REG - Libertine Holdings - Half-year Report
15/12/2022 07:00
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RNS Number : 7584J Libertine Holdings PLC 15 December 2022
15 December 2022
Libertine Holdings PLC
("Libertine" the "Company" or the "Group")
Half year results for the six months ended 30 September 2022
Libertine Holdings PLC (LSE AIM: LIB), a developer of clean, highly efficient,
and fuel-flexible Linear Generator products, today announces its half year
results for the six months ended 30 September 2022 following Admission to AIM
in December 2021.
Highlights
· Delivered £0.6m (H1 FY2021/22: £0.1m) of commercial revenues in the
period.
· In December 2022, following initial test results in line with
performance expectations, Libertine has despatched a number of systems to
customer and strategic partner sites for system integration and performance
validation testing from Q1 2023.
· Libertine's LGN120-P1 performance validation prototype linear
generator for heavy duty powertrain applications is currently at MAHLE
Powertrain to demonstrate clean combustion of hydrogen and fuel flexibility to
use Compressed Natural Gas (CNG).
· Agreement of the novation of its Master Consultancy Services
Agreement with the General Electric Company (NYSE: GE) to Hyliion Holdings
Corp. (NYSE: HYLN). Hyliion has engaged Libertine to support the development
of the electrical linear generator for the KARNO generator, to be deployed in
Hyliion's Hypertruck powertrain platform.
· Partnership with Italian engine developer OFFICINA MOTO ITALIA to
create downsized, power dense Linear Generator products using renewable fuels.
· Memorandum of Understanding (MOU) entered into with Ashok Leyland to
evaluate the use of Libertine's technology platform for its commercial vehicle
powertrains.
· Investment in core technology development increased in-line with IPO
plans, and continued strengthening of our team including the appointment of
Peter Wright as an independent Non-Executive Director and Dr. Mohammad Naji as
full-time Business Development Officer.
· 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.
Outlook
Libertine has continued to deliver engineering services to customers across
Europe and the US, with increasing engagement with prospective OEM clients and
manufacturing partners in the UK, US, Europe and India.
Libertine remains focused on securing long-term relationships with Original
Equipment Manufacturers (OEMs), manufacturing and strategic development
partners, and supporting OEM development programmes via engineering services
ahead of licensing our technology for high volume manufacture.
Having completed the manufacture of performance validation prototype hardware
on two separate programmes, we look forward to demonstrating the performance
of linear generators in the test cells of our customers and strategic
partners.
Sam Cockerill, Chief Executive of Libertine, commented:
"We are pleased to have delivered continued technical progress in the period
with the completion of performance validation prototypes on two separate
programmes. We are excited about demonstrating the performance benefits and
bringing our technology to market."
"Over the period, we have continued to deliver on our commercial contracts,
invest in our technology platform, strengthen our team and enhance our
relationships with OEMs and strategic partners. We look forward to providing
further updates on commercial and technical progress over the coming months."
Half year results presentation
Sam Cockerill, Chief Executive Officer, and Gareth Hague, Chief Financial
Officer, will be hosting an Investor Meet Company presentation
at 2:00pm (UK time) on 15 December 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
Dougie McLeod
Hugh Rich (Corporate Broking)
Tavistock (Public Relations and Investor Relations) +44 207 920 3150
Simon Hudson libertine (mailto:libertine@tavistock.co.uk) @tavistock.co.uk
(mailto:libertine@tavistock.co.uk)
Rebecca Hislaire
Charles Baister
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 for
the six months ended 30 September 2022. Since our fundraising and listing on
the London Stock Exchange's AIM market in December 2021, we have continued to
invest for growth and support the adoption and use of Libertine's technology
by our OEM customers and strategic development partners.
We are pleased to have completed the manufacture of performance validation
prototypes on two separate programmes and look forward to demonstrating the
performance of linear generators in Q4 of FY2022/23.
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
During the period, Libertine has developed and hardened its technology
platform and completed the manufacture and delivery of performance validation
prototype linear generators on two separate programmes. These systems are in
the process of being integrated into customer / partner products, ahead of
further testing.
Additional grant funding was awarded during the period 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. We look forward to demonstrating this capability
during combustion testing at MAHLE Powertrain in Q4 of FY2022/23.
In September 2022, Libertine agreed to the novation of its Master Consultancy
Services Agreement with the General Electric Company to Hyliion Holdings
Corp.. Hyliion has engaged Libertine to support the development of the
electrical linear generator for the KARNO generator, to be deployed in
Hyliion's Hypertruck powertrain platform.
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 period, Libertine has completed the manufacture and testing of
performance validation prototypes for two separate applications, demonstrating
the scalability of our technology platform. We have also experienced increased
commercial interest across the range of applications that our technology
platform can serve.
Financial Performance
During the period the Group delivered £0.87m of commercial revenue and grant
income. The business has continued to deliver operational milestones across
revenue and grant contracts and is gaining commercial traction and increased
interest from OEMs.
Grant income of £0.22m in the period was in relation to further development
of the LGN120 performance validation prototype for heavy duty powertrains. The
manufacture and pre-acceptance testing on this project has been completed and
the system is in the test cell of our strategic partner, MAHLE Powertrain,
ahead of combustion testing.
Commercial revenues of £0.65m were delivered through the on-going work with
GE/Hyliion on project KARNO.
In line with the plans set out at IPO, investment in core technology
development increased during the period to £0.7m (FY2021/22: £0.2m). The
focus of development for the period has been on hardening the LGN-120 platform
and our partnership with OFFICINA MOTO ITALIA for the creation of downsized,
power dense linear generator products.
As of 30 September 2022, the Group had cash reserves of £4.8m.
Outlook
Libertine has continued to deliver engineering services to customers across
Europe and the US, with increasing engagement with prospective OEM clients and
manufacturing partners in the UK, US, Europe and India.
Libertine remains focused on securing long-term relationships with OEMs,
manufacturing and strategic development partners, and supporting OEM
development programmes via engineering services ahead of licensing our
technology for high volume manufacture.
Having completed the manufacture of performance validation prototype hardware
on two separate programmes, we look forward to demonstrating the performance
of linear generators in the test cells of our customers and strategic
partners, and bringing our technology to market.
Financial Review
HY2022/23 has seen Libertine convert commercial traction into the delivery of
income milestones through our ongoing project with GE/Hyliion. The funds
raised at IPO have allowed the business to accelerate its investment, as
planned, in 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
HY2022/23 HY2021/22
£m £m
Commercial revenue 0.7 0.1
Grant income 0.2 1.0
Total income 0.9 1.1
Cost of sales (0.8) (0.9)
Admin expenses (1.8) (0.6)
Adjusted EBITDA (1.7) (0.4)
Depreciation (0.1) -
Net interest charge - (0.1)
Loss before tax (1.8) (0.5)
Taxation 0.1 0.0
Loss after tax (1.7) (0.5)
Revenues and Grant Income
Most of the commercial revenue in the period came from the engineering
development with GE (now Hyliion), on the first phase of our joint development
agreement. This programme is continuing into the second half of FY2022/23.
Grant income in the period related to the additional grant funding to support
further development with MAHLE Powertrain, including fuel system adaptations
to demonstrate hydrogen and compressed natural gas ("CNG") fuel flexibility.
Operating Expenses
Administrative expenses increased in the period, because of investment into
our technology and engineering teams, as well as incremental costs as a result
of the IPO, such as professional fees and insurance costs. As planned, we have
continued to invest in our engineering and technology teams to support
customer programmes and the technology roadmap.
Adjusted EBITDA
The Adjusted EBITDA loss of £1.7m (HY2021/22: £0.4m) increased on the prior
year as a result of planned investment in engineering delivery and core
technical development, post the IPO fund raising.
Taxation
The tax credit for the period relates to research and development tax credits.
No corporation tax charge has been incurred in the period as a result of the
losses before taxation. The Group had £3.4m of unutilised tax losses as at 31
March 2022.
Cash
The Group end of period cash balance for HY2022/23 was £4.8m (HY2021/22:
£0.4m). The Group raised £9.0m with the IPO in December, before £1.5m of
share issue and Listing costs. The net change in the cash position is detailed
in the Statement of Cash Flows.
Accounting policies
The consolidated financial information has been prepared consistently in
accordance with International Financial Reporting 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 Interim Statement.
The Directors have robustly tested the going concern assumption in preparing
the Interim Statement, taking into account the Group's liquidity position as
at 30 September 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 Interim Statement 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 Interim Statement.
Interim Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2022
Six months ended 30 September 2022 Six months ended 30 September 2021
Note £'000 £'000
Revenue 4 648 64
Cost of sales (617) (60)
Gross profit 31 4
Other operating income 5 220 983
Administrative expenses (2,010) (1,392)
Loss from operations (1,759) (405)
Finance income 8 - 7
Finance expense 8 - (74)
Loss before taxation (1,759) (472)
Taxation 9 75 -
Loss for the year and total comprehensive loss for the year attributable to (1,684) (472)
the owners of the company
Basic and diluted earnings per share (pence) 10 (1.2p) (0.6p)
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 30 September 2022
Unaudited Unaudited Audited
As at 30 September 2022 As at 30 September 2021 As at 31 March
2022
Note £'000 £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 97 17 54
Right-of-use assets 3 35 19
100 52 73
Current assets
Inventory 272 - 107
Trade and other receivables 11 1,425 776 1,192
Corporation tax receivable 278 - 128
Cash and cash equivalents 4,813 385 6,697
6,788 1,161 8,124
Total assets 6,888 1,213 8,197
EQUITY AND LIABILITIES
Capital and reserves
Issued capital 14 139 - 139
Share premium account 15 10,422 - 10,414
Merger reserve 3,401 3,483 3,401
Share option reserve 351 100 351
Accumulated losses (8,840) (4,406) (7,156)
Total equity 5,473 (823) 7,149
LIABILITIES
Non-current liabilities
Borrowings 13 - 767 -
Lease liability, non-current - - -
- 767 -
Current liabilities
Trade and other payables 12 1,103 417 886
Deferred income 312 822 150
Lease liability, current - 30 12
1,415 1,269 1,048
Total liabilities 1,415 2,036 1,048
Total Equity and Liabilities 6,888 1,213 8,197
The accompanying notes form part of the financial statements.
Interim Consolidated Statement of Changes in Equity
for the six months ended 30 September 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 2021 - - 3,483 80 (3,934) (371)
Total comprehensive loss for the period - - (472) (472)
- -
Share option charge - - - 20 - 20
As at 30 September 2021 (Unaudited) - - (4,406) (823)
3,483 100
Total comprehensive loss for the period - - (2,750) (2,750)
- -
Share for share exchange 82 - (82) - - -
Issue of shares 57 11,094 - - - 11,151
Share issue costs - (680) - - - (680)
Share option charge - - - 251 - 251
As at 31 March 2022 139 10,414 3,401 351 (7,156) 7,149
Total comprehensive loss for the period - - (1,684) (1,684)
- -
Issue of shares - 8 - - - 8
As at 30 September 2022
(Unaudited) 139 10,422 3,401 351 (8,840) 5,473
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 reflects the cumulative comprehensive losses of the
Company.
Consolidated Statement of Cash Flows
for the six months ended 30 September 2022
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Cash flows from operating activities
Loss after tax for the year (1,684) (472)
Adjustments for:
Tax credits received - 111
Depreciation of property, plant & equipment 14 5
Depreciation of right-of-use asset 16 16
Share option charge - 20
Finance expense - 74
Finance income - (7)
Changes in working capital:
Increase in inventories (166) -
Increase in trade and other receivables (383) 21
Increase in trade and other payables 379 361
Net cash (used in) / generated from operating activities (1,824) 129
Cash flows from investing activities
Purchase of property, plant and equipment (56) (12)
Finance income received - 6
Net cash used in investing activities (56) (6)
Cash flows from financing activities
Payment of lease liabilities (12) (17)
Share issue (net of issue costs) 8 -
Interest paid - (1)
Net cash used in financing activities (4) (18)
Net change in cash and cash equivalents (1,884) 105
Cash and cash equivalents at the beginning of the year 6,697 280
Cash and cash equivalents at the end of the year 4,813 385
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 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.
The Interim Statement should be read in conjunction with the Company's last
annual consolidated financial statements as at and for the year ended 31 March
2022.
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 Interim Financial Statement has been prepared in accordance with UK
adopted international accounting standards and UK Companies Act 2006.
The financial information for the period ended 30 September 2022 and the
period ended 30 September 2021 is unaudited. The comparative financial
information for the period ended 31 March 2022 in this interim report does not
constitute statutory accounts for that period under 435 of the Companies Act
2006.
2. Going Concern
The Interim Statement has 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.
The Directors have prepared cash flow forecasts for the Group covering at
least the twelve-month period from the date of approving the interim
statement, 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 Interim Statement.
For these reasons they have prepared the Interim Statement on a going concern
basis.
3. Accounting policies
The principal accounting policies adopted in preparation of the Interim
Statement of the Group have been applied consistently to all period presented.
4. Revenue
Revenue arises from:
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
North America 642 64
EMEA 6 -
648 64
In the period ended 30 September 2022, one customer generated more than 10% of
total revenue (30 September 2021: two).
Revenue by category:
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Engineering Services 648 64
648 64
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:
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Grant income recognised that was included in the contract liability balance at
the beginning of the year
- 383
Aggregated amount of transaction price allocated to unsatisfied performance
obligation during in the year
- -
5. Other Operating Income
Other operating income by category:
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Grant income 220 983
220 983
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:
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Loss from operations (1,759) (405)
Add back:
Depreciation of property, plant and equipment 14 5
Deprecation of lease asset 16 16
EBITDA (1,729) (384)
Add back:
Operating costs of exceptional nature - 10
Adjusted EBITDA (1,729) (374)
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 (to 30 September 2021) include professional fees of £9,900 in
connection with the IPO.
Adjusted operating loss is calculated as follows:
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Loss from operations (1,759) (405)
Add back:
Operating costs of exceptional nature - 10
Adjusted loss from operations (1,759) (395)
Adjusted loss after tax is calculated as follows:
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Loss after tax (1,684) (472)
Add back:
Operating costs of exceptional nature - 10
Interest on convertible loan note - 73
Adjusted loss after tax (1,684) (389)
8. Finance income and expense
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Interest receivable - 7
Interest payable:
Movement in fair value of convertible loan note - (73)
Interest on lease liability - (1)
- (74)
- (67)
9. Taxation
Income taxes recognised in profit or loss Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Current tax
UK tax credit for the year 75 -
Deferred tax - -
Total income tax credit recognised 75 -
The Group was not liable for corporation tax during the past two periods due
to taxable losses being sustained in each of the periods reported. The tax
credit for the current period relates to research and development tax credits.
The Group has not recognised a deferred tax asset in respect of trading losses
incurred to date 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.
10. Earnings per share
Six months ended 30 September 2022 Six months ended 30 September 2021
£'000 £'000
Basic earnings per share
Loss attributable to equity shareholders of the parent (£'000) (1,684) (472)
Weighted average number of shares in issue 139,146,879 82,411,310
Basic loss per share (pence) (1.2p) (0.6p)
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 16. 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 interim statement information for the six months ended 30 September 2021
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 30 September 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.
Six months ended 30 September 2022 Six months ended 30 September 2021
Adjusted earnings per share
Adjusted loss after tax (note 7) (£'000) (1,684) (389)
Weighted average number of shares in issue 139,146,879 82,411,310
Basic loss per share (pence) (1.2p) (0.5p)
11. Trade and other receivables
As at 30 September 2022 As at 30 September 2021
£'000 £'000
Current
Trade receivables - gross 47 758
Provision for impairment of trade receivables - -
47 758
Other Debtors 16 -
VAT Debtor 196 -
Prepayments 501 18
Accrued income 665 -
1,425 776
The Group had no past due trade receivables as at 30 September 2022 (30
September 2021: £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
30 September 2022 (30 September 2021: £nil).
The impairment loss recognised in the income statement for the period in
respect of expected credit losses was £nil (HY2021/22: £nil).
12. Trade and other payables
As at 30 September 2022 As at 30 September 2021
£'000 £'000
Trade payables 312 267
Tax and social security payable 48 25
Other payables 23 78
Accruals 720 -
VAT creditor - 47
1,103 417
The fair values of the Company's trade and other payables are considered to
equate to their carrying amounts.
13. Borrowings
As at 30 September 2022 As at 30 September 2021
£'000 £'000
Current - -
Non-current - 767
- 767
Movement in net borrowings:
As at 30 September 2022 As at 30 September 2021
£'000 £'000
Borrowings at 1 April - 694
Movement in fair value of convertible loan note - 73
- 767
In July 2020 the Group issued £600,000 convertible loan notes to four
investors with a nominal value of £600,000. The loan notes had a term until
July 2023 and a coupon rate of 8%. The loan notes automatically converted 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 2021 and 30 September 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
Issued 400,000 400
At 30 September 2022 139,219,010 139,219
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.
On 3 May 2022, the Company issued 400,000 Ordinary Shares in Libertine
Holdings PLC for £0.02 per share to settle share options.
15. Share Premium Account
£'000
At 1 April 2021 and 30 September 2021 -
Issued 11,094
Share issue costs (680)
At 31 March 2022 10,414
Issued 8
At 30 September 2022 10,422
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 at the point of the IPO 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 30 September As at 30 September 2021
2022
Outstanding at beginning of year 6,908,120 482,812
Granted - 330,000
Forfeited - (65,000)
Exercised (400,000) -
Outstanding at end of year 6,508,120 747,812
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 30 September
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 £nil (30 September 2021:
£20,000).
17. Events after the balance sheet date
No matters have arisen since the balance sheet date.
-ends-
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