REG - Libertine Holdings - Final Results
17/08/2022 07:00
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RNS Number : 2441W Libertine Holdings PLC 17 August 2022
17 August 2022
Libertine Holdings PLC
("Libertine" the "Company" or the "Group")
Full year results for the twelve months ended 31 March 2022
Libertine Holdings PLC (LSE AIM: LIB), a developer of clean, highly efficient
and fuel-flexible Linear Generator products, today announces its maiden
audited consolidated results for the twelve months ended 31 March 2022
following Admission to AIM in December 2021.
Highlights
· Delivered £2.9m of commercial and grant revenue in the financial
period (FY2020/21: £0.1m).
· Framework agreement with General Electric Company ("GE") signed in July
2021 for use of Libertine's proprietary technology platform, with first phase
of development ongoing.
· Funds raised at IPO utilised to continue strengthening of team with
appointment of additional Engineering and Technology development personnel.
· £6.7m of cash reserves at period end.
Post period end
· Performance validation prototype design and manufacture has been
completed ahead of combustion testing with MAHLE Powertrain from Q3 of
FY2022/23.
· Awarded additional grant funding contract to support further
development with MAHLE Powertrain, including fuel system adaptations to
demonstrate clean combustion of Hydrogen and fuel flexibility to use
Compressed Natural Gas (CNG) in heavy duty hybrid powertrains.
· Award of London Stock Exchange's Green Economy Mark, recognising our
contribution to the transition to Net Zero and the essential role of our
technology in the decarbonisation of 'hard to electrify' transport
applications.
· Recent developments since the year end include formation of US
subsidiary intelliGEN Inc. and announcement of strategic partnership with
Italian engine developer OFFICINA MOTO ITALIA.
Outlook
The Company continues to deliver on its commercial and grant income contracts
and invest in the development of its technology platform. Libertine remains
focused on securing long-term relationships with Original Equipment
Manufacturers (OEMs), manufacturing partners and strategic development
partners, and supporting OEM development programmes via engineering services
ahead of licensing our technology for high volume manufacture.
Sam Cockerill, Chief Executive of Libertine, commented: "We are pleased to
have delivered both technical and commercial progress in the period in line
with our plans set out at IPO. Our fundraising and listing on the London Stock
Exchange's AIM market have enabled us to continue to invest for growth and
support the use of Libertine's technology by our customers and strategic
partners.
Having now completed our LGN120 prototype, Libertine is well placed to
demonstrate the substantial performance benefits of our technology to an
increasing number of prospective partners and bring our Linear Generator
technology to market."
Full year results presentation
Sam Cockerill, Chief Executive Officer, and Gareth Hague, Chief Financial
Officer, will be hosting an Investor Meet Company presentation
at 11.30am (UK time) on 17 August 2022. Please sign up via the following
link https://www.investormeetcompany.com/libertine-holdings-plc/register-investor
(https://www.investormeetcompany.com/libertine-holdings-plc/register-investor)
.
For more information, please visit www.libertine.co.uk
(http://www.libertine.co.uk) or contact:
Libertine Holdings PLC via Tavistock
Sam Cockerill, Chief Executive Officer
Gareth Hague, Chief Financial Officer
Panmure Gordon (NOMAD and Broker) +44 20 7886 2500
John Prior
Ailsa Macmaster
Hugh Rich (Corporate Broking)
Tavistock (Public Relations and Investor Relations) +44 207 920 3150
Simon Hudson libertine@tavistock.co.uk
Rebecca Hislaire
Nick Elwes
Notes to editors
Founded in 2009, Libertine has developed a technology platform solution for
powertrain Original Equipment Manufacturers ("OEMs"), enabling efficient and
clean power generation from renewable fuels. Libertine was admitted to trading
on the AIM market of the London Stock Exchange in December 2021. Libertine's
linear electrical machines, controls and developer tools together form a
technology platform (intelliGEN™) which the Company provides to customers
for the development of clean, highly efficient and fuel-flexible Linear
Generator products. The platform is a result of over a decade of development
of Linear Generator technology with multiple successful client-led programmes.
The potential market for Linear Generator products goes well beyond the
distributed power generation applications where Linear Generators are already
in commercial use today, complementing intermittent renewable power with
clean, on-demand power generation. Linear Generators also have the potential
to complement battery electrification in hybrid powertrains as range
extenders, addressing the practical and economic barriers to rapid adoption of
clean electric propulsion using battery electric powertrain technology alone.
Linear Generator products using Libertine's technology could work alongside
battery electrification in a wide range of hybrid systems including:
· Heavy-duty hybrid powertrains of trucks, buses, tractors,
construction and mining equipment;
· Medium and light-duty hybrid powertrains of commercial vehicles
operating over longer distances;
· A proportion of the passenger automotive market where vehicle use and
recharging constraints are a barrier to battery electrification; and
· A wide range of off-grid, portable power and distributed power
generation applications.
Libertine receives engineering fees by providing its linear e-machine
hardware, controls and developer tools into OEM client product development
programmes, and seeks to license its technology for volume production. Working
with OEMs from an early stage in the development cycle ensures Libertine's
technology is effectively integrated into OEM products, maximising the
performance and economic benefits provided by Libertine's platform technology.
Libertine has developed a portfolio of over 30 granted patents in addition to
a significant body of technical know-how developed since the company's
formation in 2009. The Company's senior management team and board includes
executives with decades of deep technical experience in the automotive and
energy industries.
Chief Executive's Statement
I am pleased to report on our strategic progress and business performance
since our successful IPO in December 2021. Our fundraising and listing on the
London Stock Exchange's AIM market have enabled us to continue to invest for
growth and support the adoption and use of Libertine's technology by our OEM
customers and strategic development partners.
Our mission is to bring forward the widespread use of Linear Generators in
transport and distributed power applications.
Business Overview
Manufacturers of heavy-duty commercial vehicles have pledged to go "fossil
free" by 2040 through a combination of powertrain technologies that include
battery electrification, green hydrogen, renewable biofuels and synthetic low
carbon "e-fuels". Achieving this will require the rapid deployment of fossil
fuel-free capable trucks by 2030; however, this can only happen if there is
large demand from transport operators based on the use case economics for such
trucks.
Battery electrification is not a universal solution to the problem of
decarbonising transport. A number of significant economic barriers prevent
trucks powered solely by battery electric powertrain technology from achieving
decarbonisation of the heavy goods transport industry, including:
• reduced payload, due to the size and weight of batteries required;
• unproductive miles and hours, to charge the batteries;
• few charging points, creating uncertainty for truck operators and the need
for off-route miles; and
• higher vehicle costs, predominantly due to the battery costs.
Libertine has developed a Linear Generator technology platform which has the
potential to complement battery electrification within hybrid powertrains,
addressing a number of the significant economic barriers set out above. Linear
Generators are already in commercial use in distributed power generation
applications today, displacing diesel generators due to their favourable
operating economics compared to conventional internal combustion engine
generators. Libertine's technology will help meet the global need for clean,
reliable and affordable transport and electrical power wherever it is needed,
transforming the lives of millions of people.
Strategic Priorities
Libertine's proposed technology licensing model supports stage-gated
development by OEM partners seeking to address key performance, technical,
economic and route-to-market risks and to develop their own proprietary
combustion systems and product integration IP. In the near term, in addition
to grants, Libertine expects to continue to generate a high proportion of its
revenue in engineering fees for developing and providing linear e-machine
hardware, controls and developer tools to power generator OEM customers.
Over time, as client development programmes result in the launch of commercial
Linear Generator products, Libertine expects to increase the proportion of
revenue generated from advance licence fees and from royalties charged per
unit on every Linear Generator product or system that uses Libertine's
technology.
During the year, Libertine has developed and hardened its technology platform
and completed the design and manufacture of a performance validation prototype
Linear Generator, "LGN120". Pre-acceptance testing of this system is currently
on-going ahead of combustion testing at MAHLE Powertrain.
Additional grant funding has been awarded since the year end to support
further development of LGN120, including fuel system adaptations to
demonstrate a key differentiator of Linear Generator technology: fuel
flexibility. Planned modifications to LGN120 will allow it to run on blends of
hydrogen and CNG, and this fuel flexibility has the potential to accelerate
the global adoption of such powertrains in advance of the widespread
deployment of hydrogen refuelling infrastructure.
In July 2021, General Electric Company ("GE") and Libertine entered into a
framework agreement to support GE's use of Libertine's proprietary technology
platform. The first phase of engineering development with GE began in
FY2021/22 and has continued since the year end. In addition, Libertine has
delivered engineering services to a number of other customers across Europe
and the USA. These commercial contracts provide the business with confidence
in its revenue model and the effective integration of Libertine's platform
technology into OEM product development programmes.
Market Overview
The addressable market for Linear Generators is significant, including over
twelve million heavy duty and light duty commercial vehicles, and more than
one million distributed power generator sets for energy storage, off-grid and
waste-to-energy applications. Libertine's technology platform is scalable
across multiple market segments, covering applications from 5-150 kilowatts of
electrical power.
During the year, grant funded work with MAHLE Powertrain has focused on the
design and manufacture of the LGN120 performance validation prototype for
heavy duty powertrain applications. Other engineering services contracts
utilising the same underlying technology have also been delivered, across
multiple application sectors, including energy storage and hydrogen
compression.
Financial Performance
During the year the Group delivered £2.9m of commercial revenue and grant
income, a significant increase on the £0.1m delivered in the prior year. The
business has continued to deliver operational milestones across a number of
revenue and grant contracts and is gaining commercial traction and increased
interest from OEMs.
Grant income of £2.1m in FY2021/22 was in relation to development of the
LGN120 performance validation prototype for heavy duty powertrains. The design
and manufacture on this project was completed in the year and pre-acceptance
testing is on-going, ahead of combustion testing at MAHLE Powertrain from
FY2022/23 Q3.
Commercial revenues of £0.8m were delivered across a number of engineering
services contracts, including the on-going work with GE. As of 31 March 2022,
the Group had cash reserves of £6.7m.
Outlook
The Company continues to deliver on its commercial and grant income contracts
and invest in the development of its technology platform.
Following the FY2021/22 financial year end we have successfully completed the
manufacture of our LGN120 performance validation prototype, having worked
through the significant global supply chain challenges that have impacted our
business throughout FY2021/22. In particular, the limited availability and
extended lead times for microcontrollers, power electronics, magnets and other
key component hardware have impacted the procurement and assembly of the
LGN120 prototype and our other related projects.
Despite these challenges faced by Libertine, the global challenges of climate
change and energy security in 2022 are greater than ever. The world needs
clean power from renewable fuels to complement battery electrification in
hybrid vehicles; to balance intermittent renewables on the grid; and to
provide resilient, distributed power generation solutions to support
conventional utility scale power generation.
Libertine remains focused on developing long-term relationships with Original
Equipment Manufacturers (OEMs), manufacturing partners and strategic
development partners, and supporting OEM development programmes via
engineering services ahead of licensing our technology for high volume
manufacture.
Having now completed our LGN120 prototype, Libertine is well placed to
demonstrate the substantial performance benefits of our technology to an
increasing number of prospective partners, and bring our Linear Generator
technology to market.
Financial Review
FY2021/22 was a successful year for Libertine, with strong commercial traction
converted into the delivery of income milestones, and the completion of a
transformational IPO in December 2021. The funds raised at IPO will allow the
business to invest in its core technical development and people, to create a
sustainable business model and realise strong growth prospects.
We remain committed to delivering on our current customer programmes and
supporting the integration of our technology platform into the products of our
customers.
Financial Performance
FY2021/22 FY2020/21
£m £m
Commercial revenue 0.8 0.0
Grant income 2.1 0.1
Total income 2.9 0.1
Cost of sales (2.5) (0.0)
Admin expenses (1.3) (0.8)
Adjusted EBITDA (0.9) (0.7)
Exceptional items (1.0) -
Net interest charge (1.4) (0.1)
Loss before tax (3.3) (0.8)
Taxation 0.1 0.1
Loss after tax (3.2) (0.7)
Revenues and Grant Income
Commercial revenues in the year were generated from engineering services on a
number of customer programmes. The majority of the commercial revenue came
from the engineering development with GE, on the first phase of our joint
development agreement. This programme is continuing into FY2022/23.
Grant income in the period related to a twelve-month programme commencing in
March 2021 for the development of the LGN120 prototype for heavy duty
powertrains using renewable bioethanol. The design and manufacture of the
system to work with MAHLE Powertrain's internal combustion engine has been
completed and is now ready for pre-acceptance testing to commence in
FY2022/23. In Q1 FY2022/23, the Group was awarded additional grant funding of
£0.4m to support further development with MAHLE Powertrain, including fuel
system adaptations to demonstrate hydrogen and compressed natural gas ("CNG")
fuel flexibility. This grant income is expected to be delivered in FY2022/23.
Operating Expenses
Administrative expenses increased in the period, as a result of further
investment into the technology and engineering teams, as well as incremental
costs as a result of the IPO, such as professional fees and insurance costs.
As planned, post-IPO we have continued to invest in our engineering and
technology teams to support customer programmes and the technology roadmap.
Share option charges related to the Enterprise Management Incentive share
schemes in issue prior to the IPO. Cash expenses incurred in relation to the
IPO and share issue amounted to £1.5m. £0.7m of these expenses related to
the share issue and have been recorded against the share premium account. The
net amount of £0.8m has been recorded as an operating exceptional item and
excluded from management's underlying non-GAAP performance measures (as
defined in note 7).
Exceptional costs of £1.0m also included £0.2m of share option charges, as a
result of the acceleration of the vesting upon the IPO.
Adjusted EBITDA
The Adjusted EBITDA loss of £0.9m (FY2020/21 unaudited: £0.7m) increased on
the prior year as higher gross margin contributions from greater revenues
(including grant income) were offset by further investment in core technical
development and engineering capacity. Adjusted EBITDA is calculated after
adding back operating costs of an exceptional nature, which are not considered
to form part of the underlying performance. The reconciliation of adjusted
EBITDA to loss from operations for the financial year is shown in note 7.
Finance Income and Expense
Net interest charges of £1.4m (FY2020/21 unaudited: £0.1m) predominantly
related to the movement in the fair value of the convertible loan note up to
its conversion at the IPO. No similar charges are expected to be incurred
post-IPO.
Taxation
The tax credit for the current and prior year relates to research and
development tax credits. No corporation tax charge has been incurred in the
year as a result of the losses before taxation. The Group has £3.4m of
unutilised tax losses as at 31 March 2022.
Cash
The Group end of year cash balance for FY2021/22 was £6.7m (FY2020/21
unaudited: £0.3m). The Group raised £9.0m, before £1.5m of share issue and
Listing costs.
Accounting policies
The consolidated financial information has been prepared consistently in
accordance with UK-adopted International Accounting Standards.
Going Concern
The Directors have undertaken a comprehensive assessment to consider the Group
and the Company's ability to trade as a going concern for a period of twelve
months from the date of approving the financial statements.
The Directors have robustly tested the going concern assumption in preparing
these financial statements, taking into account the Group's liquidity position
as at 31 March 2022 and a number of severe but plausible downside scenarios,
which collectively would be considered remote, and remain satisfied that the
going concern basis of preparation in the financial statements is appropriate.
On the basis of the Group's current financial position and forecast cash
flows, the Directors consider and have concluded that the Group and Company
will have adequate resources to continue in operational existence for at least
the next twelve months from the date of approving the financial statements.
Accordingly, they continue to adopt a going concern basis in the preparation
of the financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2022
Year ended 31 March 2022 Year ended 31 March 2021
Note £'000 £'000
Audited Unaudited
Revenue 4 824 32
Cost of sales (664) (12)
Gross profit 160 20
Other operating income 5 2,041 112
Administrative expenses (4,100) (851)
Loss from operations (1,899) (719)
Finance income 8 6 -
Finance expense 8 (1,412) (98)
Loss before taxation (3,305) (817)
Taxation 9 83 111
Loss for the year and total comprehensive loss for the year attributable to (3,222) (706)
the owners of the company
Basic and diluted earnings per share (pence) 10 (3.3p) (0.9p)
The above results were derived from continuing operations.
There are no items of comprehensive income other than the loss for the period
and therefore, no statement of other comprehensive income is presented.
The accompanying notes form part of the financial statements.
Consolidated Statement of Financial Position
as at 31 March 2022
As at 31 March 2022 As at 31 March 2021
Note £'000 £'000
Audited Unaudited
ASSETS
Non-current assets
Property, plant and equipment 54 10
Right-of-use assets 19 51
73 61
Current assets
Inventory 107 -
Trade and other receivables 11 1,192 797
Corporation tax receivable 128 111
Cash and cash equivalents 6,697 280
8,124 1,188
Total assets 8,197 1,249
EQUITY AND LIABILITIES
Capital and reserves
Issued capital 14 139 -
Share premium account 15 10,414 -
Merger reserve 3,401 3,483
Share option reserve 351 80
Accumulated losses (7,156) (3,934)
Total equity 7,149 (371)
LIABILITIES
Non-current liabilities
Borrowings 13 - 694
Lease liability, non-current - 10
- 704
Current liabilities
Trade and other payables 12 886 239
Contract liability 150 640
Lease liability, current 12 37
1,048 916
Total liabilities 1,048 1,620
Total Equity and Liabilities 8,197 1,249
The accompanying notes form part of the financial statements.
Consolidated Statement of Changes in Equity
for the year ended 31 March 2022
Issued capital Share premium account Merger Share option reserve Accumulated losses Total
reserve
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 April 2020 - - 3,483 17 (3,228) 272
Total comprehensive loss for the year - - (706) (706)
- -
Share option charge - - 63 - 63
As at 31 March 2021 (Unaudited) - - (3,934) (371)
3,483 80
Total comprehensive loss for the year - - (3,222) (3,222)
- -
Share for share exchange 82 - (82) - - -
Issue of shares 57 11,094 - - - 11,151
Share issue costs - (680) - - - (680)
Share option charge - - - 271 - 271
As at 31 March 2022 139 10,414 3,401 351 (7,156) 7,149
Issued capital and share premium account reflect the shares issued by the
Company to date.
The merger reserve represents a reserve arising on consolidation, as a result
of accounting for the share for share exchange in December 2021.
Share option reserve relates to the cumulative charges for share options.
Accumulated losses reflect the cumulative comprehensive losses of the Company.
Statement of Cash Flows
for the year ended 31 March 2022
Year ended 31 March 2022 Year ended 31 March 2021
Audited Unaudited
£'000 £'000
Cash flows from operating activities
Loss after tax for the year (3,222) (706)
Adjustments for:
Taxation (83) (111)
Depreciation of property, plant & equipment 9 11
Depreciation of right-of-use asset 32 32
Share option charge / (credit) 271 63
Finance expense 1,412 98
Finance income (6) -
Equity settled transactions or services 30 -
Tax credits received 111 148
Changes in working capital:
Increase in inventories (107) -
Increase in trade and other receivables (395) (633)
Increase in trade and other payables 114 775
Net cash used in operating activities (1,834) (323)
Cash flows from investing activities
Purchase of property, plant and equipment (53) (2)
Finance income received 6 -
Net cash used in investing activities (47) (2)
Cash flows from financing activities
Proceeds from borrowings - 600
Payment of lease liabilities (37) (37)
Share issue (net of issue costs) 8,335 -
Net cash generated from financing activities 8,298 563
Net increase in cash and cash equivalents 6,417 238
Cash and cash equivalents at the beginning of the year 280 42
Cash and cash equivalents at the end of the year 6,697 280
Notes
1. General information and basis of preparation
Libertine Holdings PLC ("Libertine" or the "Company") is a company
incorporated and domiciled in the United Kingdom (registered number 13724783).
The Company was incorporated on 5 November 2021 in the United Kingdom and is a
public company limited by shares registered in England and Wales. The address
of the Company's registered office is 1 Coborn Avenue, Tinsley, Sheffield, S9
1DA.
The principal activity of the Company is that of investment holding. The
principal activity of the Group is the development of linear electrical
machines.
On 7 December 2021, the Company entered into agreements with all of the
shareholders of Libertine FPE Limited for a share for share exchange regarding
the Ordinary Shares in Libertine Holdings PLC and Ordinary Shares in Libertine
FPE Limited. As a result of this transaction, the ultimate shareholders in the
Company received shares in Libertine Holdings PLC in direct proportion to
their original shareholding in Libertine FPE Limited.
The transaction was accounted for as a capital reorganisation rather than a
reverse acquisition since it did not meet the definition of a business
combination under IFRS 3. In a capital reorganisation, the consolidated
financial statements of the Group reflect the predecessor carrying amounts of
Libertine FPE Limited with comparative information of Libertine FPE Limited
presented for all periods since no substantive economic changes have occurred.
The comparative information is unaudited.
The consolidated financial statements have been prepared in accordance with UK
adopted International accounting standards and UK Companies Act 2006.
The financial information for the year ended 31 March 2022 and the year ended
31 March 2021 does not constitute the Group's statutory accounts for those
periods. The statutory accounts for the period ended 31 March 2022 will be
delivered to the Registrar of Companies following the Group's Annual General
Meeting.
The auditors' report on the accounts for the year ended 31 March 2022 was
unqualified, did not draw attention to any matters by way of emphasis, and did
not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
2. Going Concern
The consolidated financial statements have been prepared on a going concern
basis.
The Board has concluded that it is appropriate to adopt the going concern
basis, having undertaken a rigorous review of financial forecasts and
available resources, including funds raised through the listing process, with
additional consideration given to the uncertain impacts resulting from the
COVID-19 pandemic, including short-term disruption and potential longer-term
changes.
The Directors have prepared cash flow forecasts for the Group covering at
least the twelve-month period from the date of approving the consolidated
financial statements, which indicate that, taking account of severe but
plausible downside scenarios, the Group and the Company will have sufficient
funds to meet its liabilities as they fall due for that period.
On the basis of the forecast cash flows, taking into account the funds raised
through the listing process, the Directors consider and have concluded that
the Group will have adequate resources to continue in operational existence
for at least twelve months from the date of approving the consolidated
financial statements. For these reasons they have prepared the consolidated
financial statements on a going concern basis.
3. Accounting policies
The principal accounting policies adopted in preparation of the consolidated
financial statements of the Group have been applied consistently to all period
presented.
4. Revenue
Revenue arises from:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
North America 798 1
EMEA 26 31
824 32
In the year ended 31 March 2022, one customer generated more than 10% of total
revenue (31 March 2021: one).
Revenue by category:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Engineering Services 824 32
824 32
The table below shows how much revenue recognised in the current year relates
to carried forward contract liabilities and unsatisfied performance
obligations resulting from the long-term contract with customers:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Grant income recognised that was included in the contract liability balance at
the beginning of the year
640 -
Aggregated amount of transaction price allocated to unsatisfied performance
obligation during in the year
150 640
5. Other Operating Income
Other operating income by category:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Grant income 2,041 98
Coronavirus Job Retention Scheme Income - 14
2,041 112
Government Grants
Grant income relates to government grant schemes aimed at supporting
industrial research and development to bring new products and technologies to
market and support the long-term sustainable growth of businesses. The Group
enters into grant schemes to provide funding towards the further development
of its technology platform.
6. Operating segments
IFRS 8 requires that operating segments be identified on the basis of internal
reporting and decision-making. The Company is operated as one business by its
executive team, with key decisions being taken by the same leaders
irrespective of the geography where work for clients is carried out.
Management therefore consider that the Company has one operating segment. As
such, no additional disclosure has been presented under IFRS 8.
7. Reconciliation of GAAP to non-GAAP measures
The Group uses a number of 'non-GAAP' figures as comparable key performance
measures, as they exclude the impact of items that are non-cash items and also
items that are not considered part of ongoing underlying trade. The Group's
'non-GAAP' measures are not defined performance measures in IFRS. The Group's
definition of the reporting measures may not be comparable with similar titled
performance measures in other entities.
Adjusted earnings before interest, tax, depreciation and amortisation
("EBITDA") is calculated as follows:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Loss from operations (1,899) (719)
Add back:
Depreciation of property, plant and equipment 9 11
Deprecation of lease asset 32 32
EBITDA (1,858) (676)
Add back:
Operating costs of exceptional nature 984 -
Adjusted EBITDA (874) (676)
Operating costs of an exceptional nature have been excluded as they are not
considered part of the underlying trade. Operating costs of an exceptional
nature include professional fees of £753,000 in connection with the IPO and
share-based payment charges of £231,000 on acceleration of the schemes as a
result of them vesting at the IPO date.
Adjusted operating loss is calculated as follows:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Loss from operations (1,899) (719)
Add back:
Operating costs of exceptional nature 984 -
Adjusted loss from operations (915) (719)
Adjusted loss after tax is calculated as follows:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Loss after tax (3,222) (706)
Add back:
Operating costs of exceptional nature 984 -
Movement in fair value of convertible loan note (note 8) 1,410 94
Adjusted loss after tax (828) (612)
Free cash flow conversion is calculated as follows:
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Adjusted loss from operations (915) (719)
Adjusted for:
Depreciation of property, plant and equipment 9 11
Deprecation of lease asset 32 32
Share option charges 40 63
Net working capital change (390) 142
Purchase of PPE (53) (2)
Underlying cash flow from operations (1,277) (473)
Underlying operating cash flow conversion 140% 66%
Net interest paid 6 -
Income tax received 111 148
Payment of lease liabilities (37) (37)
Free cash flow (1,197) (362)
Adjusted EBITDA (874) (676)
Free Cash Flow Conversion 137% 53%
8. Finance income and expense
Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Interest receivable 6 -
Interest payable:
Movement in fair value of convertible loan note (1,410) (94)
Interest on lease liability (2) (4)
(1,412) (98)
9. Income tax
Income taxes recognised in profit or loss Year to 31 March 2022 Year to 31 March 2021
£'000 £'000
Audited Unaudited
Current tax
UK tax credit for the year 83 111
Deferred tax - -
Total income tax credit recognised 83 111
Loss on ordinary activities before tax (3,305) (817)
Loss on ordinary activities multiplied by normal rate of tax (19%) 628 155
Effects of:
Non-deductible expenses (413) (20)
R&D tax credit 83 111
Share based payments 51 12
Deferred tax asset not recognised (266) (147)
Tax credit for the year 83 111
The Group was not liable for corporation tax during the past two years due to
taxable losses being sustained in each of the years reported.
The Group has not recognised the deferred tax assets as the business is
developing its products. When there is clear visibility of profits, the Group
will recognise the deferred tax assets to the extent that sufficient taxable
income will be available. Accumulated tax losses carried forward were £3.4m
(31 March 2021 unaudited: £2.6m).
On 3 March 2021, the 2021 UK Budget announced an increase to the corporation
tax rate from 19% to 25% effective from April 2023. This was substantively
enacted on 24 May 2021.
10. Earnings per share
Year to 31 March 2022 Year to 31 March 2021
Audited Unaudited
Basic earnings per share
Loss attributable to equity shareholders of the parent (£'000) (3,222) (706)
Weighted average number of shares in issue 97,417,339 82,411,310
Basic loss per share (pence) (3.3p) (0.9p)
Basic loss per share is based on the weighted average number of ordinary
shares in issue during the period. Diluted loss per share would assume
conversion of all potentially dilutive ordinary shares arising from the share
schemes detailed in note 14. Due to the losses in both periods there are no
potentially dilutive ordinary shares, and therefore there is no difference
between the basic and diluted loss per share.
The consolidated financial information represents the historical information
prior to a group reorganisation on 23 December 2021 whereby the Company became
the parent company of the enlarged group. It is of limited significance to
calculate earnings per share on the historical equity of the companies forming
the Group prior to the reorganisation.
The weighted average number of shares uses the number of shares in issue on
admission to AIM on 23 December 2021. This has been applied retrospectively to
the number of shares in issue at 31 March 2021 and the metric has been
restated to ensure that the adjusted earnings per share figures are
comparable over the two periods.
Adjusted earnings per share
The calculation of adjusted earnings per share is based on the adjusted loss
after tax, as presented in note 7. Adjusted earnings per share figures are
given to exclude the effects of exceptional items and pre-reorganisation
finance costs, all net of taxation, and are considered to show the underlying
performance of the Group.
The weighted average number of shares uses the number of shares in issue post
admission on 23 December 2021.
Year to 31 March 2022 Year to 31 March 2021
Audited Unaudited
Adjusted earnings per share
Adjusted loss after tax (note 7) (£'000) (828) (612)
Weighted average number of shares in issue 97,417,339 82,411,310
Basic loss per share (pence) (0.8p) (0.7p)
11. Trade and other receivables
As at 31 March 2022 As at 31 March 2021
£'000 £'000
Audited Unaudited
Current
Trade receivables - gross 637 10
Provision for impairment of trade receivables - -
637 10
Other Debtors 32 768
VAT Debtor 205 -
Prepayments 318 19
1,192 797
The Group had no past due trade receivables as at 31 March 2022 (31 March 2021
unaudited: £nil).
Trade receivables are non-interest bearing and receivable under normal
commercial terms. The Directors consider that the carrying amount of trade and
other receivables approximates to their fair value and that no impairment is
required at the reporting dates. Trade and other receivables represent
financial assets and are assessed for impairment on an expected credit loss
model. Therefore, there is no expected credit loss provision for impairment at
31 March 2022 (31 March 2021 unaudited: £nil).
The impairment loss recognised in the income statement for the period in
respect of expected credit losses was £nil (2021 unaudited: £nil).
12. Trade and other payables
As at 31 March 2022 As at 31 March 2021
£'000 £'000
Audited Unaudited
Trade payables 426 27
Tax and social security payable 30 132
Other payables - 52
Accruals 430 28
886 239
The fair values of the Company's trade and other payables are considered to
equate to their carrying amounts.
13. Borrowings
As at 31 March 2022 As at 31 March 2021
£'000 £'000
Audited Unaudited
Current - -
Non-current - 694
- 694
Movement in net borrowings:
As at 31 March 2022 As at 31 March 2021
£'000 £'000
Audited Unaudited
Borrowings at 1 April 694 -
Convertible loan notes issued - 600
Movement in fair value of convertible loan note 1,410 94
Conversion of loan notes (2,104) -
- 694
In July 2020 the Group issued £600,000 convertible loan notes to four
investors with a nominal value of £600,000. The loan notes have a term until
July 2023 and a coupon rate of 8%. The loan notes automatically convert to
shares in the Company upon a Listing. Had conversion not occurred, the loan
notes were repayable in full in July 2023. The loan notes were treated as
non-current borrowings to match the financial instrument.
On 23 December 2021, the Company issued 10,523,630 Ordinary Shares in
Libertine Holdings PLC in settlement of the convertible loan note.
14. Share Capital
Ordinary Shares (£0.001)
Number £
At 1 April 2020 - -
Issued - -
At 31 March 2021 - -
Share for share exchange 82,411,310 82,411
Issued 56,407,700 56,408
At 31 March 2022 138,819,010 138,819
On 7 December 2021, the Group underwent a reorganisation in which Libertine
Holdings PLC became the ultimate parent undertaking of the Group. The
reorganisation was performed via a share for share exchange, whereby each
previous Ordinary Share in Libertine FPE Limited was exchanged for an Ordinary
Share in Libertine Holdings PLC.
On 16 December 2021, the Company issued 154,070 Ordinary Shares in Libertine
Holdings PLC for an equity settled transaction valued at £30,000.
On 23 December 2021, the Company issued 10,523,630 Ordinary Shares in
Libertine Holdings PLC in settlement of the convertible loan note. On the same
day the Company issued 45,000,000 Ordinary Shares in Libertine Holdings PLC
for £0.20 per share as part of its admission to AIM.
On 4 March 2022, the Company issued 730,000 Ordinary Shares in Libertine
Holdings PLC for £0.02 per share to settle share options.
15. Share Premium Account
£'000
At 1 April 2020 -
Issued -
At 31 March 2021 (Unaudited) -
Issued 11,094
Share issue costs (680)
At 31 March 2022 10,414
Share premium is the amount subscribed for share capital in excess of nominal
value.
Details of the share transactions are included in note 14. The Company
incurred £680,000 of professional fees in connection with its share issue.
16. Share based payments
Since 2017, before the incorporation of Libertine Holdings PLC, options have
been granted by Libertine FPE Limited to directors, employees and suppliers to
purchase Ordinary Shares. The Company has issued both EMI and Unapproved share
options. The options vest over a period of up to ten years from grant date and
are exercisable in the event of a listing.
The EMI scheme is open to all qualifying employees who are an employee within
the Group working 25 hours per week, or if less, 75% of their working time.
The Group has also issued unapproved options for employees, Directors and
suppliers who do not meet the EMI criteria.
The options have varying vesting periods, with shares vesting at the point of
the IPO listing. The listing is a necessary condition for exercise.
Details of the option plans are as follows:
As at 31 March 2022 As at 31 March 2021
Audited Unaudited
£'000 £'000
Outstanding at beginning of year 482,812 352,812
Granted 536,000 130,000
Forfeited (255,000) -
763,812 482,812
December 2021 share reorganisation 6,874,308 -
7,638,120 482,812
Exercised (730,000) -
Outstanding at end of year 6,908,120 482,812
All options had an exercise price of £0.20 when issued. In December 2021, all
outstanding options in Libertine FPE Limited were replaced by options in
Libertine Holdings PLC as part of the group reorganisation ahead of the IPO.
In advance of the share for share exchange and to ensure parity of the share
options with Ordinary Shares in issue, the number of options in issue were
increased by a factor of ten, with the exercise price reducing to £0.02 per
share.
All other option terms remained the same, and as such there was no difference
in fair value at the options replacement date.
The weighted average exercise price on outstanding options at 31 March 2022 is
£0.02.
The expected volatility is based on the historical volatility (based on the
share price) of comparator companies with publicly available share prices. The
risk-free interest rate is based on the average return on ten year UK gilts.
Assumed retention of the options was 100%.
The fair value of each option granted was estimated on the grant date using
the Black-Scholes option-pricing model with the following assumptions:
EMI Scheme Unapproved Scheme
Fair values at grant dates (per share) £0.28 - £0.55 £0.28 - £0.46
Share price at grant dates £0.47 - £0.64 £0.47 - £0.64
Exercise price £0.02 £0.02
Expected volatility 70% 70%
Option life (expected weighted average life) 1 - 10 years 0 - 2.8 years
Expected dividend 0% 0%
Risk-free interest rate (based on government bonds) 1.12% 1.12%
The total share option charge in the period was £271,000 (FY2020/21
unaudited: £63,000). £231,000 of the charge in the period was on
acceleration of options on vesting, as a result of the IPO. This charge has
been accounted for as an operating cost of an exceptional nature.
17. Events after the balance sheet date
No matters have arisen since the balance sheet date.
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