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REG - LifeSafe Holdings - Final Results for the year ended 31 December 2023

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RNS Number : 8740T  LifeSafe Holdings PLC  26 June 2024

 For immediate release  26 June 2024

 

LifeSafe Holdings plc

('LifeSafe', the 'Group' or the 'Company')

 

Final Results for the year ended 31 December 2023

 

Strong growth and strategic progress

 

LifeSafe (AIM:LIFS), a fire safety technology business with innovative fire
extinguishing fluids and fire safety products, reports its audited Final
Results for the year ended 31 December 2023 ('FY23').

 

Financial highlights

 

 ·           Revenue up 46% to £5.9 million (2022: £4.0 million)
 ·           Gross profit of £3.4 million at 57.6% margin (2022: £2.3 million at 57.0%
             margin)
 ·           Underlying loss before interest, tax, depreciation and amortisation(1)
             ('underlying LBITDA') of £1.4 million (2022: £1.3 million)
 ·           Non-underlying costs of £0.6 million (2022: £1.6 million) comprising
             share-based payment charges of £503,000 and other costs of £92,000 (2022:
             IPO costs charged to the income statement of £727,000, share-based payment
             charges of £630,000, other costs of £58,000 and convertible loan interest of
             £187,000)
 ·           Loss before tax of £2.2 million (2022: £3.0 million)
 ·           Capitalised product development spend of £0.4 million (2022: £0.4 million)
 ·           Net debt at 31 December 2023 of £0.2 million (31 December 2022: net cash of
             £1.1 million) with £0.4 million of funds due from December 2023 equity
             fundraise, received in January 2024

 

Operational highlights

 

 ·           Introduction of Lithium Thermal Runaway Fluid in January 2023 at Intersec, the
             world's leading event for emergency services, security and safety
 ·           StaySafe All-in-1 fire extinguisher launched in the UK in April 2023, and in
             the US in July 2023,  specifically designed to extinguish ten different types
             of fire, including lithium-ion battery fires, replacing the successful
             StaySafe 5-in-1 fire extinguisher
 ·           First industrial partnership secured with Wormald Fire & Security,
             Australia's largest fire protection and safety business, announced in
             September 2023, followed by partnerships with Reacton and Xerotech announced
             in December 2023
 ·           Appointment to QBE Insurance Group's Solutions Panel in September 2023 as
             best-in-class supplier of choice to their global client network
 ·           Launch of Pre-Trauma Fluid in December 2023, a unique, non-conductive coolant
             fluid designed specifically to prevent thermal runaway in battery packs which
             can be caused by overheating, overcharging or damage
 ·           Launch of Wildfire Pro Fluid in December 2023, a non-toxic and fluorine-free
             fluid engineered to suppress, extinguish and prevent the spread of devastating
             wildfires. Unlike current fluorine-based fluid solutions, Wildfire Pro's
             non-toxic and fluorine-free properties pose no chemical threat to wildlife or
             natural ecosystems

( )

 

 

Post period highlights

 

 ·           Industrial partnership and distribution agreement with Lingjack announced in
             January 2024 for the supply of LifeSafe's Thermal Runaway Fluid across
             Singapore, China, Malaysia, Thailand and Indonesia
 ·           Industrial partnership agreement and contract with Trinity Fire & Security
             Systems Ltd announced in May 2024 for the supply of LifeSafe's new range of
             fire extinguishers filled with Multi-Purpose Fluid
 ·           On 31 May 2024, completion of over-subscribed equity fundraising raising gross
             proceeds of £2.0 million

 

(1) Underlying LBITDA represents loss for the year before finance expense,
tax, depreciation and amortisation, and non-underlying items (which comprise
share-based payment charges and other non-underlying items).

( )

 

Commenting on the Final Results, Dominic Berger, Chairman of LifeSafe, said:
"Our Digital First strategy has successfully built brand awareness and
recently unlocked wholesale and industrial channels with agreements signed for
the development and distribution of our new fluids.

 

We now have the opportunity to continue to grow consumer awareness across
existing and new territories, which, together with the evolution of the
Group's B2C strategy towards a B2B2C model, should see the Group reach
profitability at lower volumes than under a direct-to-consumer model, as we
focus on increasing profitability and cash generation.

 

Although testing and commercialisation of our fluids with large industry
leaders takes time and investment, I believe these partnerships represent the
start of the journey to deliver significant value for our shareholders."

 

Investor presentation

 

A Teams meeting for sell-side analysts will be held at 10.00am (BST) today.
 Please contact info@lifesafetechnologies.com
(mailto:info@lifesafetechnologies.com) if you wish to join the meeting.

 

The Company will also be hosting a presentation for retail investors to
discuss the announcement on 27 June 2024 at 5.00pm (BST).  Please email
info@lifesafetechnologies.com (mailto:info@lifesafetechnologies.com) to
register your interest.

 

 

For further enquiries:

 

 LifeSafe Holdings plc
 Dominic Berger, Chairman                                       info@lifesafetechnologies.com (mailto:info@lifesafetechnologies.com)
 Neil Smith, CEO
 Mike Stilwell, CFO

 Zeus (Nominated Adviser & Broker)                              Tel: +44 (0) 20 3829 5000
 David Foreman, Alexandra Campbell-Harris (Investment Banking)
 Alice Lane (Corporate Broking)

 

 

Notes to Editors

 

LifeSafe is a fire safety technology business that develops eco-friendly,
novel and innovative fire extinguishing and prevention fluids and life-saving
fire safety products.  LifeSafe has developed a market disrupting range of
eco-friendly fire safety protection products; a new patent-pending Thermal
Runaway Fluid to combat lithium battery fires by permanently extinguishing and
preventing re-ignition, and the StaySafe All-in-1, a handheld eco-friendly and
fully recyclable extinguisher which is verified to extinguish ten different
types of fire and the number one selling fire extinguisher on Amazon UK.
 LifeSafe is successfully creating new markets for the Group in fire safety
through its innovative technologies, products, digital marketing and
multi-channel sales; and is continuing to develop new fluid derivations for
applications in various industrial market sectors.

 

LifeSafe was admitted to trading on AIM in July 2022 with the ticker LIFS.

 

For further information please visit: https://www.lifesafeholdingsplc.com
(https://www.lifesafeholdingsplc.com/) .

LinkedIn: https://www.linkedin.com/company/lifesafe-technologies
(https://www.linkedin.com/company/lifesafe-technologies)

Twitter: https://twitter.com/LifesafeT (https://twitter.com/LifesafeT)

 

 

 

Chairman's Statement

 

Overview

 

The Group achieved extraordinary sales growth in 2023, with revenue reaching
nearly £6 million, almost exclusively through digital consumer channels in
the UK and US.  This is an excellent endorsement of the appeal of the
StaySafe 5-in-1 and its successor, the StaySafe All-in-1, launched from April
2023, and highlights the traction the LifeSafe brand has achieved in the fire
safety market since launching on Amazon Prime in the UK in August 2021.  At
the same time, the Group made excellent operational and strategic progress,
completing the development of a number of new innovative fluids and securing
strategic industrial development and distribution partners, in line with the
Board's long-term strategy to save lives by driving innovation and sales of
its products globally.

 

As the Group scaled at pace in 2023, it faced a number of cost pressures.
The costs of logistics and warehousing inevitably increased in line with the
volume of activity, particularly in addressing demand in the US market.
However, the most significant cost challenges were seen with digital
marketing, which increased significantly in 2023.  These cost increases,
combined with the underperformance of a digital marketing partner in Q4, held
back expected sales growth and led to an operating loss significantly higher
than that originally expected by the Board.

 

We acted quickly to address this through a programme of overhead and supply
chain cost reductions, including a comprehensive review of our US digital
sales channels.  Consequently, the Group pivoted its US sales model from a
pure B2C to a B2B2C model, partnering with wholesalers to improve both gross
and net margins of the Group due to the direct costs of fulfilment and
commission being avoided, as well as the significant digital advertising
overhead of selling directly through digital channels.  It is expected that
these savings will more than outweigh the reduced revenue the Group will
receive through the new B2B2C model and help to ensure that digital channel
profitability is achieved at a lower volume point for the Group.

 

Going forward, the Group also expects to improve margins through increased mix
of wholesale and industrial sales, which add to revenue without the level of
marketing investment or logistics costs inherent with the direct-to-consumer
channel.

 

The Group made excellent progress along its innovation roadmap during the
year.  In January 2023, we introduced our lithium Thermal Runaway Fluid
('TRF') at Intersec, the world's leading event for emergency services,
security and safety.  We launched the StaySafe All-in-1 fire extinguisher in
the UK in April 2023 and in the US in July 2023.  In December 2023, we
launched our unique Pre-Trauma Fluid ('PTF') and Wildfire Pro Fluid, detailed
further below.

 

The Group also established a number of significant partnerships during the
year.  In September 2023, we were appointed to QBE Insurance Group's
Solutions Panel as the best-in-class supplier for their global client network.
 In the same month, we announced our first industrial partnership with
Wormald Fire & Safety, a leading fire safety and protection business in
Australia, to distribute our TRF throughout Australia and New Zealand.  This
was shortly followed in December 2023 with the announcement of industrial
partnership and collaboration agreements with Reacton and Xerotech for the
supply of our TRF and PTF in various fire and battery safety application
systems.

 

Despite short-term cost headwinds, the Group has taken action to improve
profitability and remains on track in executing its strategy to build a
multi-product, multi-channel, international business capable of delivering
significant long-term value for our shareholders.

 

Results

 

For the year to 31 December 2023, the Group's revenue increased significantly
to £5.9 million (2022: £4.0 million), as the Group successfully continued
the commercialisation of its market-disrupting, eco-friendly fire
extinguishing fluid.

 

Gross profit increased significantly to £3.4 million (2022: £2.3 million)
and the gross margin improved to 57.6% (2022: 57.0%).

 

The Group made an underlying loss before tax(1) of £1.6 million (2022: £1.4
million).  After charging £0.6 million in non-underlying costs largely in
relation to share-based payment charges (2022: £1.6 million in relation to
IPO costs, share-based payment charges and convertible loan note interest),
Group loss before tax for the year was £2.2 million (2022: £3.0 million).
Underlying LBITDA(2) was £1.4 million (2022: £1.3 million).

( )

(1) Underlying loss before tax of £1.6 million is before non-underlying items
of £0.6 million (2022: underlying loss before tax of £1.4 million is before
non-underlying items of £1.6 million).

 

(2) Underlying LBITDA of £1.4 million is loss before tax, before finance
expense of £0.1 million, depreciation and amortisation of £0.1 million, and
non-underlying items of £0.6 million (2022: underlying LBITDA of £1.3
million is loss before tax, before finance expense of £0.2 million,
depreciation and amortisation of £0.1 million, and non-underlying items of
£1.4 million).

 

Net debt at 31 December 2023 was £171,000 (31 December 2022: net cash of
£1.1 million) as working capital facilities were utilised to increase stock
to meet expected demand, particularly in Q4 2023.

 

Placing and share subscription - August and December 2023

 

During 2023, the Company successfully completed equity placings and
subscriptions raising, in aggregate, gross proceeds of £1.6 million.

 

Post balance sheet placing, share subscription and retail offer of shares -
May 2024

 

In May 2024, the Company successfully completed an equity placing,
subscription and retail offer raising gross proceeds of £2.0 million.

 

We are grateful for the support of both new and existing shareholders, whose
investment will be used to maximise the business opportunity in front of us.

 

People

 

The pace of our commercial and operational growth could not have been achieved
without the commitment and resilience of our people and I would like to extend
my sincere thanks to them for their hard work and commitment.

 

Research and development, technology and intellectual property

 

The Group accelerated its development programme over the year in response to
growing industry demand for its unique, environmentally friendly solutions.
 We launched the StaySafe All-in-1 fire extinguisher in the UK in April 2023,
in the US in July 2023, and in key European territories in March 2024.

 

We are significantly ahead of our strategic plan in the development, testing
and pipeline of next generation fluids for wholesale and industrial sectors.
 In January 2023, we launched our lithium TRF, specifically designed to
address the escalating issue of thermal runaway in lithium batteries by
permanently extinguishing and preventing the re-ignition of lithium fires.

 

In December 2023, we launched our PTF, a unique, non-conductive coolant fluid
designed specifically to prevent thermal runaway in battery packs which can be
caused by overheating, overcharging or damage. It is an innovative,
patent-pending solution that prevents the threat of thermal runaway by
significantly reducing the transfer of heat within a battery pack.  The PTF
is non-toxic, non-hazardous and importantly non-corrosive, a significant leap
forward in the efforts to better control battery fires in a safe and more
sustainable way.

 

In the same month, we launched our Wildfire Pro fluid ('WF-P'), a non-toxic
and fluorine-free wildfire fluid engineered to suppress, extinguish and
prevent the spread of devastating wildfires.  Unlike current fluorine-based
fluid solutions, WF-P's non-toxic and fluorine-free properties pose no
chemical threat to wildlife or natural ecosystems.  WF-P controls wildfires
through LifeSafe's patent-pending fluid, incorporating the Group's EndoShield
and ExoSuppression technologies, which first absorbs the energy and heat from
the fire, and then prevents re-ignition by stopping any further oxygen from
fuelling embers. Through lengthy testing and development, it was identified
that the fluid can be used as a retardant when used as a pre-treatment,
presenting a truly complete solution when tackling deadly forest fires. The
spraying of the fluid onto land creates a barrier to fire from which the
applied area will simply not ignite.

 

All LifeSafe's fire extinguishing and coolant fluids are fluorine-free,
non-toxic, and non-hazardous, and are specifically designed to meet the
requirements of the individual application and address new fire challenges
posed by new technology (lithium-ion batteries), legislative change and
environmental concerns.

 

LifeSafe's intellectual property is protected through the grant of one patent
and patent applications for eight further fluid derivations across the UK and
internationally.  The Board recognises the importance of protecting its
intellectual property and rigorously guards its innovation.  The Group
employs an intellectual property attorney to protect its interests and has
intellectual property defence and pursuit insurance to protect its
investments.

 

Strategic partnerships

 

During 2023, the Group announced the significant strategic milestone of
signing its first industrial partnership agreement with Wormald Fire &
Security.  Under the strategic partnership agreement, LifeSafe will supply
its new fluorine-free, lithium TRF fire extinguishing fluid exclusively in
Australia to Wormald for use in their range of fire safety equipment.  In
addition to the expected revenue benefits from the distribution of the Group's
fluids, Wormald has provided LifeSafe with crucial introductions and expertise
in helping to access other geographies and market sectors.

 

In September 2023, LifeSafe was appointed to QBE Insurance Group's Solutions
Panel.  The appointment represents the culmination of 14 months assessment
and testing of the Group's range of fire extinguishing fluids and products.
As well as generating revenue directly from recommendations to its customer
base, QBE's powerful endorsement of the Group's fluids will be invaluable in
building trust and credibility in the conversion of LifeSafe's growing
industrial sales pipeline.

 

In December 2023, we announced a potentially transformative development
partnership and collaboration agreement with Xerotech Limited, one of the
fastest growing battery manufacturers in Europe.   Xerotech specialises in
the manufacture of high performance, high voltage batteries and battery packs
across multiple sectors including, but not limited to, heavy machinery,
defence, rail and energy. The partnership agreement will support the
development and application methods for the deployment of LifeSafe's PTF and
TRF to tackle battery overheating and support the cooling systems.

 

In the same month, we announced a partnership agreement with global fire
suppression manufacturer Reacton Fire Suppression Limited, which specialises
in the manufacture of automatic fire suppression systems for an extensive
range of assets and industries.  Following extensive testing and development,
the partnership will enable Reacton to sell the innovative PTF and TRF as part
of its global fire safety solutions.

 

Post the year-end, in January 2024, we announced the signing of a distribution
agreement for the supply of our TRF to Lingjack Fire and Life Saving PTY
('Lingjack'), a substantial Asian fire safety business located in Singapore.
 The distribution agreement represents a major growth opportunity for
LifeSafe, providing a new and incremental revenue opportunity, as well as
expansion into a significant territory.  The initial stages of the exclusive
agreement will see LifeSafe's TRF solution added to Lingjack's range of fire
extinguishers and fixed suppression systems across Singapore, China, Malaysia,
Thailand and Indonesia.

 

In addition, in May 2024, we announced the signing of a contract for the
supply of our new range of fire extinguishers and Multi-Purpose Fluid with
Trinity Fire Safety & Security, a business with annual turnover exceeding
£60 million with over 2,000 customers, providing fire safety equipment and
services across multiple sectors to customers including the Ministry of
Defence, NHS, IKEA, Mitie, CBRE, John Lewis, Selfridges and Heathrow Airport.

 

Outlook

 

The Group's Digital First strategy has been instrumental in building brand
awareness and unlocking wholesale and industrial channels.  The Board
believes the evolution of the Group's B2C strategy towards a B2B2C model
should see the Group reach profitability at lower volumes than under a
direct-to-consumer model.

 

The addressable market for the StaySafe All-in-1 is substantial, with multiple
uses in and outside of the home.  We will continue to grow consumer awareness
across existing and new territories, helping save lives, property and the
environment.  We  will continue to evolve our consumer proposition extending
the number of channels to market complementary to digital as we focus on
increasing profitability and cash generation.  We believe every home should
have a StaySafe All-in-1.

 

We have made excellent progress in entering into industrial and wholesale
agreements for the development and distribution of our new fluids.  Whilst
the testing and commercialisation of our fluids with large industry leaders
takes time and investment, I believe these partnerships represent the start of
the journey to deliver significant value for our shareholders in line with the
diversification strategy put in place at the IPO in 2022.

 

 

 

Dominic Berger

Executive Chairman

26 June 2024

 

 

Consolidated statement of comprehensive income

For the year ended 31 December 2023

 

                                                                            2023                                                                  2022
                                                                            Non-underlying items (note 4)                                         Non-underlying items

                                              Before non-underlying items                                           Before non-underlying items   (note 4)

                                                                                                           Total                                                        Total
                                        Note  £000                          £000                           £000     £000                          £000                  £000
 Revenue                                3     5,879                         -                              5,879    4,028                         -                     4,028
 Cost of sales                                (2,490)                       -                              (2,490)  (1,732)                       -                     (1,732)
 Gross profit                                 3,389                         -                              3,389    2,296                         -                     2,296
 Administrative expenses                4     (4,912)                       (595)                          (5,507)  (3,676)                       (1,415)               (5,091)
 Loss from operations                         (1,523)                       (595)                          (2,118)  (1,380)                       (1,415)               (2,795)
 Finance expense                        4,5   (93)                          -                              (93)     (5)                           (187)                 (192)
 Loss before tax                              (1,616)                       (595)                          (2,211)  (1,385)                       (1,602)               (2,987)
 Taxation                               6     (7)                           -                              (7)      173                           -                     173
 Loss for the year                            (1,623)                       (595)                          (2,218)  (1,212)                       (1,602)               (2,814)
 Other comprehensive income
 Total other comprehensive income             -                             -                              -        -                             -                     -
 Total comprehensive expense                  (1,623)                       (595)                          (2,218)  (1,212)                       (1,602)               (2,814)
 Basic and diluted loss per share (£)   7                                                                  (0.09)                                                       (0.15)

 

All amounts relate to continuing activities.

Consolidated statement of financial position

As at 31 December 2023

 

                                                             As at         As at

                                                             31 December   31 December 2022

                                                             2023          £000

                                                      Note   £000
 Non-current assets
 Intangible assets                                           788           483
 Property, plant and equipment                               11            10
                                                             799           493
 Current assets
 Inventories                                                 626           442
 Trade and other receivables                          8      1,068         659
 Cash and cash equivalents                            9      60            1,166
                                                             1,754         2,267
 Total assets                                                2,553         2,760
 Current liabilities
 Trade and other payables                             10     (896)         (1,002)
 Borrowings                                           11     (220)         (7)
 Other provisions                                            -             (24)
                                                             (1,116)       (1,033)
 Non-current liabilities
 Borrowings                                           11     (11)          (19)
                                                             (11)          (19)
 Total liabilities                                           (1,127)       (1,052)
 Net assets                                                  1,426         1,708
 Equity attributable to equity holders of the Parent
 Called up share capital                              12     272           221
 Shares to be issued reserve                          12     103           -
 Share premium account                                12     5,431         4,152
 Share-based payment reserve                                 1,360         857
 Accumulated losses                                          (5,740)       (3,522)
 Total equity                                                1,426         1,708

 

Consolidated statement of changes in equity

For the year ended 31 December 2023

 

 

                                                                                     Share-based payment

                                             Shares to be issued reserve   Share     reserve              Convertible loan note reserve £000

                                   Share     £000                          premium   £000                                                       Accumulated   Total equity

                                   capital                                 account                                                              losses        £000

                                   £000                                    £000                                                                 £000
 Balance at 1 January 2022         3         -                             4,627     114                  171                                   (5,241)       (326)
 Comprehensive income
 Loss for the year                 -         -                             -         -                    -                                     (2,814)       (2,814)
 Share-based payments              -         -                             -         630                  -                                     -             630
 Issue of warrants                 -         -                             (113)     113                  -                                     -             -
 Transactions with owners:
 Bonus issue of shares             151       -                             -         -                    -                                     (151)         -
 Cancellation of share premium     -         -                             (4,464)   -                    -                                     4,464         -
 Shares issued for cash            40        -                             3,047     -                    -                                     -             3,087
 Share issue costs                 -         -                             (368)     -                    -                                     -             (368)
 Convertible loan notes exercised  27        -                             1,423     -                    (354)                                 220           1,316
 Convertible loan notes issued     -         -                             -         -                    183                                   -             183
 Balance at 31 December 2022       221       -                             4,152     857                  -                                     (3,522)       1,708

 

 

 Balance at 1 January 2023    221  -    4,152  857    -   (3,522)  1,708
 Comprehensive income
 Loss for the year            -    -    -      -      -   (2,218)  (2,218)
 Share-based payments         -    -    -      503    -   -        503
 Transactions with owners:
 Shares issued for cash       51   -    1,455  -      -   -        1,506
 Shares to be issued          -    103  -      -      -   -        103
 Share issue costs            -    -    (176)  -      -   -        (176)
 Balance at 31 December 2023  272  103  5,431  1,360  -   (5,740)  1,426

 

 

Consolidated statement of cash flows

For the year ended 31 December 2023

 

                                                                        Year ended    Year ended

31 December
31 December

      2023          2022
                                                                 Note

      £000          £000

 Cash flows from operating activities
 Loss before taxation from continuing activities                        (2,211)       (2,987)
 Adjustments for non-cash/non-operating items:
 Depreciation of property, plant and equipment                          2             2
 Amortisation of intangible assets                                      130           90
 IPO costs                                                       4      -             727
 Equity-settled share-based payments                             4      503           630
 Finance expense                                                 5      93            192
 Operating cash flows before movements in working capital               (1,483)       (1,346)
 Increase in inventories                                                (184)         (252)
 Increase in trade and other receivables                         8      (211)         (357)
 (Decrease)/increase in trade and other payables and provisions  10     (179)         734
 Cash used in operations                                                (2,057)       (1,221)
 Corporation tax received                                               169           -
 Net cash used in operating activities                                  (1,888)       (1,221)
 Cash flows used in investing activities
 Purchase of property, plant and equipment                              (3)           (1)
 Purchase of intangibles                                                (435)         (408)
 Net cash used in investing activities                                  (438)         (409)
 Cash flows from financing activities
 Shares issued for cash (net of expenses)                        12     1,114         1,993
 Proceeds from borrowings                                        11     893           -
 Repayment of borrowings                                         11     (694)         (7)
 Proceeds from issue of convertible loan notes                          -             750
 Loan interest paid                                              5      (91)          -
 Other interest paid                                             5      (2)           (4)
 Net cash generated by financing activities                             1,220         2,732
 Net (decrease)/increase in cash and cash equivalents                   (1,106)       1,102
 Cash and cash equivalents at the beginning of the year                 1,166         64

 Cash and cash equivalents at the end of the year                9      60            1,166

 

 

Notes

 

1.    General information

 

These consolidated financial statements were approved by the Board of
Directors on 25 June 2024.

 

2.    Basis of preparation

 

The auditors have issued an unqualified opinion on the full financial
statements for the year ended 31 December 2023 which will be made available
for shareholders and delivered to the Registrar of Companies in due course.
The financial information in this announcement for the years ended 31 December
2023 and 2022 does not constitute statutory financial statements within the
meaning of Section 434 of the Companies Act 2006.  The information contained
within this announcement for the year ended 31 December 2023 has been
extracted from the audited financial statements which have been prepared in
accordance with International Financial Reporting Standards ('IFRS') as
endorsed by the United Kingdom ('adopted IFRS'), and those parts of the
Companies Act 2006 applicable to companies reporting under IFRS.  They have
been prepared using the historical cost convention except where the
measurement of balances at fair value is required.  The information in this
preliminary statement has been extracted from the audited financial statements
for the year ended 31 December 2023 and, as such, does not contain all the
information required to be disclosed in the financial statements prepared in
accordance with IFRS.

 

3.    Revenue from contract customers

 

No one customer made up more than 10% or more of revenue in the year ending 31
December 2023 (2022: none).  Management considers revenue derives from one
business stream being the sale of fire extinguishing and related products.

 

 

4.    Non-underlying items

                                 Year ended         Year ended

                                 31 December 2023   31 December 2022

                                 £000               £000
 Share-based payment charges     503                630
 Other non-underlying costs      92                 58
 IPO costs                       -                  727
 Within administrative expenses  595                1,415
 Convertible loan note interest  -                  187
 Within finance expense          -                  187
                                 595                1,602

 

IPO costs

On Admission to AIM on 6 July 2022, the Company issued 4,000,000 new ordinary
shares and 2,716,550 ordinary shares to the providers of convertible loans,
taking the number of ordinary shares in issue to 22,108,050.  The total gross
proceeds amounted to £3,000,000.  The costs of issue amounted to £1,095,000
of which £727,000 was recognised as a non-underlying expense in the
consolidated statement of comprehensive income for 2022 and £368,000 was
allocated to the share premium account in the consolidated statement of
financial position.

 

Other non-underlying costs

Other non-underlying costs of £92,000 have been provided in the year in
relation to employment termination costs.

 

Convertible loan note interest

The total charge recognised in 2022 in relation to convertible loan note
interest amounted to £187,000.

 

Share-based payment charges

The total charge recognised for the year in relation to share-based payments
amounted to £503,000 (2022: £630,000).

 

The Group operates equity-settled share-based remuneration schemes for
employees.  The terms and conditions of the grants are detailed below:

                       No. of                                                          Contractual life

 Date of grant         options    Exercise price (£)    Vesting conditions             of options
 30 September 2021(1)  1,495,650  0.48                  IPO                            10 years
 11 October 2021(1)    1,645,200  0.48                  IPO/market capitalisation      10 years
 29 March 2022(1)      1,645,200  0.16                  12 months from admission date  10 years
 26 July 2022          1,167,301  0.75                  Total shareholder return       10 years
 13 October 2022       974,965    0.75                  Total shareholder return       10 years

(1) The number of share options granted, and the corresponding exercise price,
are shown after the Company's 49 for 1 bonus issue of shares on 9 May 2022.

 

Details of the number of share options granted, exercised, lapsed and
outstanding at the end of each year, as well as the weighted average exercise
prices in £ ('WAEP'), are as follows:

 

                                       As at 31 December                                          As at 31 December

                                       2023                                                       2022

                                       Number                                              WAEP   Number                                                            WAEP

                                                                                           £                                                                        £
 Outstanding at beginning of the year  5,283,116                                           0.49   3,140,850                                                         0.48
 Granted during the year               -                                                   -      3,787,466                                                         0.49
 Forfeited/lapsed during the year      -                                                   -      (1,645,200)                                                       0.48
 Exercised during the year                                      -                          -                      -                -                                -
 Outstanding at end of the year        5,283,116                                           0.49   5,283,116                                                         0.49
 Exercisable at end of the year        3,140,850                                           0.31   1,495,650                                                         0.48

 

 

5.    Finance expense

 

                                                                                                                                                                         Year ended         Year ended

                                                                                                                                                                         31 December 2023   31 December 2022

                                                                                                                                                                         £000               £000
 Interest on bank loans                                                                                                                                                  1                  5
 Interest on other loans                                                                                                                                                 90                 -
 Interest on convertible loan notes                                                                                                                                      -                  187
 Other interest                                                                                                                                                          2                  -
                                                                                                                                                                         93                 192

6.    Taxation

 

A net tax charge of £7,000 (2022: tax credit £173,000) has been recognised
arising from the surrender of taxable losses for a research and development
tax credit in the year, more than offset by the adjustment of the previous
year's estimate of the research and development tax credit for that year to
the actual credit received.

 

7.    Loss per share

 

Loss per share is calculated as follows:

                                                                       Year ended         Year ended

                                                                       31 December 2023   31 December 2022
 Basic and diluted loss per share (£)                                  (0.09)             (0.15)
 The calculations of basic and diluted loss per share are based upon:
 Loss for the year attributable to owners of the Parent (£000)         (2,218)            (2,814)

 Weighted average number of ordinary shares (number)                   23,374,334         18,666,870

 

The calculation of the basic loss per share is based on the results
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year.

The weighted average number of shares in issue is used as the denominator in
the calculating basic loss per share.  As the Group is loss making the effect
of instruments that convert into ordinary shares is considered anti-dilutive,
hence there is no difference between the diluted and non-diluted loss per
share.

 

8.    Trade and other receivables

 

                                       31 December 2023  31 December 2022

                                       £000              £000
 Amounts falling due within one year:
 Trade receivables                     9                 17
 Other receivables                     458               160
 Taxation and social security          468               326
 Prepayments and accrued income        133               156
                                       1,068             659

 

Other receivables at 31 December 2023 included £375,000 in respect of monies
due from shareholders in relation to the placing and subscription of shares in
December 2023, the majority of which had been received by the Company's Broker
and Nominated Advisor but not yet transferred to the Company at the year
end.  These funds were received in January 2024.

 

9.    Cash and cash equivalents

 

                                   31 December 2023  31 December 2022

                                   £000              £000
 Cash at bank available on demand  60                1,166
                                   60                1,166

 

10.  Trade and other payables

 

                                       31 December 2023  31 December 2022

                                       £000              £000
 Amounts falling due within one year:
 Trade payables                        432               665
 Other payables                        12                61
 Accruals                              231               181
 Other taxation and social security    221               95
                                       896               1,002

 

11.  Borrowings

 

               31 December 2023  31 December 2022

               £000              £000
 Current:
 Bank loans    8                 7
 Other loans   212               -
 Non-current:
 Bank loans    11                19
               231               26

 

A maturity analysis of the Group's borrowings is shown below:

 

                                          31 December 2023  31 December 2022

                                          £000              £000
 Less than 1 year                         220               7
 Later than 1 year and less than 5 years  11                19

 

Bank loans comprise a Coronavirus Bounce Back Loan Scheme loan provided by
HSBC.  The loan was taken out in May 2020 and matures five years after this
date.  The loan incurs interest of 2.5%.

 

Other loans comprise monies to fund certain of the Group's annual insurance
premia and a supplier invoice finance facility.  The annual insurance premium
loans are repayable in equal monthly instalments to 24 June 2024 at an
interest rate of 7%.  The supplier invoice finance facility is repayable in
equal monthly instalments to 28 March 2024 together with a borrowing fee of
£19,375 repayable in equal monthly instalments to 27 February 2024.

 

12.  Share capital and share premium account

 

 Share capital                       31 December 2023  31 December 2022

                                     £000              £000
 Allotted, called up and fully paid
 Ordinary shares of £0.01 each       272               221
                                     272               221

 

 

 Share capital                       31 December 2023  31 December 2022

                                     £000              £000
 Allotted, called up and fully paid
 Opening share capital               221               3
 Shares issued for cash              51                40
 Bonus issue of shares               -                 151
 Convertible loan notes exercised    -                 27
 Closing share capital               272               221

 

 

 Shares to be issued reserve    31 December 2023  31 December 2022

                                £000              £000
 Shares to be issued reserve
 Opening balance                -                 -
 Shares committed to be issued  103               -
 Closing balance                103               -

 

At 31 December 2023, total consideration due on 645,125 shares committed to be
issued by the Company amounted to £103,220.

 

 Share premium account             31 December 2023  31 December 2022

                                   £000              £000
 Share premium account
 Opening balance                   4,152             4,627
 Shares issued for cash            1,455             3,047
 Share issue costs                 (176)             (368)
 Cancellation of share premium     -                 (4,464)
 Issue of warrants                 -                 (113)
 Convertible loan notes exercised  -                 1,423
 Closing balance                   5,431             4,152

 

Called up share capital

Called up share capital represents the nominal value of shares that have been
issued.

 

All classes of shares have full voting, dividends, and capital distribution
rights.

 

Year ending 31 December 2023

 

On 3 August 2023, the Company announced a proposed placing and share
subscription at £0.37 per share to raise approximately £0.94 million and
£0.14 million respectively, and up to £0.25 million through a retail offer.

 

The proposed placing was conducted in two tranches and resulted in the issue
of 1,637,565 shares on 9 August 2023 and 936,900 on 22 August 2023, raising
gross proceeds of £0.95 million.  The share subscription resulted in the
issue of 378,378 shares on 9 August 2023 raising gross proceeds of £0.14
million.  The retail offer resulted in the issue of 315,090 shares on 25
August 2023 raising gross proceeds of £0.12 million.

 

In total 3,267,933 shares were issued through the placing, share subscription
and retail offer, raising gross proceeds of £1.21 million and taking the
number of shares in issue to 25,375,983.  The costs of issue amounted to
£0.13 million.

 

On 21 December 2023, the Company announced a proposed placing and share
subscription at £0.16 per share to raise approximately £0.37 million and
£0.03 million respectively.

 

The proposed placing was conducted in two tranches and resulted in the issue
of 1,729,875 shares on 29 December 2023 and 582,625 on 16 January 2024,
raising gross proceeds of £0.37 million.  The share subscription resulted in
the issue of 125,000 shares on 29 December 2023 and 62,500 shares on 3 January
2024, raising gross proceeds of £0.03 million.  At 31 December 2023 the
Company's Broker and Nominated Advisor held irrevocable placing and
subscription letters covering the entire raise.

 

At 31 December 2023, the Company was owed £375,000 in respect of monies due
from shareholders in relation to the placing and subscription, the majority of
which had been received by the Company's Broker and Nominated Advisor but not
yet transferred to the Company at the year end.  The Company was committed to
issuing 645,125 shares for consideration of £103,220.

 

In total 2,500,000 shares were issued through the placing and share
subscription, raising gross proceeds of £0.4 million and taking the number of
shares in issue to 27,230,858 at 31 December 2023 and 27,875,983 in total.
The costs of issue amounted to £0.13 million.

 

 

 

 

Year ending 31 December 2022

 

On 14 January 2022, the Company issued 2,561 new ordinary shares for cash,
increasing the number of shares in issue to 307,830.

 

On 9 May 2022, a bonus issue of shares was made for the shareholders of all
307,830 shares already in issue at that date.  The bonus issue offered 49
ordinary shares for every 1 ordinary share in issue, with a nominal value of
£0.01 per share.  This increased the number of ordinary shares in issue by
15,083,670 to 15,391,500.

 

On 6 July 2022, the Company issued 4,000,000 new ordinary shares and 2,716,550
ordinary shares to the providers of convertible loans, increasing the number
of ordinary shares in issue to 22,108,050.

 

13.  Post balance sheet events

 

On 14 May 2024, the Company announced a proposed placing and share
subscription at £0.10 per share to raise approximately £1.6 million and
£0.1 million respectively, and up to £0.3 million through a retail offer.
The proposed placing resulted in the issue of 16,050,000 shares on 31 May
2024, raising gross proceeds of £1.6 million.  The share subscription
resulted in the issue of 950,000 shares on 31 May 2024, raising gross proceeds
of £0.1 million.  The retail offer resulted in the issue of 3,000,000 shares
on 31 May 2024, raising gross proceeds of £0.3 million.

 

In total 20,000,000 shares were issued through the placing, share subscription
and retail offer, raising gross proceeds of £2.0 million and taking the
number of shares in issue to 45,375,983.  The costs of issue amounted to
£0.2 million.

 

On 30 May 2024, a General Meeting of the Company was held in which the
Directors obtained authority to allot the placing, subscription and retail
offer shares and the disapplication of pre-emption rights in this respect.

 

14.  Full financial statements

 

The auditors have issued an unqualified opinion on the full financial
statements for the year ended 31 December 2023 which will be made available
for shareholders and delivered to the Registrar of Companies in due course.
Further copies of these results, and the full financial statements when
published, will be available on the LifeSafe Holdings plc investor relations
website, www.lifesafeholdingsplc.com (http://www.lifesafeholdingsplc.com) .

 

- Ends -

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