REG - Net Zero Infrastruct - Interim Results
29/01/2024 15:15
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RNS Number : 2610B Net Zero Infrastructure PLC 29 January 2024
29 January 2024
NET ZERO INFRASTRUCTURE PLC
("NZI" or the "Company")
INTERIM CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED
30 SEPTEMEBR 2023
Net Zero Infrastructure Plc, a special purpose acquisition company formed with
the intention to acquire renewable or clean energy technology companies and to
finance, develop and promote those environmentally sound projects
internationally, announces its unaudited interim results for the six months
ended 30 September 2023.
Post period end, on 18 January 2024, the Company announced that it had signed
a non-binding letter of intent with QuiaPEG Pharmaceuticals Holding AD
("QuiaPEG") pursuant to which NZI will be granted a licence to the IP of
QuiaPEG for a period of 12 months with an option to purchase the IP at the end
of the 12 month period. As the proposed transaction is classified as a reverse
takeover in accordance with the UK Financial Authority's Listing Rules the
Company's listing on the Standard Segment of the Official List and from
trading on the Main Market on the London Stock Exchange is currently suspended
pending the publication of a prospectus and the application by the Company to
have its enlarged share capital listed on the Standard Segment of the Official
List and admitted to trading on the Main Market.
Enquiries:
For further information, please visit - www.nziplc.com (http://www.nziplc.com)
Contact Details
Net Zero Infrastructure plc +44 (0) 799 932 9382
Mike Ellwood - Non-Executive Chairman
Axis Capital Markets Limited (Company Broker) +44 (0) 203 026 0320
Richard Hutchison
IFC Advisory (Financial PR) +44 (0) 203 934 6630
Graham Herring
Tim Metcalfe
DIRECTOR'S REPORT
FOR THE SIX MINTH PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2023
Chairmans Statement
Since the Company's year-end in March 2023, the Board continued to search for
suitable acquisition targets.
On 1 June 2023, the Company announced that it had signed a non-binding letter
of intent with LINE Hydrogen (Australia) Pty Ltd ("LINE Hydrogen") to acquire
the entire issued share capital of LINE Hydrogen. On 14 January 2024, the
Company announced that the transaction had been terminated by mutual agreement
of the parties as, following consultation with various brokers, the Directors
of the Company believed that they could not raise the funds required to
complete the transaction given the current market conditions.
The net assets of the Company at 30 September 2023 were £233,879.
Post Balance Sheet Event
On 18 January 2024, the Company announced its entry into a non- binding letter
of intent with QuiaPEG Pharmaceuticals Holding AD ("QuiaPEG") pursuant to
which the NZI will be granted a licence to the IP of QuiaPEG for a period of
12 months with an option to purchase the IP at the end of the 12 month period
(the "Proposed Transaction"). The Proposed Transaction would constitute a
reserve takeover under the UK Financial Conduct Authority ("FCA")'s Listing
Rules.
QuiaPEG is a drug development company based on a patented drug delivery
platform, Uni-Qleaver®, and the company develops improved and patentable
forms of drugs under development or already approved by regulatory
authorities.
The Board still aims to complete a transaction in 2024 but funding for costs,
which would have to be incurred in connection with the Proposed Transaction,
would likely have to be funded by QuiaPEG.
Financial Review
For the six months to 30 September 2023, the Company reports a net loss of
£277,849 (2022: net loss of £285,605). During the six months to 30 September
2023, the Company continued its strict financial discipline, albeit having to
pay advisory fees in connection with the proposed acquisition of LINE
Hydrogen, incurring a net operating cash outflow of £298,110 (2022: outflow
of £307,879). The Company held cash at 30 September 2023 of £254,271 (2022:
£888,038).
Directors
The following Directors have held office during this period:
Michael Ellwood (Chairman)
Brian Basham (Non-Executive Director)
Alejandro Ciruelos (Non-Executive Director) (resigned effective 31 May 2023)
Lord James Wharton (Non-Executive Director) (resigned effective 12 April 2023)
Corporate Governance
The UK Corporate Governance Code (July 2018) (the "Code"), as appended to the
Listing Rules, sets out the Principles of Good Corporate Governance and Code
Provisions which are applicable to listed companies incorporated in the United
Kingdom. As a Standard Listed company, the Company is not subject to the Code,
but the Board recognises the value of applying the principles of the Code
where appropriate and proportionate and has endeavoured to do so where
practicable.
Statement of Directors' Responsibilities
Each of the directors of Net Zero Infrastructure plc confirms, to the best of
their knowledge, that:
• the condensed set of financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting as issued by the IASB and
endorsed and adopted by the EU
• the interim management report includes a fair review of the
information required by:
· DTR 4.2.7R of the Disclosure Guidance and Transparency Rules of the
UK's Financial Conduct Authority, being an indication of important events that
have occurred during the first six months of the financial year and their
impact on the condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of the year
· DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the
UK's Financial Conduct Authority, being related party transactions that have
taken place in the first six months of the current financial year and that
have materially affected the financial position or performance of the group
during that period; and any changes in the related party transactions
described in the annual report for the year ended 31 March 2023 that could
have a material effect on the financial position or performance of the group
in the first six months of the current financial year
The interim report was approved by the Board of Directors.
Michael Ellwood
Chairman
Net Zero Infrastructure Plc
29 January 2024
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Comprehensive Income
For the six months ended 30 September 2023
Six months ended 30 September 2023 Six months ended 30 September 2022 Period
ended 31 March 2023
Unaudited Unaudited Audited
£ £ £
Turnover - - -
Administrative expenses (277,849) (285,605) (652,975)
Operating loss (277,849) (285,605) (652,975)
Finance costs - - (581)
Loss before taxation (277,849) (285,605) (653,556)
Taxation - - -
Loss for the period (277,849) (285,605) (653,556)
Earnings per share:
Basic and Diluted (pence) (0.46)p (0.47)p (1.08)p
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Financial Position
As at 30 September 2023
At 30 September 2023 At 30 September 2022 At 31
March
2023
Unaudited Unaudited Audited
£ £ £
Current assets
Trade and other receivables 19,232 34,680 5,130
Cash and cash equivalents 254,271 888,038 552,381
273,503 922,718 557,511
Current liabilities
Trade and other payables (39,624) (42,999) (45,783)
Net current assets 233,879 879,719 511,728
Net assets 233,879 879,719 511,728
Equity:
Called up share capital 607,000 607,000 607,000
Share premium account 848,400 848,400 848,400
Retained earnings (1,221,521) (575,721) (943,672)
Total equity 233,879 879,679 511,728
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Changes in Equity
For the six months ended 30 September 2023
Share capital Share premium account Retained earnings Total
£ £ £ £
Balance at 1 April 2022 607,000 848,400 (290,116) 1,165,284
Total comprehensive loss for the period - - (285,605) (285,605)
Balance at 30 September 2022 (unaudited) 607,000 848,400 (575,721) 879,679
Balance at 1 April 2022 607,000 848,400 (290,116) 1,165,284
Total comprehensive loss for the period - - (653,556) (653,556)
Balance at 31 March 2023 (audited) 607,000 848,400 (943,672) 511,728
Balance at 1 April 2023 607,000 848,400 (943,672) 511,728
Total comprehensive loss for the period - - (277,849) (277,849)
Balance at 30 September 2023 (unaudited) 607,000 848,400 (1,221,521) 233,879
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Cash Flows
For the six months ended 30 September 2023
Six months ended 30 September 2023 Six months ended 30 September 2022 Period
ended 31 March 2023
Unaudited Unaudited Audited
£ £ £
Profit/(loss) for the period after tax (277,849) (285,605) (653,556)
Adjustments for:
Movement in trade and other receivables (14,101) (20,345) (18)
Movement in trade and other payables (6,160) (1,929) 10,038
Net cash flow from operating activities (298,110) (307,879) (643,536)
Cash and cash equivalents at beginning of period 552,381 1,195,917 1,195,917
Cash and cash equivalents at end of period 254,271 888,038 552,381
NET ZERO INFRASTRUCTURE PLC
Notes to the Interim Financial Statements
For the six months ended 30 September 2022
1. General Information
Net Zero Infrastructure PLC ("the Company") is a public limited company
incorporated and domiciled in England and Wales. The company's registered
office is Anstey Bond LLP, 1-2, Charterhouse Mews, London, EC1M 6BB.
2. Basis of preparation
The interim condensed financial statements are for the six months ended 30
September 2023 and have been prepared in accordance with IAS 24 Interim
Financial Reporting, International Accounting Standards for use in the United
Kingdom ("IFRS"), on a going concern basis and under the historical cost
convention.
The interim condensed financial statements do not comprise statutory accounts
within the meaning of section 434 of the Companies Act 2006. They do not
include all the information required of annual financial statements in
accordance with IFRS and should be read in conjunction with the financial
statements for the period ended 31 March 2023.
The condensed financial information for the year ended 31 March 2023 does not
constitute the company's statutory accounts for that year, but is derived from
those accounts, which have been delivered to the Registrar of Companies. The
auditors have reported on those accounts; their report was unqualified and did
not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The auditors report did, however, emphasise a material uncertainty relating to
going concern, but also concluded the directors' use of the going concern
basis is appropriate.
The interim financial information for the six months ended 30 September 2023
is unaudited. In the opinion of the directors, the interim financial
information presents fairly the financial position and results from operations
and cash flow for the period.
The directors have made an assessment of the company's ability to continue as
a going concern and are satisfied that the company has adequate resources to
continue in operational existence for the foreseeable future.
3. Accounting policies, critical estimates and judgements
The accounting policies, methods of computation, critical estimates and
judgements applied in the interim condensed financial statements are there
same as those applied in preparing the financial statements for the period
ended 31 March 2023.
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities and the
reported amounts of income and expenses during the reporting period. Although
these judgements, estimates and assumptions are based on management's best
knowledge of current events and actions, actual results may differ.
4. Loss per share
Loss per share is calculated by dividing the loss attributable to the equity
holders of a company by the weighted average number of ordinary shares in
issue during the period. Diluted loss per share is calculated by adjusting the
basic loss per share to assume the conversion of all dilutive potential
ordinary shares. There are no dilutive instruments in issue, therefore the
basic loss per share and diluted loss per share are the same.
Six months ended 30 September 2023 Six months ended 30 September 2022 Period ended 31 March 2023
Unaudited Unaudited Audited
Weighted average number of ordinary shares (basic and diluted) 60,700,000 60,700,000 60,700,000
Loss for the period attributable to equity holders £(277,849) £(285,605) £(653,556)
Loss per share - basic and diluted (pence per share) (0.46)p (0.47)p (1.08)p
5. Share capital
Ordinary shares of 1p each, issued called up and fully paid:
Number £
At 30 September 2022 60,700,000 607,000
Issued in the period - -
At 31 March 2023 60,700,000 607,000
Issued in the period - -
At 30 September 2023 60,700,000 607,000
6. Post balance sheet events
Post period end, on 18 January 2024, the Company announced that it had signed
a non-binding letter of intent with QuiaPEG Pharmaceuticals Holding AD
("QuiaPEG") pursuant to which NZI will be granted a licence to the IP of
QuiaPEG for a period of 12 months with an option to purchase the IP at the end
of the 12 month period. As the proposed transaction is classified as a reverse
takeover in accordance with the UK Financial Authority's Listing Rules the
Company's listing on the Standard Segment of the Official List and from
trading on the Main Market on the London Stock Exchange is currently suspended
pending the publication of a prospectus and the application by the Company to
have its enlarged share capital listed on the Standard Segment of the Official
List and admitted to trading on the Main Market.
7. Related party disclosures
Remuneration of directors and key management personnel:
The remuneration of the directors during the six month period to 30 September
2023 amounted to £Nil (period ended 30 September 2022: £28,000).
Shareholdings in the company:
Shares
Michael Ellwood 1,249,100
Brian Basham 1,000,000
8. Ultimate controlling party
At 30 September 2023, there was no ultimate controlling party.
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