REG - LifeSafe Holdings - Final Results
18/04/2023 07:00
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RNS Number : 5010W LifeSafe Holdings PLC 18 April 2023
For immediate release 18 April 2023
LifeSafe Holdings plc
('LifeSafe', the 'Group' or the 'Company')
Final Results for the year ended 31 December 2022
Excellent operational and strategic performance
LifeSafe (AIM:LIFS), a fire safety technology business with innovative fire
extinguishing fluids and fire safety products, reports its maiden audited
Final Results for the year ended 31 December 2022 ('FY22' or 'the Period').
Financial highlights:
· Successful IPO and Admission to AIM on 6 July 2022 raising gross proceeds of
£3.0 million
· Revenue up significantly to £4.0 million (2021: £670,000), exceeding
previous market expectations
· Gross profit of £2.3 million at 57.0% margin (2021: £312,000 at 46.6%
margin)
· Underlying loss before interest, tax, depreciation and amortisation(1)
('underlying LBITDA') of £1.3 million (2021: underlying LBITDA of £1.3
million)
· Underlying loss from operations(2) of £1.4 million (2021: loss of £1.4
million); loss from operations of £2.8 million (2021: loss of £1.5 million)
· Non-underlying costs of £1.6 million (2021: £162,000) comprising IPO costs
charged to the income statement of £727,000, share-based payment charges of
£630,000, other non-underlying costs of £58,000 and convertible loan
interest on loans converted to equity on Admission to AIM of £187,000
· Underlying loss before tax(3) of £1.4 million (2021: loss of £1.4 million);
loss before tax of £3.0 million (2021: loss of £1.5 million)
· Capitalised product development spend of £0.4 million (2021: £0.1 million)
· Cash and cash equivalents at 31 December 2022 of £1.2 million (31 December
2021: £64,000)
· Net cash at 31 December 2022 of £1.1 million (31 December 2021: net debt of
£0.5 million)
Operational highlights
· Launched the StaySafe 5-in-1 in the US on Amazon and Lifesafetechnologies.com
in February 2022, building on the position of Amazon Prime's top selling fire
extinguisher in the UK
· UK patent granted for the Group's FER1000 eco-friendly fire extinguishing
fluid
· UK and international patent applications submitted for the Company's new
fluid, the LifeSafe Lithium Thermal Runaway Fluid, the effectiveness of which
has been demonstrated through a series of live fire tests to a number of
industry leaders to help and support the commercialisation of the fluid into
the industrial market sector
· Launch of new website www.lifesafeindustrial.com
(http://www.lifesafeindustrial.com) to focus on the applications and uses of
the Group's new and future fluid developments for customers in the industrial
sector
· Strong pipeline of innovative new products and fluid derivatives expected to
launch in H1 2023
· Solid start to 2023 with sales ahead of budget and over four times those of
the first two months of 2022 and gross margin ahead of last year by almost 4%
(1) Underlying LBITDA represents loss for the year before finance expense,
tax, depreciation and amortisation, and non-underlying items (which comprise
IPO listing costs, share-based payment charges and other non-underlying
items).
( )
(2) Underlying loss from operations represents loss for the year before
finance expense, tax and non-underlying items (which comprise IPO listing
costs, share-based payment charges and other non-underlying items).
( )
(3) Underlying loss before tax represents loss for the year before tax and
non-underlying items (which comprise IPO listing costs, share-based payment
charges, other non-underlying items and convertible loan note interest).
Commenting on the maiden Final Results, Dominic Berger, Executive Chairman of
LifeSafe, said: "I am extremely pleased to report the excellent operational
and strategic progress made by the Group in FY22. In addition to the Group's
successful IPO and admission to AIM in July 2022, one of only a handful of
successful AIM listings in the year, significant progress has been made in
commercialising LifeSafe's core product after a number of years of innovation,
development and refinement of the Group's proprietary fire extinguishing
fluid.
"Revenue materially exceeded the Board's expectations set both at the
beginning of 2022 and reset towards the end of the year. This was a
phenomenal achievement against a worsening domestic and international
macro-economic landscape as the year progressed, and even more impressive
considering that LifeSafe only commenced trading through Amazon Prime in the
UK in August 2021 and through Amazon US, and our LifeSafe US website, in
February 2022.
"We have made a solid start to 2023, outperforming the Group's budget with
sales over four times those of the first two months of 2022 and gross margin
ahead of last year by almost 4%. We remain on course to reach profitability,
on a monthly basis, in the last few months of 2023."
Investor presentation
An 'in-person' meeting for sell-side analysts will be held at 9.30am (BST)
today at the offices of Buchanan, 3(rd) Floor, 107 Cheapside, London EC2V
6DN. Please contact Buchanan via lifeSafe@buchanan.uk.com
(mailto:lifeSafe@buchanan.uk.com) if you wish to join the meeting.
The Company will also be hosting a presentation for retail investors to
discuss the announcement on 19 April 2023 at 5.00pm (BST). Please email
lifesafe@buchanan.uk.com (mailto:lifesafe@buchanan.uk.com) to register your
interest.
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of the Company is Mike Stilwell, Chief Financial Officer of the
Company.
For further enquiries:
LifeSafe Holdings plc Via Buchanan
Dominic Berger, Chairman www.lifesafeholdingsplc.com (http://www.lifesafeholdingsplc.com)
Neil Smith, CEO
Mike Stilwell, CFO
WH Ireland Limited (Nominated Adviser & Broker) Tel: +44 (0) 20 7220 1666
Chris Fielding
Darshan Patel
Buchanan (Financial Communications) Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham LifeSafe@buchanan.uk.com (mailto:LifeSafe@buchanan.uk.com)
Jack Devoy
Notes to Editors
LifeSafe is a fire safety technology business that develops eco-friendly,
novel and innovative fire extinguishing fluids with a range of life-saving
fire safety products. Through its highly experienced management team,
LifeSafe is seeking to create new markets for the Group in fire safety through
new technologies, digital marketing and multi-channel sales.
LifeSafe has developed what the Directors believe to be a market disrupting
range of eco-friendly fire safety protection products including, launched in
December 2022, a new Thermal Runaway Fluid to combat thermal runaway in
lithium battery fires by permanently extinguishing and preventing the
re-ignition of lithium fires. This is an evolution of the Group's core
FER1000 extinguishing fluid, for which the Group has been granted a patent in
the UK, which has been developed by LifeSafe to extinguish five different
types of fire: electrical, paper, textiles, cooking oil, and petrol and
diesel.
The Group's best-selling product using this extinguishing fluid is the
StaySafe 5-in-1 fire extinguisher. It was launched on Amazon Prime in the UK
in August 2021 and subsequently became Amazon Prime's top-selling fire
extinguisher in the UK in the same month. The StaySafe 5-in-1 and the
PanSafe pan fire extinguisher were launched in Screwfix in Spring 2022.
LifeSafe is continuing to develop new fluid derivations for the industrial
market.
LifeSafe was admitted to trading on AIM in July 2022 with the ticker LIFS.L.
For additional 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
I am extremely pleased to report the excellent operational and strategic
progress made by the Group in FY22. In addition to the Group's successful
IPO and admission to AIM in July 2022, one of only a handful of successful AIM
admissions in the year, significant progress has been made in commercialising
LifeSafe's core product after a number of years of innovation, development and
refinement of the Group's proprietary fire extinguishing fluid.
I think it is important to remind shareholders and prospective investors of
the genesis of the business. LifeSafe was formed to explore a novel, and
environmentally friendly approach to putting out multiple types of fire with
an aim to revolutionise the fire industry, save lives and protect memories.
The result was the development of a patented super coolant fire extinguishing
fluid that remains at the core of our business which is non-toxic,
environmentally friendly and extremely effective at putting out multiple fire
types.
Once we had developed, tested and secured approvals of our fluids, our
commercial strategy was led by our research where consumers told us they found
purchasing a fire extinguisher difficult and confusing, which is why currently
only 17% of homes in England have a fire extinguisher. This determined our
market approach. We therefore decided to launch with our unique StaySafe
5-in-1 fire extinguisher, a handheld plastic aerosol with a digital first,
direct to consumer marketing approach leveraging the likes of the Amazon
platform and harnessing the power of social media to drive awareness and
sales.
Today in the UK, our StaySafe 5-in-1 is the number one best-selling fire
extinguisher on Amazon UK.
Revenue for FY22, at over £4.0 million, materially exceeded the Board's
expectations set both at the beginning of 2022 and reset towards the end of
the year. This was a phenomenal achievement against a worsening domestic and
international macro-economic landscape as the year progressed, and even more
impressive considering that LifeSafe only commenced trading through Amazon
Prime in the UK in August 2021 and through Amazon US, and our LifeSafe US
website, in February 2022.
In addition to driving sales of our proprietary fire extinguishing fluid to
consumers through digital channels, LifeSafe's team recognises the huge
potential of fluid innovation for industrial and wholesale applications. In
conjunction with industrial partners, we successfully developed and launched
LifeSafe's Lithium Thermal Runaway Fluid ('TRF') in December 2022,
specifically designed to address the escalating issue of thermal runaway in
lithium batteries by permanently extinguishing and preventing the re-ignition
of lithium fires.
The Group is on track in executing its strategy to build a multi-channel,
international business capable of delivering significant long-term value for
our shareholders.
Results
For the year to 31 December 2022, the Group's revenue increased significantly
to £4.0 million (2021: £0.7 million) as the Group successfully began the
commercialisation of its market-disrupting, eco-friendly fire extinguishing
fluid.
Gross profit increased significantly to £2.3 million (2021: £0.3 million)
and the gross margin improved to 57.0% (2021: 46.6%) ahead of the Board's
expectations.
The Group made an underlying loss before tax(1) of £1.4 million (2021: loss
of £1.4 million). After charging £1.6 million for non-underlying costs in
relation to the IPO, share-based payment charges and convertible loan note
interest (2021: £162,000 in relation to share-based payment charges and
convertible loan note interest), the consolidated loss before tax for the year
was £3.0 million (2021: loss of £1.5 million). Underlying LBITDA(2) was
£1.3 million (2021: underlying LBITDA of £1.3 million).
(1) Underlying loss before tax of £1.4 million is before non-underlying items
of £1.6 million (further details of which are set out in the notes to this
announcement) (2021: underlying loss before tax of £1.4 million before
non-underlying items of £0.2 million).
(2) 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 (2021: underlying LBITDA of £1.3
million is loss before tax, before finance expense of £0.1 million,
depreciation and amortisation of £0.1 million, and non-underlying items of
£0.1 million).
LifeSafe's underlying results, after separating out the significant costs of
listing and non-core share-based payment charges, are very encouraging and
illustrate a growth trajectory in line with that envisaged on IPO of the Group
during the year.
Net cash at 31 December 2022 was £1.1 million (31 December 2021: net debt of
£0.5 million). All outstanding convertible loan notes converted to equity
on IPO, leaving the Group with debt of only £26,000 at the year end in
relation to a Coronavirus bounce back loan secured during the pandemic.
Board appointments
During the year a number of appointments were made to the Board to ensure it
has a structure and composition appropriate for a growing publicly-quoted
business in the fire technology sector. The Board interactions and
contributions during the year have proved to be extremely valuable and
validate the appointments made and the appropriateness of the mix of skills of
the Board.
People
The delivery of an IPO, continual innovation of products and the extraordinary
sales growth during the year could not have been achieved without the
exceptional commitment and resilience of our people and I would like to take
this opportunity to thank them sincerely for their hard work and commitment.
Research and development
As I have previously reported, given the strong interest from major industry
players in the potential applications of LifeSafe's fluids, the Group
accelerated its development programme over the year. This resulted in the
launch of LifeSafe's Lithium TRF in December 2022, the first fully developed
and tested fire extinguishing fluid aimed at the industrial sector to be
released under the Group's programme of innovation. A variant of the Group's
core eco-friendly patented fluid, this new non-toxic and non-hazardous fluid
has been designed and specified with industry leaders to permanently
extinguish and prevent the re-ignition of lithium battery fires. The Group
has submitted UK and international patent applications to protect its
innovation.
In order to support this significant opportunity in the industrial sector, the
Group developed a new website (www.lifesafeindustrial.com
(http://www.lifesafeindustrial.com) ) specifically focussed on the industrial
applications for the new fluid. This is distinct and separate from
LifeSafe's consumer website (www.lifesafetechnologies.co.uk), which is
focussed on household consumer applications of the Group's best-selling
StaySafe 5-in-1 fire extinguisher.
The Group expects to release further new products from its development
programme in the first half of 2023 and will make announcements as and when
appropriate.
Technology and intellectual property
LifeSafe was granted a patent for its core FER1000 extinguishing fluid with
effect from August 2022. This fluid, for which the initial patent
application was filed in 2017, is at the centre of the Group's product range,
and the base from which specific application variants can be developed. The
length of time between initial application and patent grant is an indication
of the robust process undertaken to ensure the uniqueness of the Group's
innovation.
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.
Outlook
The Group's significant outperformance against the Board's initial revenue
expectations for the year is a clear validation of the quality of LifeSafe's
product and strength of its management team and marketing strategy.
The opportunity for our product in the consumer market is significant and we
continue to believe the mantra that every home should have one. Our laser
focus therefore in the current year is to continue to grow consumer market
penetration across all territories using our tried and tested digital
marketing strategies.
We have made a solid start to 2023, outperforming the Group's budget with
sales over four times those of the first two months of 2022 and gross margin
ahead of last year by almost 4%. The Group remains on course to reach
profitability, on a monthly basis, in the last few months of 2023.
The launch of our Lithium TRF represents an important and exciting step for
the Group by expanding our offering into wholesale and industrial markets.
These new market opportunities, combined with the excellent growth in sales of
our consumer-focussed products, positions the Group extremely well to deliver
value for our shareholders. I am very excited by what lies ahead for
LifeSafe.
Dominic Berger
Executive Chairman
18 April 2023
Consolidated statement of comprehensive income
For the year ended 31 December 2022
2022 2021
(Unaudited)
Note Non-underlying items (note 6) Non-underlying items (note 6)
Before non-underlying items £000 Before non-underlying items £000
£000 £000
Total Total
£000 £000
Revenue 3 4,028 - 4,028 670 - 670
Cost of sales (1,732) - (1,732) (358) - (358)
Gross profit 2,296 - 2,296 312 - 312
Other operating income - - - 46 - 46
Administrative expenses 4 (3,676) (1,415) (5,091) (1,754) (114) (1,868)
Loss from operations (1,380) (1,415) (2,795) (1,396) (114) (1,510)
Finance expense 4,5 (5) (187) (192) (1) (48) (49)
Other gains - - - 14 - 14
Loss before tax (1,385) (1,602) (2,987) (1,383) (162) (1,545)
Taxation 6 173 - 173 24 - 24
Loss for the year (1,212) (1,602) (2,814) (1,359) (162) (1,521)
Other comprehensive income
Total other comprehensive income - - - - - -
Total comprehensive expense (1,212) (1,602) (2,814) (1,359) (162) (1,521)
Basic and diluted loss per share (£) 7 (0.15) (0.10)
All amounts relate to continuing activities.
Consolidated statement of financial position
As at 31 December 2022
Note As at As at
31 December
31 December
2022 2021
£000 (Unaudited)
£000
Non-current assets
Intangible assets 483 165
Property, plant and equipment 10 11
493 176
Current assets
Inventories 442 190
Trade and other receivables 8 659 132
Cash and cash equivalents 9 1,166 64
2,267 386
Total assets 2,760 562
Current liabilities
Trade and other payables 10 (1,002) (262)
Convertible loan notes 11 - (562)
Borrowings 12 (7) (7)
Other provisions (24) (31)
(1,033) (862)
Non-current liabilities
Borrowings 12 (19) (26)
(19) (26)
Total liabilities (1,052) (888)
Net assets/(liabilities) 1,708 (326)
Equity attributable to equity holders of the Parent
Called up share capital 13 221 3
Share premium account 13 4,152 4,627
Share-based payment reserve 857 114
Convertible loan note reserve - 171
Retained earnings (3,522) (5,241)
Total equity 1,708 (326)
Consolidated statement of changes in equity
For the year ended 31 December 2022
Share-based payment
Share reserve Convertible loan note reserve £000
Share premium £000 Retained
capital account earnings Total equity
£000 £000 £000 £000
Balance at 1 January 2021 (Unaudited) 2 3,347 - - (3,720) (371)
Comprehensive income
Loss for the year - - - - (1,521) (1,521)
Share-based payments - - 114 - - 114
Transactions with owners:
Shares issued for cash - 436 - - - 436
Shares issued in lieu of expenses 1 656 - - - 657
Convertible loan notes exercised - 188 - - - 188
Convertible loan notes issued - - - 171 - 171
Balance at 31 December 2021 (Unaudited) 3 4,627 114 171 (5,241) (326)
Balance at 1 January 2022 3 4,627 114 171 (5,241) (326)
Comprehensive income
Loss for the period - - - - (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
Consolidated statement of cash flows
For the year ended 31 December 2022
Year ended Year ended
31 December 2022
31 December 2021 (Unaudited)
£000
Note
£000
Cash flows from operating activities
Loss before taxation from continuing activities (2,987) (1,545)
Adjustments for non-cash/non-operating items:
Depreciation of property, plant and equipment 2 2
Amortisation of intangible assets 90 52
Equity-settled expenses - 657
)
Gain on debt extinguishment - (14)
IPO costs 4 727 -
Equity-settled share-based payments 4 630 114
Finance expense 5 192 49
Operating cash flows before movements in working capital (1,346) (685)
Increase in inventories (252) (190)
Increase in trade and other receivables 8 (357) (18)
Increase/(decrease) in trade and other payables 10 734 (273)
Cash used in operations (1,221) (1,166)
Corporation tax received - 24
Net cash used in operating activities (1,221) (1,142)
Cash flows used in investing activities
Purchase of property, plant and equipment (1) (10)
Purchase of intangibles (408) (123)
Net cash used in investing activities (409) (133)
Cash flows from financing activities
Shares issued for cash (net of expenses) 13 1,993 436
Repayment of borrowings (7) (5)
Proceeds from issue of convertible loan notes 11 750 833
Other interest paid (4) -
Net cash generated by financing activities 2,732 1,264
Net increase/(decrease) in cash and cash equivalents 1,102 (11)
Cash and cash equivalents at the beginning of the year 64 75
75
Cash and cash equivalents at the end of the year 9 1,166 64
Notes
1. General information
These consolidated financial statements were approved by the Board of
Directors on 17 April 2023.
2. Basis of preparation
The auditors have issued an unqualified opinion on the full financial
statements for the year ended 31 December 2022 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
2022 and 2021 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 2022 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 financial information
for the year ended 31 December 2021 was not subject to audit and audited group
financial statements were not prepared. The information in this preliminary
statement has been extracted from the audited financial statements for the
year ended 31 December 2022 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 2022 (2021: 1). Management considers revenue derives from one
business stream being the sale of fire extinguishing and related products.
Revenue from customers Year ended Year ended
31 December 31 December
2022 2021
(Unaudited)
£000 £000
Customer 1 - 85
All other customers 4,028 585
4,028 670
Geographical reporting Year ended Year ended
31 December 31 December
2022 2021
(Unaudited)
£000 £000
United Kingdom 1,451 585
North America 2,372 -
Europe 180 -
Rest of the World 25 85
4,028 670
4. Non-underlying items
Year ended Year ended
31 December 31 December
2022 2021
(Unaudited)
£000 £000
IPO costs 727 -
Share-based payment charges 630 114
Other non-underlying costs 58 -
Within administrative expenses 1,415 114
Convertible loan note interest 187 48
Within finance expense 187 48
1,602 162
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 and £368,000 was allocated to
the share premium account in the consolidated statement of financial position.
Share-based payment charges
The total charge recognised for the year in relation to share-based payments
amounted to £630,000 (2021: £114,000).
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 As at 31
December December
2022 WAEP 2021 WAEP
£ (Unaudited) £
Number Number
Outstanding at beginning of the year 3,140,850 0.48 - -
Granted during the year 3,787,466 0.49 3,140,850 0.48
Forfeited/lapsed during the year (1,645,200) 0.16 - -
Exercised during the year - - - -
Outstanding at end of the year 5,283,116 0.49 3,140,850 0.48
Exercisable at end of the year 1,495,650 0.48 - -
5. Finance expense
Year ended Year ended
31 December 31 December
2022 2021
(Unaudited)
£000 £000
Interest on bank loans 5 1
Interest on convertible loan notes 187 48
192 49
6. Taxation
A tax credit of £173,000 (2021: £24,000) has been recognised in relation to
research and development tax credits available from HMRC through the SME
R&D relief scheme.
7. Loss per share
Loss per share is calculated as follows:
Year ended Year ended
31 December 31 December
2022 2021
(Unaudited)
Basic and diluted loss per share (£) (0.15) (0.10)
The calculations of basic and diluted loss per share are based upon:
Loss for the year attributable to owners of the Parent (£000) (2,814) (1,521)
Weighted average number of ordinary shares (number) 18,666,870 15,369,510
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.
During the year ended 31 December 2022, the Company completed a 49 for 1 bonus
share issue. As a result, the weighted average number of shares in the
comparative year has been adjusted accordingly.
8. Trade and other receivables
31 December 2022 31 December 2021
(Unaudited)
£000 £000
Amounts falling due within one year:
Trade receivables 17 -
Other receivables 160 1
Taxation and social security 326 107
Prepayments and accrued income 156 24
659 132
9. Cash and cash equivalents
31 December 31 December
2022 2021
(Unaudited)
£000 £000
Cash at bank available on demand 1,166 64
1,166 64
10. Trade and other payables
31 December 31 December
2022 2021
(Unaudited)
£000 £000
Amounts falling due within one year:
Trade payables 665 219
Other payables 61 17
Accruals 181 -
Other taxation and social security 95 26
1,002 262
11. Convertible loan notes
31 December 2022 31 December 2021
(Unaudited)
£000 £000
Amounts falling due within one year:
Convertible loan notes - 562
- 562
In the year ended 31 December 2021, the Group issued loan notes amounting to:
- £133,165 with an interest rate of 10% and converting at a 20% discount in
the event of a qualifying fundraise. The loan notes were unsecured and
repayable on 1 August 2022 or could be converted at any time into shares at
the holder's option. The presence of potential settlement at a discount to
an unknown fundraise price meant that the fixed for fixed criterion was not
met. The loans were converted to equity on 4 March 2021 and 21 July 2021 for
£19.25 per ordinary share of 1p, resulting in shares of 2,337 and 4,156 being
issued respectively.
- £700,000 with an interest rate of 12%, with interest accruing to the value
of the loan and converting to equity with the principal in the event of a
conversion. The loans were unsecured and repayable in two years or could be
converted at any time into shares at the holder's option. In addition to
interest, there was an arrangement fee and a monitoring fee of 13% and 3% of
principal respectively that was added to the loan balance on drawdown. The
loan terms included an accelerated interest conversion feature that required a
full year of interest to be converted into equity if the loan was converted
part way through a year. These loans were converted on 6 July 2022 at
£34.16 per 1p ordinary share.
In the year to 31 December 2022, the Company issued loan notes amounting to
£750,000 with an interest rate of 12%, with interest accruing to the value of
the loan and converting to equity with the principal in the event of a
conversion. The loans were unsecured and repayable in two years or could be
converted at any time into shares at the holder's option. In addition to
interest, there was an arrangement fee and a monitoring fee of 13% and 3% of
principal respectively that was added to the loan balance on drawdown. The
loan terms included an accelerated interest conversion feature that required a
full year of interest to be converted into equity if the loans were converted
part way through a year. These loans were converted on 6 July 2022 at
£34.16 per 1p ordinary share.
As the conversion feature resulted in the conversion of a fixed amount of
stated principal into a fixed number of shares, it satisfied the 'fixed for
fixed' criterion and, therefore, it is classified as an equity instrument.
The value of the liability component and the equity conversion component were
determined at the date the instrument was issued. The fair value of the
liability component at inception was calculated using a market interest rate
for an equivalent instrument without conversion option. The discount rate
applied was 15%. The transaction costs have been apportioned between the
equity and liability component with the portion attributable to equity
recognised as a deduction in equity, and the liability component decreasing
the amortised cost liability.
On Admission to AIM on 6 July 2022, all outstanding convertible loans
converted to equity with the Company issuing 2,716,550 Ordinary Shares to the
providers of all outstanding convertible loans.
12. Borrowings
31 December 31 December
2022 2021
(Unaudited)
£000 £000
Current:
Bank loans 7 7
Non-current:
Bank loans 19 26
26 33
A maturity analysis of the Group's borrowings is shown below:
31 December 31 December
2022 2021
(Unaudited)
£000 £000
Less than 1 year 7 7
Later than 1 year and less than 5 years 19 26
After 5 years - -
Banks 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%.
13. Share capital and share premium account
Share capital 31 December 2022 31 December 2021
(Unaudited)
£000 £000
Allotted, called up and fully paid
Ordinary shares of £0.01 each 221 3
221 3
Share capital 31 December 31 December
2022 2021
(Unaudited)
£000 £000
Allotted, called up and fully paid
Opening share capital 3 2
Shares issued for cash 40 -
Bonus issue of shares 151 -
Convertible loan notes exercised 27 -
Shares issued in lieu of expenses - 1
Closing share capital 221 3
Share premium account 31 December 31 December
2022 2021
(Unaudited)
£000 £000
Share premium account
Opening balance 4,627 3,347
Shares issued for cash 3,047 436
Share issue costs (368) -
Cancellation of share premium (4,464) -
Issue of warrants (113) -
Convertible loan notes exercised 1,423 188
Shares issued in lieu of expenses - 656
Closing balance 4,152 4,627
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.
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 the 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.
14. Post balance sheet events
On 21 March 2023, the Group entered into a non-revolving, £250,000 invoice
finance facility to more easily manage the working capital requirements of
sales growth, should this be required. The facility, which is utilisable
over an initial term of six months, does not bear interest but attracts a fee
of £18,750 payable equally over the initial term. Each drawdown is
repayable over the six months following drawdown, with the first instalment
paid at the time of the first drawdown. The facility is not currently being
utilised.
15. Full financial statements
The auditors have issued an unqualified opinion on the full financial
statements for the year ended 31 December 2022 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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