REG - DG Innovate PLC - Interim Results
30/09/2024 07:00
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RNS Number : 1258G DG Innovate PLC 30 September 2024
30 September 2024
DG Innovate plc
("DG Innovate", the "Company", or the "Group")
Interim results for the six months ended 30 June 2024
DG Innovate (LSE: DGI), the advanced research and development company
developing pioneering solutions in sustainable mobility and energy storage,
announces the Company's unaudited interim results for the six months ended 30
June 2024.
Chief Executive's Report
We continued to make excellent progress on the development of our electric
mobility and energy storage technologies during the first half of 2024. By the
end of January we had highlighted the breadth of commercial opportunities for
our Pareta(®) drive technology with the news that "Approval in Principle" had
been received from Lloyd's Register for its use in marine vessels, as well as
signing a Joint Development Agreement with a tier one commercial vehicle
components company to jointly develop systems for heavy goods vehicles. Post
period end, in July initial prototypes were delivered to the partner in the
latter project, with our technical team now supporting testing at the
partner's facility.
In March, we entered into a Memorandum of Understanding ("MoU") with EVage
Automotive Pvt. Limited ("EVage"), an Indian electric vehicle maker and
automotive technology company. Work continues to conclude the proposed
establishment of the associated joint venture in India to manufacture and
supply a range of our Pareta® e-drives, and technical specifications for the
first motors to be produced there are now being finalised. We continue to
target production during 2025.
In May we raised £786,500 through a placing with new and existing investors
to continue to fund our commercialisation journey. Post period end, in
September, we announced a further fundraising which is expected to ultimately
raise in excess of £800,000 on the conclusion of a subscription by certain
members of the Company's management team, post the publication of these
interim results and the end of the associated close period. We believe this
clearly underpins the team's belief in DGI's technology and prospects.
June saw a major shift within the Company's management team, as our founder
and former CTO Martin Boughtwood departed DGI, and we appointed ex-Tesla
electric motor design engineer Pierre Pellerey to the same position. Pierre's
motor designs are in more than 3 million electric vehicles worldwide, and the
Board believes he is the perfect candidate to get DGI's products to market.
We also welcomed Sir Michael Fallon and Mark Carleton as Non-Executive
Directors in June and (post-period end) July respectively. We believe their
impressive credentials lend further credibility to DGI and that their
experience will be a major asset to the Board. We also bid farewell to our
Non-Executive Chairman Nick Tulloch and Non-Executive Director Peter Tierney,
formerly CEO. We remain extremely grateful for their contributions to the
Company.
We look forward to updating shareholders further in due course.
Peter Bardenfleth Hansen
Chief Executive Officer
Financial Review
For the six months to 30 June 2024, the Group recorded a loss before tax of
£3,044,070 (30 June 2023: £1,908,253; 31 December: 2023: £3,775,945) There
was revenue of £116,400 (30 June 2023: £30,240; 31 December 2023: £30,240)
together with £250,623 (30 June 2023: £399,641; 31 December 2023: £618,021)
of grant income in the period.
Cash flow
As at 30 June 2024 the Group held cash of £818,462 (30 June 2023: £159,958;
31 December 2023: £1,879,70) in the bank account. The Company raised
£786,500 in May 2024 through placing of 786,500,000 new shares.
For further information please contact:
DG Innovate plc C/O IFC
Peter Bardenfleth- Hansen (CEO)
Jack Allardyce (CFO)
IFC Advisory (Investor Relations) 020 3934 6630
Tim Metcalfe
Zach Cohen
Grant Thornton UK LLP (Financial Adviser) 020 7383 5100
Samantha Harrison
Jamie Barklem
Ciara Donnelly
Cavendish Capital Markets Limited (Corporate Broker) 020 7220 0500
Adrian Hadden / George Lawson (Corporate Finance)
George Budd (Sales)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Six months ended Six months ended Year ended 31 December
30 June 30 June
Notes
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Revenue
Turnover 116,400 30,240 30,240
Cost of sales (88,771) (24,662) (19,729)
Gross Profit 27,629 5,578 10,511
Grant income 250,623 399,641 618,021
Other income 2,542 802 2,993
Administrative expenses 3 (2,247,093) (1,734,306) (3,092,186)
Share based payments (931,245) (564,292) (1,324,443)
Operating loss (2,897,544) (1,892,577) (3,785,104)
Finance income 449 50 66
Finance cost (146,975) (15,726) (45,078)
Other gains and losses - - (77,272)
Loss on ordinary activities before taxation (3,044,070) (1,908,253) (3,907,388)
Income tax - - 131,443
Loss for the period and total comprehensive loss attributable to the equity (3,044,070) (1,908,253) (3,775,945)
holders
Earnings per share (pence)
- Basic & diluted 4 (0.029) (0.021) (0.04)
All operating income and operating gains and losses relate to continuing
activities.
There was no other comprehensive income for the period (30 June 2023: £Nil;
31 December 2023: £Nil).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Share Capital Share Premium Capital Redemption Reserve Reverse Acquisition Merger Share Option Reserve (Restated*) CLNs Equity Reserve Retained earnings Total
Reserve (Restated*) Reserve
Balance at 1 January 2024 9,311,948 31,998,163 8,783,824 (64,124,885) 26,987,257 1,198,855 490,794 (10,266,313) 4,379,643
Comprehensive income
Loss for the period - - - - - - - (3,044,070) (3,044,070)
Share based payments - - - - - 931,245 - - 931,245
Total Comprehensive loss - - - - - 931,245 - (3,044,070) (2,112,825)
Total contributions by and distributions to owners of the Group
Issue of share capital net of issue costs 80,770 657,358 - - - - - - 738,128
As at 30 June 2024 9,392,718 32,655,521 8,783,824 (64,124,885) 26,987,257 2,130,100 490,794 (13,310,383) 3,004,946
Balance at 1 January 2023 (as restated*) 8,842,715 31,518,134 8,783,824 (64,124,885) 26,987,257 699,385 - (7,315,340) 5,391,090
Comprehensive income
Loss for the period - - - - - - - (3,775,945) (3,775,945)
Share based payments - - - - - 1,324,442 - - 1,324,442
Total Comprehensive loss - - - - - 1,324,442 - (3,775,945) (2,451,503)
Total contributions by and distributions to owners of the Group
Issue of share capital net of issue costs 469,233 480,029 - - - - - - 949,262
Issue of convertible loan notes - - - - - - 490,794 - 490,794
Reclassification of lapsed or cancelled share based payments - - - - - (824,972) - (824,972) -
As at 31 December 2023 9,311,948 31,998,163 8,783,824 (64,124,885) 26,987,257 1,198,855 490,794 (10,266,313) 4,379,643
Balance at 1 January 2023 (as restated*) 8,842,715 31,518,134 8,783,824 (64,124,885) 26,987,257 699,385 - (7,315,340) 5,391,090
Comprehensive income
Loss for the period - - - - - - - (1,908,253) (1,908,253)
Share based payments - - - - - 564,292 - - 564,292
Total Comprehensive loss - - - - - 564,292 - (1,908,253) (1,343,961)
Total contributions by and distributions to owners of the Group
Issue of share capital net of issue costs 365,833 187,985 - - - - - - 553,818
As at 30 June 2023 9,208,548 31,706,119 8,783,824 (64,124,885) 26,987,257 1,263,677 - (9,223,593) 4,600,947
The Share Capital represents the nominal value of the equity shares. The Share
Premium represents the amount subscribed for share capital, in excess of the
nominal amount, less costs directly relating to the issue of shares.
The Share Option Reserve represents share-based payments which represents the
cumulative fair value of options and warrants granted.
Reverse Acquisition Reserve and merger reserve were created due to the reverse
acquisition of Deregallera Holdings Ltd.
*The comparative figures have been restated, refer to note 32 of the audited
accounts for the year ended 31 December 2023 for further details.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHS ENDED 30 JUNE 2024
As at As at As at
30 30 31 December
Notes June June
2024 2023 (restated*) 2023
Unaudited Unaudited Audited
£ £ £
ASSETS
Non-current assets
Property, plant and equipment 5 583,844 748,904 536,229
Intangible asset 6 4,285,829 4,462,676 4,419,286
Current assets
Trade and other receivables 7 435,854 418,332 404,736
Cash and cash equivalents 818,462 159,958 1,879,701
1,254,316 578,290 2,284,437
LIABILITIES
Current liabilities
Trade and other payables 8 (766,565) (667,872) (564,864)
Net Current Assets 487,751 (89,582) 1,719,573
Non-current liabilities 9 (2,317,624) (489,481) (2,262,273)
Provision for liabilities (34,854) (31,570) (33,172)
NET ASSETS 3,004,946 4,600,947 4,379,643
SHAREHOLDERS' EQUITY
Called up share capital 11 9,392,718 9,208,548 9,311,948
Capital redemption reserve 8,783,824 8,783,824 8,783,824
Share premium account 32,655,521 31,706,119 31,998,163
Share option reserve 2,130,100 1,263,677 1,198,855
Merger reserve 26,987,257 26,987,257 26,987,257
Reverse acquisition reserve (64,124,885) (64,124,885) (64,124,885)
CLN equity reserve 490,794 - 490,794
Retained earnings (13,310,383) (9,223,593) (10,266,313)
TOTAL EQUITY 3,004,946 4,600,947 4,379,643
*The comparative figures as at 30 June 2023 have been restated, refer to note
32 of the audited accounts for the year ended 31 December 2023 for further
details.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Six months to 30 June Six months to 30 June Year ended 31 December
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Loss for the period after tax (3,044,070) (1,908,253) (3,775,945)
(Increase)/decrease in debtors (31,118) 605,220 564,981
(Decrease)/increase in creditors within one year 232,191 50,912 (6,999)
Movement in provisions 1,682 (1,524) 3,126
Taxation - - (131,443)
Share based payments 931,245 564,292 1,324,443
Finance income (449) (50) -
Finance costs 146,975 15,726 45,076
Amortisation 133,457 170,392 303,847
Depreciation 59,480 63,435 125,678
Losses on disposal of fixed assets - - 77,272
Tax refunded - 92,578 165,213
Net cash (outflow) / inflow from operating activities (1,570,607) (347,272) (1,304,751)
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment - - 76,203
Purchase of property, plant and equipment (107,094) (87,248) (11,766)
Purchase of intangible fixed assets - (59,476) (149,541)
Finance income - 50 -
Finance cost - (15,726) -
Net cash used in investing activities (107,094) (162,400)) (85,104)
Cash flows from financing activities
Finance income 449 - -
Finance cost (12,978) - (34,296)
Issue of convertible loan notes - - 2,431,000
Issue costs on convertible loan notes - - (102,892)
Proceeds from issue of shares net of issue cost 738,128 418,000 828,237
Repayment of borrowings (84,849) (40,620) (135,729)
(Repayment)/increase of lease liabilities (24,288) 57,260 (44,686)
Proceeds from borrowings - - 92,932
Net cash generated from financing activities 616,462 434,640 3,034,566
Net increase/(decrease) in cash and cash equivalents (1,061,239) (75,032) 1,644,711
Cash and cash equivalents at beginning of period 1,879,701 234,990 234,990
Cash and cash equivalents at end of period 818,462 159,958 1,879,701
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
1. GENERAL INFORMATION
DG Innovate Plc is a public limited company incorporated in the United
Kingdom, registered under company number 04006413. The address of the
registered office is 15 Victoria Mews, Millfield Road, Cottingley Business
Park, Bingley, West Yorkshire, BD16 1PY. On 8 April 2022, Path Investments Plc
changed its name to DG Innovate Plc following the acquisition of Deregallera
Holdings Ltd (formerly DG Innovate Limited) ("DHL"), becoming an advanced
research and development company pioneering sustainable and environmentally
considerate improvements to electric mobility and storage.
The consolidated financial information represents the results of DG Innovate
Plc and its subsidiaries (together referred to as Group).
2. ACCOUNTING POLICIES
2.1 Basis of preparation
The condensed consolidated interim financial statements are presented in UK
Sterling and all values are rounded to the nearest pound except where
indicated otherwise.
The condensed consolidated interim financial statements have been prepared
under the historical cost convention or fair value where appropriate.
The results for the six months to 30 June 2024 have been prepared on the basis
of the accounting policies set out in the Company's 2023 annual report and
accounts along with standards which have become effective after 31 December
2023. The interim accounts do not constitute statutory accounts as defined by
section 434 of the Companies Act 2006. The auditor has reported on the 2023
accounts of DG Innovate Plc and the report was unqualified and did not contain
a statement under section 498(2) of (3) of the Companies Act 2006 and the 2023
report and accounts have been filed with the registrar of companies. Under
reverse acquisition accounting the comparatives comprise details of the group
prior to the reverse takeover and as a result these figures are not audited.
During the period, there have been no changes in the nature of the related
party transactions from those described in the Company's 2023 accounts.
2.2 Responsibility statement
The directors confirm that these condensed interim financial statements have
been prepared in accordance with International Accounting Standard 34 "Interim
Financial Reporting", as adopted by the United Kingdom and as issued by the
IASB and that the interim management report includes a fair review of the
information required by DTR 4.2.7R and DTR 4.2.8R, namely;
a) An indication of the important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
b) Material related party transactions in the first six months and any
material changes in related party transactions described in the last annual
report.
2.3 Segmental reporting
The Group has two distinct areas of focus (Enhanced Drive Technology and
Enhanced Battery Technology), and management have identified the Group's
series of Pareta® electric drives and hard carbon anode materials as its two
cash generating units (CGUs). However, as the Group is currently in the
development phase and effectively operates as one operating unit under IFRS 8,
segmental information is not available or presented within these accounts.
The aggregate value in use calculated for the two identified CGUs as at 30
June 2023 was in excess of the carrying value of the intangible assets, and
the Directors therefore believe the value of these assets is not impaired at
30 June 2023. This accounting treatment resulted in an impairment loss of
£Nil (30 June 2023: £Nil; 31 December 2023: £Nil). The carrying value of
the intangible assets of the two identified CGUs as at 30 June 2024 are
Enhanced Drive Technology £2,217,675 (30 June 2023: £2,252,887; 31 December
2023: £2,280,313) and Enhanced Battery Technology £2,068,154 (30 June 2023:
£2,209,789; 31 December 2023: £2,138,973).
2.4 Reverse acquisition
On 8 April 2022, the Company acquired DHL via a reverse takeover which
resulted in the Company becoming the ultimate holding company of the Group.
The transaction was accounted for in accordance with the principles of reverse
acquisition accounting, since it did not meet the definition of a business
combination under IFRS 3. In accordance with IFRS 2, a share-based payment
expense equal to the deemed cost of the acquisition less the fair value of the
net assets of the Company at acquisition was recognised. The comparatives
within the consolidated statement of financial position, the consolidated
statement of comprehensive income, consolidated statement of changes in equity
and the consolidated cashflow statement represent that of the legal subsidiary
and accounting acquirer, DHL. In the consolidated statement of financial
position, the share capital and premium as at 31 December 2021 is that of the
Company (DG Innovate Plc) with the reverse acquisition reserve representing
the difference between the deemed cost of the acquisition and the net assets
of the Company as at 7 April 2022. The consolidated statement of comprehensive
income for the period represents the results of both DG Innovate Plc and DHL.
3. ADMINISTRATIVE EXPENSES
Six months to 30 June 2024 Six months to 30 June 2023 Year ended 31 December
2023
Unaudited Unaudited Audited
£ £ £
Directors remuneration 688,628 393,292 1,748,174
Other administrative expenses 1,558,465 1,341,014 1,344,012
2,247,093 1,734,306 3,092,186
4. LOSS PER SHARE
The calculation of the basic and diluted loss per share is based on the loss
on ordinary activities after taxation of and on the weighted average number of
ordinary shares in issue.
There was no dilutive effect from the share options or convertible loan notes
outstanding during the period.
In order to calculate the diluted earnings per share, the weighted average
number of ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares according to IAS33. Dilutive potential
ordinary shares include convertible loan notes and share options granted to
Directors and consultants where the exercise price (adjusted according to
IAS33) is less than the average market price of the Company's ordinary shares
during the period.
The weighted average number of shares is calculated using the number of DG
Innovate Plc shares owned by the accounting acquirer DHL pre and post the
reverse takeover on 8 April 2022.
Six months to 30 June 2024 Six months to 30 June 2023 Year ended 31 December
2023
Unaudited Unaudited Audited
£ £ £
Net loss for the period (3,044,070) (1,908,253) (3,775,945)
The weighted average number of shares in the period were:
Basic and dilutive ordinary shares 10,352,748,440 9,147,913,081 9,646,619,216
Basic and dilutive earnings/(loss) per share (pence) (0.029) (0.021) (0.04)
5. PROPERTY, PLANT AND EQUIPMENT
Improvements to leasehold property Plant & equipment Right of use asset Total
£ £ £ £
Cost
At 1 January 2024 314,294 1,030,575 451,978 1,796,847
Additions 28,273 78,821 - 107,094
At 30 June 2024 342,567 1,109,396 451,978 1,903,941
Depreciation
Depreciation at 1 January 2024 314,294 850,265 96,058 1,260,617
Charge in the period 1,745 29,268 28,467 59,480
Depreciation at 30 June 2024 316,039 879,533 124,525 1,320,097
Carrying value
At 30 June 2024 26,528 229,863 327,453 583,844
At 31 December 2023 - 180,310 355,920 536,230
At 30 June 2023 - 359,551 389,353 748,904
6. intangible ASSETS
IPR & Total
Patents
£ £
Cost
At 1 January 2024 7,218,295 7,218,295
Additions - -
At 30 June 2024 7,218,295 7,218,295
Amortisation
Amortisation at 1 January 2024 2,799,009 2,799,009
Charge in the period 133,455 133,455
Amortisation at 30 June 2024 2,932,464 2,932,464
Carrying value
At 30 June 2024 4,285,831 4,285,831
At 31 December 2023 4,419,286 4,419,286
At 30 June 2023 4,462,676 4,462,676
On 8 April 2022 the Company completed the reverse takeover and acquired 100%
of the ordinary share capital of Deregallera Holdings Ltd, a company
incorporated in England and Wales.
No impairment has been accounted for this interim period. An impairment review
will be carried out at the year end.
7. TRade and other RECEIVABLES
As at 30 As at 30 As at 31 December 2023
June June
2024 2023
Unaudited Unaudited Audited
£ £ £
Trade receivables 2,166 - -
Prepayments 61,012 69,811 120,968
Other taxes and social security 223,696 260,889 168,695
Other debtors 148,980 87,632 115,073
435,854 418,332 404,736
Also included in other debtors are amounts repayable of £87,369 (30 June
2023: £87,369; 31 December 2023: £87,369) by certain Directors in respect of
incorrectly awarded bonuses.
Other taxes and social security comprise the R&D tax credit, tax suffered
on the bonuses noted above and VAT repayable.
8. TRade and other payables
As at 30 As at 30 As at 31 December 2023
June June
2024 2023
Unaudited Unaudited Audited
£ £ £
Trade payables 254,793 190,961 91,724
Accruals and deferred income 307,669 188,241 233,221
Loans and other borrowings 97,679 87,679 132,786
Lease liabilities 75,803 74,548 75,166
Other creditors 30,621 126,443 31,967
766,565 667,872 564,864
9. non-current liabilities
As at 30 As at 30 As at 31 December 2023
June June
2024 20223
Unaudited Unaudited Audited
£ £ £
Convertible loan notes (note 10) 1,982,092 - 1,848,094
Other loans and other borrowings 43,417 140,442 93,159
Lease liabilities 280,030 328,994 304,955
Other creditors 12,085 20,045 16,065
2,317,624 489,481 2,262,273
10. convertible loan notes
On 11 December 2023, the Company authorised the issue of £2,431,000 in
convertible loan notes ("CLNs"). The CLNs have no coupon and are convertible
into the Company's ordinary shares of 0.01 pence at a price of 0.035 pence per
share. They are convertible (i) after one year, subject to the availability of
a valid exemption from the requirement to prepare a prospectus in respect of
the Ordinary Shares arising from the conversion; or (ii) following admission
of the Company's ordinary share capital to the AIM Market of the London Stock
Exchange.
As at 30 As at 30 As at 31 December 2023
June June
2024 20223
Unaudited Unaudited Audited
£ £ £
Equity element 490,794 - 490,794
Liability element 1,848,094 - 1,837,314
Interest charge in the period 133,998 - 10,780
2,472,886 - 2,338,888
11. SHARE Capital
Allotted, called up and fully paid
Ordinary Shares of 0.1p each
No £
At 1 January 2023 8,842,715,107 8,842,715
Issue of shares 365,833,333 365,833
At 18 July 2023 9,208,548,440 9,208,548
Subdivided 0.1p each Ordinary Shares*
Share
Capital
No £
At 19 July 2023
0.01p each Ordinary Shares 9,208,548,440 920,854
0.09p each Deferred Shares** 9,208,548,440 8,287,694
Issue of Ordinary Shares of 0.01p each 1,034,000,000 103,400
At 31 December 2023 19,451,096,880 9,311,948
Share
Capital
No £
At 1 January 2024
0.01p each Ordinary Shares 10,242,548,440 1,024,254
0.09p each Deferred Shares 9,208,548,440 8,287,694
Issue of Ordinary Shares of 0.01p each 807,700,000 80,770
At 30 June 2024 20,258,796,880 9,392,718
*Resolution was passed on 19 July 2023 to subdivide one 0.1p Ordinary Share
into one 0.01p Ordinary Share and one 0.09 Deferred Share.
** The deferred shares have no economic rights and therefore have been
excluded from earnings per share calculation.
12. share options and warrants
Movement in the number of options and warrants outstanding and their related
weighted average exercise price, since 31 December 2023 are as follows:
At 30 June 2024 At 30 June 2023 At 31 December 2023
Number of Weighted average exercise price per share Number of Weighted average exercise price per share Number of Weighted average exercise price per share
Options & Options & Options &
Warrants Warrants Warrants
At 1 January 10,298,584,962 0.08p 3,937,526,910 0.33p 3,937,526,910
0.33p
Granted 500,000,000 0.01p 368,333,333 0.18p 7,625,747,619 0.04p
Exercised (21,200,000) 0.10p - - - -
Modified - - - - (156,105,002) -
Expired or waived (2,429,823,984) 0.17p (3,975,633) 0.10p (1,108,584,565) 0.10p
At period end 8,347,560,978 0.09p 4,301,884,610 0.16p 10,298,584,962 0.08p
The following share options have been granted by the Company and are
outstanding as at the period end of 30 June 2024:
Date of grant Number of ordinary shares under option at 1 January 2023 Granted during period Exercised during period Lapsed/ waived during period Number of ordinary shares under option at 30 June 2023 Weighted average exercise price Expiry date
30/03/2017 4,000,000 - - - 4,000,000 0.1p 29/03/2027
30/03/2017 5,875,000 - - - 5,875,000 1.0p 29/03/2027
30/03/2017 2,937,500 - - - 2,937,500 2.0p 29/03/2027
18/03/2021 638,965,001 - - - 638,965,001 0.1p 07/10/2030
08/04/2022 320,616,397 - - (4,648,164) 315,968,233 0.1p 18/03/2031
12/10/2022 264,803,145 - - - 264,803,145 0.1p 13/04/2032
11/12/2023 6,000,000,000 - - (497,267,760) 5,502,732,240 0.03p 10/12/2033
11/12/2023 1,000,000,000 - - (497,267,760) 502,732,240 0.06p 10/12/2033
10/06/2024 - 500,000,000 - - 500,000,000 0.10p 09/06/2027
Total 8,237,197,043 500,000,000 - (999,183,684) 7,738,013,359 0.05p
All options outstanding at the period end are exercisable at that date.
The following warrants have been granted by the Company:
Date of grant Number of warrants at Granted during period Exercised during period Lapsed during Number of warrants at 30 June 2023 Weighted average exercise price Expiry date
1 January 2023 period
18/03/2021 790,000,000 - - (790,000,000) - 0.25p 07/04/2024
08/04/2022 645,640,300 - (5,000,000) (640,640,300) - 0.25p 07/04/2024
23/01/2023 368,333,333 - - 368,333,333 0.18p 30/01/2025
19/07/2023 51,700,000 - (16,200,000) - 35,500,000 0.05p 21/07/2024
11/12/2023 205,714,286 - - - 205,714,286 0.18p 10/12/2024
10/06/2024 - 500,000,000 - - 500,000,000 0.10p 09/06/2024
Total 2,061,387,919 500,000,000 (21,2000,000) (1,430,640,300) 1,109,547,619 0.11p
In June 2024 the Company appointed Pierre Pellerey as Chief Technical Officer
and granted him 500,000,000 warrants at an exercise price of 0.1 pence.
The fair value of equity settled share options and warrants granted is
estimated at the date of grant using a Black-Scholes option pricing model,
taking into account the terms and conditions upon which the options were
granted. The following table lists the inputs to the model:
Warrants Warrants Options Options Options Warrants
Date of grant/variation 18 Mar 2021 08 Apr 2022 30 Jan 2023 21 Jul 2023 11 Dec 2023 10 Jun 2024
Expected volatility 70% 70% 70% 70% 70% 96%
Expected life 10 years 10 years 1.6 years 10 years 10 years 3 years
Risk-free interest rate 3.40% 3.40% 3.40% 4.40% 3.40% 4.10%
Expected dividend yield - - - - - -
Possibility of ceasing employment before vesting - - - - - -
Fair value per option/warrant
0.005p 0.005p 0.022p 0.011p 0.032p 0.054p
The expense recognised by the Group for share based payments during the period
ended 30 June 2024 was £931,245, (30 June 2023: £564,292; 31 December 2023:
£1,324,443).
The average volatility is used in determining the share based payment expense
to be recognised in the period. This was calculated by reference to the
standard deviation of the share price over the preceding 6-month period.
13. related party transactions
Share Options
The following share options were held by the active directors during the
period:
Director Date of grant Held at 1 January 2024 Surrendered/ Granted during the period Held at 30 June 2024 Exercise price
lapsed during the period
J Allardyce 18/03/2021 62,500,000 - - 62,500,000 £0.001
08/04/2022 156,105,002 - - 156,105,002 £0.001
P Tierney 12/10/2022 264,803,145 - - 264,803,145 £0.001
M Boughtwood 11/12/2023 1,000,000,000 (497,267,760) - 502,732,240 £0.0003
11/12/2023 1,000,000,000 (497,267,760) - 502,732,240 £0.0006
C Eidem 11/12/2023 2,000,000,000 - - 2,000,000,000 £0.0003
P Bardenfletch-Hansen 11/12/2023 1,500,000,000 - - 1,500,000,000 £0.0003
J Rudat 11/12/2023 1,500,000,000 - - 1,500,000,000 £0.0003
Total 7,483,408,147 (994,535,520) - 6,488,872,627
Transaction with related party
During the period Gareth Boughtwood (son of Martin Boughtwood, an ex-director
in the Group) was paid £723 (30 June 2023: £Nil; 31 December 2023: £1,196)
in respect of IT services.
Other debtors
Included in other debtors are balances due from the following Directors, and
former Directors, in respect of bonuses incorrectly awarded in 2022 and deemed
to be held in trust. Chris Theis £87,369 (30 June 2023: £87,369; 31 December
2023: £87,369).
14. POST PERIOD EVENT
In September 2024 the Company raised gross proceeds of £550,000 via a placing
of new ordinary shares with new and existing investors, and a further £67,275
from a retail offer to existing shareholders. The total number of new shares
issued was 823,034,007 at a price of 0.075p each, with a further 28,035,840
shares issued at the same price to cover certain liabilities due to a
creditor. In addition, the Company announced that certain members of its
management team intend to subscribe for, in aggregate, £200,000 through a
subscription at the same issue price. This was subject to the publication of
the Company's 2024 interim accounts and the end of the associated closed
period under UK MAR, and to the relevant individuals not being in possession
of any other unpublished price sensitive information at such time.
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