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REG - Plexus Holdings Plc - Preliminary Results

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RNS Number : 9747U  Plexus Holdings Plc  29 November 2023

Plexus Holdings PLC / Index: AIM / Epic: POS / Sector: Oil equipment &
services

 

29 November 2023

 

 

Plexus Holdings plc ('Plexus' or 'the Group')

 

Preliminary Results

 

Plexus Holdings plc, the AIM quoted oil and gas engineering services business
and owner of the proprietary POS-GRIP® method of wellhead engineering,
announces its preliminary results for the year ending 30 June 2023.

 

Financial Summary

·      Sales revenue £1,487k (2022: £2,306k)

·      Adjusted EBITDA £2,451k loss (2022: £2,780k loss)

·      Operating loss £4,261k (2022: £4,291k)

·      Loss before tax £4,228k (2022: £5,556k)

·      Loss after tax £4,015k (2022: £7,457k)

·      Basic loss per share 4.00p (2022: 7.42p loss)

·      Cash and cash equivalents of £1,449k (2022: £5,840k)

·      Bank borrowing of nil (2022: £3,958k relating to a drawn down
Lombard facility)

·      The Group has no funds invested in financial assets (2022:
£101k)

·      Convertible loan notes of £1,550k issued in the year (2022: nil)

 

Operational Overview

Revenue streams are derived from the direct rental and sale of Plexus products
together with the licencing of the Plexus' POS-GRIP® method of friction-grip
engineering technology to third parties, including SLB (previously
Schlumberger). The strategy is to establish the Company's proprietary and
patented leak-proof wellhead systems, applications and specialist engineering
solutions across the oil and gas industry, whilst helping to meet ESG and net
zero goals by offering 'through the BOP' (Blow out Preventer) wellhead
designs, and leak-proof seals capable of maintaining their integrity for the
life of the well thereby avoiding costs associated with maintenance and well
shut ins.

 

·     September 2022 - shortlisted in the 'Environmental Sustainability
Innovation' and 'Significant Contribution to the Industry' categories of the
Offshore Network's OWI Global Awards.

·     October 2022 - raised £1.55m through the issue of Convertible Loan
Notes ('CLN') to Ben van Bilderbeek, CEO of Plexus, and Jeff Thrall,
Non-executive Chairman of Plexus - proceeds to be used for working capital
purposes as the Group seeks to capitalise on the pipeline of opportunities
arising within its target markets.

·     February 2023 - agreed the sale of leasehold interest along with
associated leasehold liabilities of Burnside House, a building surplus to
requirements in Aberdeen for a consideration of £1.05m in cash.

·     March 2023 - secured a c.£5m contract for the rental of
proprietary POS-GRIP "HG®" wellhead equipment and sealing technology for a
specialised project application to be deployed over 12 months.

·     May 2023 - SLB exercised its option to extend its non-exclusive
licence agreement with Plexus for an additional six years effective from 10
November 2023, and confirmed that its testing programme was progressing well.

 

Post period end

·     August 2023 - contract value of the major rental contract announced
on 6 March 2023 increased materially from c.£5m to c.£8m.

·     September 2023 - entered into loan agreements with a total value of
£700,000 with Ben van Bilderbeek related entities - funding to be used to
provide additional working capital for the Group as Plexus continues to invest
in rental wellhead equipment inventory, the special project contract and
pursues a growing pipeline of opportunities and potential orders.

·     September 2023 - successful completion of Oceaneering Plug and
Abandonment ('P&A') campaign originally announced in June 2022. Plexus Mud
Containment System used sequentially on four different wells generated
revenues of £850,000, a 70% increase on initial estimates.

·     October 2023 - successful placing of 2,750,000 Treasury Shares
raising £549,230 gross proceeds further strengthening the balance sheet and
helping to underpin future expansion plans.

·     October 2023 - contract for a P&A project secured through
licensor SLB for the rental of Exact adjustable wellhead system and Centric
Mudline tooling for a leading North Sea operator with a value of c. £100,000.

·     November 2023 - contract with a value of c. £175,000 awarded by
Neptune Energy UK for the rental of Exact adjustable wellhead system and
Centric Mudline Suspension equipment to allow the permanent abandonment of a
UK North Sea well.

 

Chief Executive Ben Van Bilderbeek said:

 

During the year to 30(th) June 2023, the Group made a loss before tax of
£4.23m, compared to a loss in the prior year of £5.56m. Although revenues
were lower than the prior year, the board's focus on reversing these losses
and the decisions taken as part of the revised strategy has begun to have a
positive impact with significantly increased revenues and a return to
profitability anticipated for the 2023/24 financial year. Current activities
are centred around our re-entry into the drilling from Jack-up rigs
exploration rental wellhead business, sale of surface production wellheads and
the provision of special solutions and applications to operators, for example
in the Plug and Abandonment ('P&A') market sector. At the same time, we
are developing our licensee relationship with SLB where we have licenced
certain surface production wellhead IP and technology.

 

Looking at the macroeconomic and oil and gas ('O&G') sector backdrop, the
clock is ticking as the world looks to achieve its 2030-2050 net zero goals.
While the shift from an established fossil-fuel intensive hydrocarbon-based
energy system to one that will focus on renewables and nuclear is irrefutably
the right path forward, at the same time reality must prevail as it is
becoming increasingly clear that O&G will for decades continue to play a
key role in the energy mix until various complex cost and infrastructure
challenges are overcome, including the establishment of robust and reliable
critical supply chains. Importantly, natural gas is recognised as the key
transition hydrocarbon, and Plexus' proprietary wellhead and HG® seal designs
have a unique role to play in terms of their capability of delivering
leak-proof performance and solutions for the smaller molecules and higher
pressure and temperatures associated with gas exploration and production
drilling. Emphasising the gas opportunity, the CEO of Baker Hughes in an
interview with the Financial Times earlier this month declared that that there
is a long lifeline for natural gas and LNG and went one step further when he
said that: "If you look at affordability, security and sustainability, natural
gas and LNG is not just a transition fuel but a destination fuel".

 

BP believes that investment in O&G production will be needed for the next
30 years to avoid energy shortages and fluctuating prices, while the
International Energy Agency ('IEA') suggests that although oil, gas and coal
are on course to hit a peak in the next few years, having held a circa 80%
share of the global energy mix for decades, they will continue to be just
above 60% of the mix by 2050. The IEA's Oil 2023 report forecasts demand to
grow to 105.7mn barrels per day in 2028 - a new global high, and 6% more than
2022 levels. Sentiment in the sector is therefore becoming more positive with
Wood Mackenzie predicting that offshore exploration and drilling activity will
grow 20% by 2025.

 

At the same time as O&G demand remains strong, there are clear signs of
intensifying pressure to decarbonise, and the O&G industry is inevitably
coming under increased scrutiny to drastically reduce its future carbon
emissions. Consequently, it is now readily understood that whilst O&G
production and consumption continues, it needs to be as green as possible in
terms of reduced emissions (which are often unintentional leaks), especially
regarding methane which is so much more harmful to the environment than CO2.

 

The US is leading this charge: Administrator Michael Regan at the
Environmental Protection Agency ('EPA') recently said that no O&G
infrastructure was "getting out of jail free" under pending methane rules.
Meanwhile, California is looking to pass legislation that will require
companies to report carbon emissions from supply chains or risk being excluded
from the market; this mandate is the first of its kind in the US, but other
states and countries are likely to follow suit. Such legislation according to
reports seek to use consumer protection, racketeering, product liability and
other laws to seek damages to pay for climate related costs. The product
liability category is particularly relevant for Plexus as we believe that our
leak-proof wellhead equipment seals can perform in a way that conventional
equipment and seals cannot for scientifically verifiable reasons, thereby
protecting both the environment and the operator.

 

Plexus has always argued and continues to argue that leak prevention is so
much more effective than after the event questionable leak 'cures', and I must
believe that at some stage where an E&P company is faced with the choice
between specifying a conventional wellhead design with leak history, versus a
proven design with no leak history that our time will come. A further
incentive for such developments apart from O&G companies simply being
motivated to do the 'right thing' by selecting equipment that can help deliver
emission reduction, are powerful pending financial incentives such as
President Joe Biden's Inflation Reduction Act which will introduce a charge of
$900 USD per tonne of methane emitted in 2024, rising to $1,500 USD per tonne
in 2026.

 

Bearing in mind that our proven long term leak-proof metal sealing technology
for gas service wellheads has been around for many years, it begs the question
as to why preventing leaks from wellhead annular seals has not been made a
priority, and why the focus continues to be on monitoring and cure rather than
prevention?

 

Our explanation is simple, and twofold:

 

1.    Historically, I believe that the O&G industry has been
conditioned to 'accept' that all wellhead systems have a point at which
internal annular seals fail and that the need to re-energise seals is
considered an unavoidable aspect of regular field maintenance requirements
rather than being seen as a design flaw.

 

2.    In the early days, the focus on hydrocarbon exploration and
production was on oil and as such, the equipment was designed for oil, which
has larger molecules and is easier to contain than gas. Therefore, because
conventional gas wellhead equipment evolved rather than was designed with a
leak- proof purpose in mind, the compromises that have always existed I
believe have now become maintenance items, and therefore continue today.

 

Consequently, although over the years we have worked on some very exciting,
extreme wellhead pressure and temperature contracts and specialised projects,
our technology has not yet broken into the volume mainstream.

 

However, with the support of various forward-thinking international
conglomerates, which recognise the value and unique capabilities of our
technology, including SLB (previously Schlumberger), and with market sentiment
moving in our favour as companies look for new ideas and opportunities to cut
carbon emissions, I believe that Plexus will benefit accordingly.

 

Positively, Plexus' traditional home market, the North Sea, is beginning to
see a revival after a severe downturn around 2015 which massively impacted the
wider industry and Plexus, as we had been dependant on exploration drilling
activity. While the UK Continental Shelf ('UKCS') is perhaps inevitably facing
a "natural long-term decline" as suggested by Offshore Energies UK director
Mike Tholen, awareness is growing that if it isn't replenished with
exploration activity, the UK will have no choice but to increase its reliance
on imports, which in turn is a threat to the UK's energy security. This will
further exacerbate the emissions issue given O&G production closer to home
is a far greener option than shipping products such as liquified natural gas
('LNG') from across the Atlantic.

 

Accordingly, in July 2023, the UK Government committed to granting 100 plus
new licences to extract O&G from the North Sea and bolster its energy
security. In September 2023, Britain's largest undeveloped oil field,
Rosebank, was approved for drilling by the government regulator with
production scheduled to begin by 2027, which is a strong indication of the
change in sentiment. Furthermore, in October 2023 it was announced that a
further twenty-seven licences for O&G production have been granted, and
Energy Secretary Claire Coutinho could not have put it better when she said,
"As recognised by the independent Climate Change Committee, we'll continue to
need O&G over the coming decades as we deliver net zero. It's therefore
common sense to reduce our reliance on foreign imports and use our own supply
- it's better for our economy, the environment and our energy security".
Having re-entered the Jack-up exploration rental wellhead market with SLB
equipment and sales support, we are well positioned to support such
opportunities, in addition to the sale of production wellheads, P&A and
special projects where unique POS-GRIP solutions can be developed.

 

We have also been looking at options to apply our patented method of
friction-grip engineering to other decarbonising emerging industries such as
carbon capture and storage ('CCS'), hydrogen, geothermal and offshore wind
engineering challenges. In line with this, our R&D team based in Aberdeen
continue to design and develop new products that support the needs of existing
and potential customers.

 

Another key target market is global offshore decommissioning. Valued at
US$5.25 billion in 2021, this sector is forecast to grow at a CAGR of 7.6% to
$10.07 billion in 2030 (source: Polaris Market Research). With around 2,100
North Sea wells expected to be decommissioned over the next decade - around
200 per year - at an average cost of £7.8m per well, it is hardly surprising
that a third of the spend is in Europe. Once again, the market is being driven
by the rising focus on initiatives to lower climate-warming emissions.

 

With this background, we were delighted to have won a purchase order for
P&A equipment and services from Oceaneering International Services Limited
at the end of the last financial year (June 2022). This successful project,
which generated revenue of circa £850,000 for Plexus during the 2023 calendar
year, was approximately 70% higher than original estimates. We envisage that
this successful project will lead to other similar work in the North Sea and
internationally both with Oceaneering and other customers Indeed post period
end we announced two P&A related projects in the North Sea involving the
rental of our Exact adjustable wellhead system, the most recent being for
Neptune Energy UK announced in November 2023.

 

In summary, our Company's future success remains our key focus. At the same
time, we can help to address society's demands for O&G operators to be
responsible players through the supply of our unique technology which can
contribute to achieving emission reduction targets, As a major shareholder in
Plexus my interests are clearly aligned with all our shareholders, and my
confidence in the future was evidenced during the year by my provision of a
£1.5m convertible loan, and a £700,000 loan. Although there is still some
debate about the extent of the impact humanity has on global warming, the
current 1.5-degree centigrade cap will be bolstered by better technology, and
in this respect, I have no doubt that Plexus' proprietary POS-GRIP IP and its
wellhead equipment designs will achieve the recognition they deserve, and I
look forward to reporting further progress over the coming months.

 

For further information please visit www.plexusplc.com
(http://www.plexusplc.com) or contact:

 

 Plexus Holdings PLC                Tel: 020 7795 6890

 Ben van Bilderbeek, CEO

 Graham Stevens, CFO
 Cavendish Capital Markets Limited  Tel: 0131 220 6939

 Derrick Lee

 Adam Rae
 St Brides Partners Ltd             plexus@stbridespartners.co.uk

 Isabel de Salis

 Paul Dulieu

 

 

Summary of Results for the year ended 30 June 2023

                               2023     2022

                               £'000    £'000
 Revenue                       1,487    2,306
 Adjusted EBITDA               (2,451)  (2,780)
 Operating Loss                (4,261)  (4,291)
 Loss before taxation          (4,228)  (5,556)
 Loss after taxation           (4,015)  (7,457)
 Basic loss per share (pence)  (4.00p)  (7.42p)

 

 

Chairman's Statement

 

Overview

Plexus is a technology and engineering driven business centred on the rental
and sale of wellhead equipment for exploration and production O&G drilling
and P&A markets. Historically, the industry has developed over many
decades what Plexus terms conventional wellhead design and sealing solutions,
and in many parts of the world the lowest technical requirement available at
the cheapest price prevails when it comes to equipment selection and tender
outcomes. Conversely, Plexus has always pushed for ways to significantly
enhance the safety and performance of products offered and which we maintain
result in a significantly improved value proposition for the end user,
especially when considered over the life of a well where expensive remedial
work and shut ins leading to lost production are concerned.

 

With strong and in many cases regulatory demands being made on the industry to
reduce or avoid completely methane emissions, the main component of natural
gas, leak-proof wellhead performance should be increasingly demanded, and we
believe that this lies behind the recognition we have received from licensees
for our technology. Plexus' proprietary products are invariably protected by
patented IP, such as POS-GRIP technology applications and "HG" metal-to-metal
seals. The Company has demonstrated over many years that its products and
technology perform over a wide range of products and applications whilst at
the same time delivering green ESG and net zero compliant features in relation
to being "through the BOP" and most importantly offering leak-proof sealing
throughout the life of a well.

 

As well as supporting licensees where the goal is to deploy the Plexus
technology on a worldwide basis in markets that Plexus is best placed to reach
through its licencee partners, the Company continues to pursue surface and
subsea wellhead opportunities organically. In addition to this, Plexus is now
gaining traction in the pursuit of rental opportunities in the Jack-up
exploration wellhead business following a licensing deal with SLB, which
enables Plexus to offer both Exact exploration wellhead and Centric mudline
suspension systems.

 

Business progress

The Group's revenues decreased in the 12 months to 30 June 2023 to £1.49m
(2022: £2.31m), with a reduced loss before tax of £4.23m compared to loss of
£5.56m in the prior year. Importantly, £3.64m of revenues are included in
deferred income and will be recognised in the 2023/24 financial year.

 

The global outlook for growth in O&G activities is now stronger than it
has been for many years resulting in a pickup in activity across our core
markets - exploration drilling, development wells and the P&A market. In
the North Sea, where the reduction in activity was particularly pronounced
over the past few years, the higher O&G prices, and the growing support
for O&G development over the longer term as part of a more realistic net
zero transition timetable, have resulted in a number of orders and increased
tender opportunities.

 

The most significant contract win was the special project announced in March
2023 to supply POS-GRIP "HG" wellhead system and sealing technology for a
specialised subsea application. The value of this contract was increased post
year end from c.£5m to c.£8m in August 2023, which indicates the importance
of the project and the capabilities of our uniquely enabling technology. Such
projects are not routine business, and given the success in delivering this
equipment, management believe this will further enhance the reputation and
reach of the Company and should help with securing more standard and routine
work amongst the other operators involved.

 

A major order from Oceaneering for P&A work was completed during the year,
with Plexus' products delivering uniquely enabling methods of safely
abandoning old wells. The project was successfully completed with both the
equipment and the Plexus project team performing well, and the contract
delivering significantly more revenue than originally anticipated with a final
value of c.£850,000. The Plexus products used in this project, together with
Plexus' other equipment suitable for P&A work whether from floating
vessels or Jack-up rigs, will hopefully see an increase in similar project
work arising.

 

The August 2021 Exact Adjustable Wellhead licence agreement with SLB enabled
Plexus to re-enter the Jack-up exploration rental wellhead market with the
proven Exact and Centric wellhead and mudline suspension products. Since then,
much work has gone on improving the product range and investing capital in
building an initial rental wellhead inventory. This agreement has now started
to generate sales opportunities with two contracts announced in October and
November 2023, which use Exact wellhead equipment and associated tools. The
rental package is highly versatile and can be deployed in several applications
from Jack-up rigs, including P&A work, exploration and appraisal wells,
and pre-drilling of production wells, and we are excited about creating this
opportunity to capitalise on the strong reputation that we had built up in the
rental exploration wellhead equipment sector prior to selling the previous
division to TFMC in 2018.

 

With Plexus established reputation in Jack-up exploration drilling and mudline
suspension systems, alongside having knowledge of a number of the legacy wells
in the North Sea and worldwide, there is plenty of scope for gaining contracts
in this growing space over the coming years as they are now being considered
for re-entry and permanent decommissioning.

 

The Company's 49% investment in its associate company Kincardine Manufacturing
Services Limited ("KMS") was deemed to be non-core during the year. As a
result, a £0.7m loan arrangement was entered into with Ben van Bilderbeek
related entities as announced in September 2023, which at the same time
granted two option arrangements whereby the loan can be converted into 70% of
Plexus' 49% shareholding in KMS, with a second option for the balance of 30%
of the 49% shareholding for an additional £0.3m. Assuming the two options are
exercised then it is believed that the £1m of additional funds are better
deployed within Plexus and to support current growth plans. Although KMS
experienced an upturn in business following the end of the Covid-19 pandemic,
dividends have continued not to be declared which further supported the
decision to potentially monetise the Plexus KMS shareholding. In the period,
Plexus' share of KMS' profits led to a credit of £0.18m to the statement of
comprehensive income. As required under IAS36 an impairment review was
undertaken, which concluded that no impairment charge was required. At the
reporting date the investment in KMS has been reallocated under IFRS 5 to
current asset and has been presented as asset held for sale.

 

Plexus' family of proprietary intellectual property ("IP") continues to
underpin the value and potential of the business as evidenced by the ongoing
development of products and associated equipment which have enabled the c.
£8m special project announced during the year, together with innovative
P&A solutions contract wins. The IP suite consists of a mix of patents,
confidential test results and analysis methods, as well as field experience
and importantly in-depth product know-how which cannot be easily replicated. A
key over riding feature of our Plexus HG seal designs is their ability to
provide leak-proof performance solutions, and this capability was recognised
by the LSE in 2021 with the accreditation of the Green Economy Mark. Although
product patents do expire over time, ongoing R&D and proprietary technical
innovations continue to protect Plexus and licenced products. In addition, new
Method Patents for POS-GRIP are ongoing, and are anticipated to give Plexus
and its licensees further protection of the POS-GRIP method for another 20
years in the UK and worldwide.

 

Staff

On behalf of the Board, I would once again like to thank all our employees for
their dedication and hard work during the year. Although it was another
challenging period as evidenced by the financial results, I am confident that
the anticipated increase in exploration and production drilling activity which
we are already beginning to see the benefits of in the current year will be
positive for our staff, and for future employment opportunities within Plexus.

 

Outlook

As governments worldwide look to deliver clean transitions away from
hydrocarbons, there has been a tightening of climate policies clamping down on
O&G practices which is forcing the industry into change. While there has
undoubtedly been a level of 'greenwashing,' ultimately the industry is now
moving in the right direction, with new sustainable methods and equipment
being encouraged, developed, and employed to address regulatory demands for
emissions reductions, particularly in relation to methane.

 

In conjunction with these important developments, there is a growing
realisation that demand for O&G will, as Mike Sommers, the President, and
CEO of the American Petroleum Institute, recently wrote in a letter to the
Financial Times "… remain massive for decades to come". Furthermore, Mr.
Sommers wrote that the "… proper focus should therefore be on smart policies
that focus on innovations to produce that energy cleaner, safer and more
efficiently."  We see POS-GRIP as falling clearly into the innovation
category.

 

We see such developments, including the drive to reduce emissions throughout
the supply chain, as opening a new chapter in Plexus' story, particularly as I
believe our technology has been several steps ahead of the rest of the
industry having delivered leak-proof wellhead integrity solutions for over 20
years including its HG wellhead metal annular seals.

 

With our experienced team of engineers and service personnel based in
Aberdeen, and a growing range of products that offer multiple benefits and
advantages to the O&G industry in terms of improved safety, functionality,
and cost and time savings, Plexus is well positioned for growth. This includes
organic growth in the UK, specialised projects in the exploration rental and
surface production wellhead sectors, growing P&A activities, and
opportunities across the wider global market through licencing partnerships
such as the SLB licence (recently extended for a further six years).

 

Specifically in the UK, it is now being recognised that the reliance on
imported gas, such as from the US and Qatar and the resultant implications for
energy security is something that urgently needs addressing. Such
considerations were brought into sharp focus with the terrorist attack on
Israel in October, and it is no coincidence that the CEO of Baker Hughes in a
recent interview with the Financial Times said that he sees geopolitical risks
being at their highest level in half a century. However, encouragingly for the
North Sea, Andy Brooks the NSTA Director of New Ventures recently stated that:
"Oil and gas currently meets three-quarters of the UK's energy needs and
projections suggest they will both play an important role in the energy mix
for decades to come", a premise that is supported by the UK having a
significant volume of unsanctioned, discovered resources as well as a wealth
of infrastructure. For these reasons we believe there are clear growth
prospects in the UKCS and the ECS for 'closer to home' new wells and
associated leak-proof solutions, as well as opportunities arising in
alternative energy markets and applications, and Plexus expects to be able to
benefit accordingly.

 

In closing, I would like to take this opportunity to thank the Board,
management team and staff for their continued hard work and support over the
course of the year. I look forward to working with them all in the year ahead,
as we focus on delivering on our overriding objective which remains to
generate increasing value for all our shareholders.

 

 

J Jeffrey Thrall

Non-Executive Chairman

28 November 2023

 

 

Principal Activity

The Group markets oil and gas industry wellhead and associated equipment that
utilises its patented friction grip method of engineering known as POS-GRIP
Technology. This involves squeezing one tubular member against another within
the elastic range to effect gripping between the components and can also set
metal-to-metal seals, known as "HG" ® Seal Technology. This superior method
of load support and sealing for wellheads offers several important and unique
advantages to operators, particularly for HP/HT surface and subsea production
applications, P&A and special applications, and can include improved
technical leak-proof performance, improved integrity of metal-to-metal seals,
significant installation time savings, reduced operating and maintenance costs
and enhanced safety.

 

The Company has developed a range of products based on this technology, and is
focused on pursuing surface production, P&A, subsea and geothermal
wellhead opportunities, as well as connectors and the subsea market. Plexus
has also re-entered the rental exploration wellhead from Jack-up rigs market
through a licence arrangement with SLB for Exact adjustable wellhead systems
and Centric Mudline tooling and this is the main focus for Plexus over the
coming years and where Plexus' past reputation and success in this market can
be leveraged.

 

In addition to Plexus' organic activities, the Company pursues licencing
opportunities and is supporting SLB, with a POS-GRIP "HG" wellhead licence, a
non-exclusive licence for the development of conventional and unconventional
oil and gas surface production wellheads. SLB is carrying out a testing
programme, which is near completion, based around its own wellhead designs
incorporating the POS-GRIP method; after some delays, SLB is expected to
commercialise new products developed with the technology in the coming months.

 

Financial Results

 

Statement of Comprehensive Income

 

Revenue

Revenue for the year was £1,487k, a decrease from £2,306k in the previous
year. Importantly, deferred income includes £3,637k of revenues that will be
recognised in the following financial year.

 

Margin

Gross margin increased to 73.1% (compared to 64.7% in the previous year). The
increase in margin is largely driven by higher margins achieved on rental
incomes which make up a higher proportion of sales income in the current year
compared to the prior year.

 

Overhead expenses

Administrative expenses have decreased compared to the prior year with
expenditure of £5,348k (2022: £5,784k).

 

Continuing salary and benefit costs remain the largest component of
administrative expenses at £2,930k compared to £2,863k in the prior year.

 

Non-recurring item

The statement of comprehensive income includes a fair value adjustment on an
asset, which was held for sale, of £50k, relating to the write-down in a
building's value to its fair value prior to its sale in February 2023.

 

Loss Before Tax

Loss before tax of £4,228k compared to a loss in the prior year of £5,556k.

 

Adjusted EBITDA

The Directors use, amongst other things, Adjusted EBITDA on continuing
operations as a non-GAAP measure to assess the Group's financial performance.
The Directors consider Adjusted EBITDA on continuing operations, which
approximates the operational cash generated by, or used in the business, to be
the most appropriate measure of the underlying financial performance of the
Group in the period.

 

Adjusted EBITDA on continuing operations for the year was a loss of £2,451k,
compared to a loss of £2,780k in the previous year. Adjusted EBITDA on
continuing operations is calculated as follows:

 

                                             2023     2022

                                             £'000    £'000
 Operating loss                              (4,261)  (4,291)
 Add back:
 -Depreciation                               307      449
 -Amortisation                               1,253    1,230
 Share in profit of associate                182      111
 Fair value adjustment on financial assets   (1)      (513)
 Impairment charge on associate undertaking  -        109
 Other income                                69       125
                                             -----    -----
 Adjusted EBITDA on continuing operations    (2,451)  (2,780)
                                             -------  -------

 

Tax

The Group shows a total income tax credit of £213k for the year compared to a
tax credit of £1,901k for the prior year.

 

Investments

In December 2018, Plexus acquired a 49% shareholding in Kincardine
Manufacturing Services Limited ("KMS"), for a consideration of £735k plus
associated legal fees of £50k. At the year-end, a share in profit of
associate of £182k (2022: profit £111k) has been recognised. No dividends
were declared or received. Following an impairment review no impairment charge
was recognised in the year (2022: £109k). The investment in KMS meets the
criteria outlined in IFRS 5 and has been reallocated as an asset held for
sale.

 

EPS

The Group reports basic loss per share of 4.00p compared to a loss per share
of 7.42p in the prior year.

 

Statement of Financial Position

 

Intangible Assets and Intellectual Property ("IP")

The net book value of intangible assets was £8,731k, a decrease of 5% from
£9,165k last year. This movement represents investment of £516k less the
annual amortisation charge of £950k.

 

Plexus owns an extensive range of IP which includes many registered patents
and trademarks across a number of jurisdictions, and actively works to develop
and protect new methods and applications. In addition to registered IP, Plexus
has developed over many years a vast body of specialist know-how in relation
to the POS-GRIP friction grip method of engineering and related activities.
Plexus is also currently pursuing the registration of Method Patents, which
would further extend the scope of current patent protections.

 

The loss in the year and the market capitalisation of the Company being less
than the carrying value of the assets are indicators of impairment. Following
a thorough review, including a discounted cashflow model which has included
cashflows for 20 years, the Directors have concluded no impairment of IP is
required. Therefore, the Directors consider the current carrying values to be
appropriate.

 

Research and Development ("R&D")

R&D expenditure including patents increased from £447k in 2022 to £516k
in 2023. Continued investment in R&D demonstrates the Group is protecting,
developing, and broadening the range of proprietary POS-GRIP friction-grip
method of engineering applications, related IP, and Plexus products.

 

Tangible Assets

The net book value of property, plant and equipment including items at the
year-end was £1,404k compared to £821k last year. Capital expenditure on
tangible assets increased to £890k compared to £253k in the prior year.

 

Cash and Cash Equivalents

Net cash at the year-end was £1,449k (cash and cash equivalents of £1,449k
with no bank borrowings) compared to net cash of £1,882k (cash and cash
equivalents of £5,840k less the bank Lombard facility of £3,958k) in the
prior year, reflecting a net cash outflow for the year of £433k.

 

The decrease in bank borrowing represents full repayment of the bank Lombard
facility which had a balance of £3.96m at 30 June 2022.

 

It should also be noted that the Group has financial asset investments with a
value of £nil (2022: £0.10m) at the reporting date.

 

The expected future cash inflows and the cash balances held are anticipated to
be adequate to meet current on-going working capital, capital expenditure,
R&D, and project related commitments.

 

Dividends

The Company has not paid any dividends in the year and does not propose to pay
a final dividend at this time. Whilst the Company remains committed to
distributing dividends to its shareholders when appropriate, the Directors
believe that it is prudent to suspend the payment of dividends in light of the
ongoing capital and operational requirements of the business.

Operations

Progress has continued during the year with the Company's strategy to build a
portfolio of revenue streams based on its POS-GRIP technology and associated
products and services.

 

The Company's primary focus continues to be the marketing of its
POS-GRIP-enabled products and supporting licensees of the technology, as well
as the re-entry to the rental exploration market with its non-POS-GRIP
equipment designs. Plexus continues to supply surface production wellheads and
is also pursuing supplemental business opportunities relating to well
abandonment and decommissioning, which are anticipated to be growth areas as
the world's older producing oil and gas fields, such as in the North Sea, come
to the end of their lives.

 

Plexus continued to invest in R&D during the year, with significant focus
on optimising the Exact rental exploration wellhead product range for the
current market, and also to complete product development and testing required
for the Oceaneering decommissioning work and the forthcoming specialised
project. R&D remains an important operational activity and further
develops the value of our IP and ability to extend the range of applications
of POS-GRIP technology. Innovation in the oil and gas industry continues to be
an essential part of developing both cost saving initiatives and ever safer
drilling methods, particularly in relation to greener leak-proof technologies
and equipment, and the Board is confident that Plexus can continue to play an
important role in delivering such solutions whilst raising wellhead standards
to a level that conventional technology cannot reach, such as passing test
standards equivalent to those used for premium couplings.

 

Staff at the end of June 2023 (excluding non-executive directors) comprised of
36 employees, including 1 international employee, with a weighted average
total of 36 in the current year and 35 in the prior year.

 

Staff development remains a significant focus with the completion of a
comprehensive evaluation and revision of the in-house training modules to
ensure they continue to provide the necessary underpinning knowledge and
skills which is required of those fulfilling technical roles.

 

The Company continues to maintain the OPITO accreditation for its competency
management system, with continual developments and improvements to the
process, ensuring a robust assessment of employees in safety--critical roles.

Health and Safety continues to be a pivotal part of the business and remains
at the centre of everything we do. Plexus remains fully committed to
continually improving safety standards and the safety culture across the
business. This is reflected in the business being once again lost time injury
("LTI") free this year. Plexus has now passed its eighth anniversary of this
milestone in September 2023.

 

Plexus continues to comply with the requirements of the API Q1/ISO 9001 and
ISO 45001 standards to include the retention of both API 6A and 17D Licences.
These accreditations demonstrate Plexus' capability and determination to
operate under the highest standards. Post period end API conducted an audit
with 1 minor finding, resulting in Plexus retaining their accreditation.

 

The IT Department provides technology leadership for Plexus, including
governance, information security, software development and expertise in
deploying modern information technologies to improve company efficiency.
Plexus has continued to develop its in-house systems to ensure the Group is
able to react swiftly to changing market requirements, and constantly review
the Company's IT infrastructure. No significant IT infrastructure projects
were undertaken in the year.

 

Strategy and Future Developments

 

Technology

Plexus' proprietary POS-GRIP technology involves applying compressive force to
the outside of a wellhead or pipe, to flex it inwards. As the bore of the
vessel moves inwards, it makes contact with an inner pipe (or hanger) on the
inside. Sufficient contact force is generated to hold the inner member in
place through friction between the two components, whilst at the same time
creating a superior metal-to-metal seal. There are numerous advantages
associated with being able to connect two tubular members without the need for
threads or rotation. The Company's strategy is primarily focused on delivering
the highest standard of wellhead and associated Plexus products design for the
upstream oil and gas markets around the world. These have already proved to be
uniquely advantageous in terms of safety features, operational efficiency, and
cost savings, especially for HP/HT applications. The Company is now focused on
replicating this past success in the exploration drilling from Jack-up rigs
sector, as well as other wellhead and related markets including surface
production, subsea, plug & abandonment, gas storage and geothermal,
together with other initiatives such as a POS-GRIP Crown Plugs and POS-GRIP
Lateral Trees. Plexus' re-entry into the exploration rental wellhead for the
Jack-up drilling market will be built on non-POS-GRIP technology but with
specific benefits and features including "through the BOP" safety features.

 

POS-GRIP wellhead designs deliver many advantages over conventional "slip and
seal" and "mandrel hanger" wellhead technologies for surface exploration and
land and platform production applications. These include larger metal-to-metal
"HG" seal contact areas, virtual elimination of movement between parts, fewer
components, simplified design and assembly, enhanced corrosion resistance,
simpler manufacture, long term integrity, annulus management, and reduced
installation and maintenance costs. Plexus' HG seals offer leak preventative
capabilities for the life of the well which is a key consideration when
addressing Net Zero and ESG responsibilities, especially where methane
emissions are concerned.

 

Plexus' POS-GRIP enabled product suite also includes the innovative Python(®)
Subsea Wellhead as well as the POS-SET Connector(®) for use in the growing
decommissioning market. We believe the Python subsea wellhead has tremendous
potential as it can eliminate the need for wear bushings, pack-offs,
lock-rings, and lockdown sleeves, whilst delivering instant rigid lock-down in
all directions, and is fully reversible for ease of workover, side-tracking,
or abandonment. These design simplifications and features not only reduce the
risk of installation problems and safety issues, they also significantly
reduce installation time and the number of trips that are needed such that it
has been independently estimated that over ten days of time savings per well
can be achieved in deep-water under certain conditions which, depending on
water depth, Plexus estimates could result in a saving of over $10m for the
operator. The POS-SET Connector, which is designed to re-connect to bare
conductor pipe for well re-entry or permanent abandonment operations, creates
a solid connection with reliable sealing directly against the pipe, and
retains bend and load capabilities at 80% of pipe strength. The Directors
believe that such features mean that Plexus' wellhead equipment sets and
delivers a superior standard. Apart from the operational time savings and
related safety benefits, at an engineering level the Company has demonstrated
that its technology can raise and even exceed the integrity of wellhead
testing and sealing to that of premium couplings, which supports its claim
that wellheads no longer need to be the weak link in the well architecture
chain.

 

POS-GRIP friction-grip technology has wide ranging applications both within
and outside the oil and gas industry. As POS-GRIP is a method of engineering
as opposed to a product in its own right, there is an opportunity for the
technology to improve the performance of conventional products. The Company
will look to integrate POS-GRIP so that the range of benefits, together with
"HG" metal-to-metal sealing can be realised organically or in conjunction with
partners, including licensees. In line with this strategy, in November
2020 Plexus entered into a licence agreement with Cameron International
Limited, which grants the Schlumberger ('SLB') group company a non-exclusive
licence to use the POS-GRIP and HG® metal-to-metal seal method of wellhead
engineering for the development of conventional and unconventional oil and gas
surface production wellheads. The scope of this licence was further expanded
in December 2021, and subsequently in May 2023 was extended for a further
period of six years. SLB continues to make good progress with the engineering
and testing programme of their new wellhead design which will incorporate
Plexus technology. The programme has taken longer than originally anticipated,
and therefore marketing and sales activity by SLB to its customers should
begin in the first half of 2024 calendar year.

 

In addition to POS-GRIP Technology, Plexus is now re-entering the Jack-up
exploration rental wellhead market with SLB's Exact and Centric wellhead and
mudline suspension products. These products are tried and tested, and well
suited to the exploration market as they are "through the BOP" products which
deliver crucial time savings and safety benefits over conventional wellhead
products. As the exploration market rebounds in the North Sea, especially
following the recent issue of new licence, as well as internationally, these
products, combined with Plexus' experience and reputation in this sector means
that we are well placed to win a significant share of the work now beginning
to be planned, and where the Company is seeing a number of contract
opportunities arise.

 

Business Model and Markets

The Company is proprietary technology driven and its extensive patent
protected IP and many years' worth of specialist know-how has been
successfully deployed in hundreds of wells around the world. Its superior
performance, safety and operational advantages led to the Company becoming
established initially as a leading equipment and services provider to the
niche Jack-up exploration rental wellhead market. The Directors believe that
this success can over time be replicated and extended to the wider and much
larger energy sectors including surface production, subsea, geothermal, and
fracking applications based on its POS-GRIP technology. In addition to this
there is a surge in interest in subsurface storage wells for gas, CO2, and
hydrogen, for which POS-GRIP technology is also ideally placed to address the
need for leak-proof equipment designs.

 

Plexus has a good reputation for offering the agility and customer focus
required to succeed in the Jack-up exploration rental wellhead market, and so
the licence agreement with SLB to allow Plexus to re-enter this market with
field proven products is welcome and is anticipated to see an addition to
revenues as global exploration activity increases. Importantly SLB are also
referring potential order enquiries to Plexus which is a further route to
market.

 

An emerging market sector where Plexus' technology is beginning to gain
traction is 'special solutions' where the Company's innovative IP and product
designs and applications can prove uniquely beneficial. A key special project
contract of this nature was announced in March 2023 with a value of c. £5m
and was subsequently increased by a further c. £3m in August 2023, and may
increase further.

 

Strategy

Plexus' long-term goal is to establish POS-GRIP technology as a new industry
standard for wellhead and metal sealing designs, whilst continuing to develop
new Plexus products, which can also offer multiple benefits and advantages to
the industry in terms of improved safety, functionality, and cost and time
savings. An example of such extensions for POS-GRIP technology is the
Company's connector technology, which is ideal for high integrity, low fatigue
applications. The Directors believe wellhead connectors, riser connectors,
subsea jumper connectors, pipeline connectors, tether tensioners and even
vessel mooring connectors can all benefit from the simplicity of the POS-GRIP
method of engineering.

 

The Company has taken on the SLB Exact adjustable wellhead and Centric mudline
suspension products. It has been necessary to invest time and money into
building an initial rental inventory to create capacity to meet anticipated
demand. This has resulted in initial orders for P&A and decommissioning
work associated with this equipment. We expect that the increase in activity
and revenue from this business will be positive and will also allow Plexus to
re-engage with customers at the exploration stage, which then has the
potential to lead to follow on production and subsea opportunities.

 

As the world and the oil and gas industry strives to implement a range of ESG
compliant initiatives, particularly in relation to achieving net zero, Plexus
believes that its technology can make a valuable contribution in terms of its
leak-proof sealing capabilities, and its 'through the BOP' wellhead designs.

 

Key Performance Indicators

The Directors monitor the performance of the Group by reference to certain
financial and non-financial key performance indicators. The financial
indicators include revenue, adjusted EBITDA, profit and loss, earnings per
share, cash balances, and working capital resources and requirements. The
analysis of these is included in the financial results section of this report.
Non-financial indicators include Health and Safety statistics, R&D
activity, equipment utilisation rates, geographical diversity of revenues and
customers, the level of ongoing customer interest and support, geo-political
considerations such as emissions concerns and awareness, effectiveness of
various research and development initiatives, for example, in relation to new
patent activity and inventions, and appropriate employee headcount numbers and
turnover rates. The non-financial key performance indicators are included
within the strategic report.

 

Principal Risks and Risk Management

There are a number of potential risks and uncertainties that could have an
impact on the Group's performance which include the following.

 

(a)     Political, legal, and environmental risks

Plexus aims to participate in a global market where the exploration and
production of oil and gas reserves, and even the access to those reserves can
be adversely impacted by changes in political, operational, and environmental
circumstances. This has for example been evidenced by the impact of the war in
Ukraine, ongoing Russian sanctions, and the recent terrorist activity against
Israel. The current global political and environmental landscape, particularly
in relation to climate change issues and net zero goals, and the relentless
plan to move away from hydrocarbons to, for example renewables, continues to
demonstrate how any combination of such factors can generate risks and
uncertainties that can undermine commercial opportunities and trading
conditions. Some risks are of course unforeseen, and one such significant risk
took the form of the global pandemic caused by COVID-19 which materialised in
2020 and where its social and economic impact continues to be felt today.
Although Plexus has taken all reasonable steps to mitigate the effects of this
risk, both economic and to the health and well-being of our employees,
customers, and suppliers by complying with legislation and taking measures to
ensure business continuity, the negative impact has clearly been felt. Such
risks also extend to legal and regulatory issues, and it is important to
understand that these can change at short notice. For example, ongoing and
future changes to oil and gas industry windfall taxes may have an adverse
impact on investment levels, as of course does a country's decision-making
process in relation to granting new exploration and production drilling
opportunities. To help address and balance such risks, the Group where
possible seeks to broaden its geographic footprint and customer base, as well
as actively looking to forge commercial relationships with large industry
players, and potential licencees.

 

The Company continues to closely monitor the potential impact and risks of the
UK's exit ("Brexit") from the European Union ("EU"). This includes assessing
and monitoring the potential impact of the introduction of trade tariffs and
the potential supply chain disruption that could result from increased customs
checks at borders and related matters which are being indicated for 2024.
Plexus has an IP-led business model, which provides it with operational
flexibility and the ability to respond to and mitigate some of the potential
impacts of the different scenarios resulting from the UK's exit from the EU.
In the meantime, Plexus has amongst other activities obtained an Economic
Operator Registration and Identification ("EORI") number to enable the Company
to continue to import and export with the EU.

 

(b)     Oil and Gas Sector Trends

It is readily understood that the world continues to move away from coal as
part of the COP21 as well as the COP26 and COP 27 pronouncements, together
with other climate change objectives in relation to the ongoing need to
urgently reduce CO2 and CH4 (methane) emissions. Importantly legislation is
now beginning to be introduced which can impose large fines on companies that
do not control their emissions, particularly methane and such developments
logically suggest that E&P operators should be more interested than ever
before in preventative leak solutions rather than temporary 'cures.'
However, the commercial and environmental dynamics between traditional
hydrocarbons in terms of coal, oil and gas is not the only trend to consider.
New technologies, particularly in relation to renewables such as wind and
solar, alternative energies and developments such as the increasing use of
electric vehicles and corresponding improvements in battery storage life, and
wave energy, could all in the future prove very disruptive to the traditional
oil and gas industry and the corresponding demand for exploration and
production equipment and services. However, it is also now clearly recognised
that the world will continue to need hydrocarbons as an energy and materials
source, and in particular gas for decades to come, and indeed currently global
demand for hydrocarbons is forecast to continue to grow for the foreseeable
future. It should be noted that the adverse climate change impact of methane
compared to CO2 is now better understood by environmentalists, regulators and
the oil and gas industry and that it is essential that methane wellhead leaks
are prevented whenever and wherever possible. The impending Methane Emissions
Reduction Act in the US and similar legislation being progressed in Europe
demonstrate regulations are increasingly becoming more stringent.

 

(c)     Technology

Having originally proved the superior qualities of POS-GRIP technology within
the Jack-up rental wellhead exploration market which culminated in the sale of
that business to FMC Technologies Limited, a subsidiary of TechnipFMC
(Paris:FTI, NYSE:FTI) (jointly "TFMC"), in early 2018, the Company has focused
on establishing its technology and equipment in other markets including
surface production wellheads, subsea and de-commissioning, both organically
and through licence partners. Plexus has since re-entered the rental
exploration wellhead market with non-POS-GRIP designed equipment following a
licence agreement with SLB in August 2021. Further, in November 2020 Plexus
entered into a licence agreement with Cameron International Limited, which
grants the SLB group company a non-exclusive licence to use the POS-GRIP and
HG® metal-to-metal seal method of wellhead engineering for the development of
conventional and unconventional oil and gas surface production wellheads. The
scope of this licence was further expanded in December 2021, and was
subsequently extended by a further six years in May 2023.

 

(d)   Competitive risk

The Group operates in highly competitive markets and often competes directly
with large multi-national corporations who have greater resources and are more
established, and who are more resilient to extended adverse trading
conditions. This risk has become more concentrated over recent years as a
result of the large oil service company competitors and the target customer
base becoming even larger and more influential through a series of mergers and
acquisitions. The major oil service and equipment company consolidations have
therefore magnified such issues as competitors reduce in number but increase
in size, influence, and reach. Unforeseen product innovation or technical
advances by competitors could adversely affect the Group, and lead to a slower
take up of the Group's proprietary technology. To mitigate this risk, Plexus
has an active R&D programme, and maintains an extensive suite of patents
and trademarks, and actively continues to develop and improve its IP,
including adding to its existing extensive 'know-how' to ensure that it
continues to be able to offer unique superior wellhead design solutions.

 

(e)   Operational

Plexus, like many other oil service companies, had to make significant
reductions in its workforce numbers over the past few years as a result of a
volatile oil price and market challenges and a corresponding reduction in
drilling activity and related levels of capex spend. These adverse trading
conditions were magnified since early 2020 by the Covid-19 pandemic, which in
turn coincided with an acceleration in the world's clearly expressed desire to
reduce its dependence on hydrocarbons, particularly following the start of the
war in Ukraine in February 2022. However, there are now encouraging signs of a
global pick up in drilling activity, although it is possible that the industry
and Plexus could experience difficulties in rehiring past or new employees and
which could deprive Plexus of the key personnel necessary for expanding
operational activities, as well as R&D initiatives, at the rate that may
be required. To help mitigate this risk, Plexus has developed effective
recruitment and training procedures, which combined with the appeal of working
in a company with unique technology and engineering solutions will hopefully
help to mitigate such risks. In addition, there are signs that certain
pressure groups such as Just Stop Oil and Extinction Rebellion are increasing
their level of activity, and this may also impact on oil and gas investment
and drilling activities, at least in the West.

 

(f)    Going Concern, liquidity, and finance requirements

In an economic and global geopolitical climate that in many ways remains
uncertain, it has become increasingly possible for potential sources of
finance to be closed to businesses for a variety of reasons that have not
historically been an issue. Some of these may even relate to the lender itself
in terms of its own capital ratios and lending capacity where financial
pressures and constraints can apply. Also, Plexus' smaller market cap can be a
negative factor if consideration is given to raising additional funds in the
public markets. Furthermore, a number of large and influential institutions
have actively divested oil and gas investments and declared that further
investments and funding will not be made available for oil and gas projects as
a result of climate change concerns and as part of the move to net zero.
Positively however there are signs that the capital markets are once again
opening up to oil services companies should raising capital be necessary. The
Group undertakes cashflow forecasting throughout the year to ensure the
going-concern assumption is still appropriate. The recent raising of funds
from convertible loans, and the sale of Treasury shares is an example of this
and helps to ensure the Group has adequate working capital headroom to see it
through the next 12 months. However as disclosed in note 1b the group is
reliant on raising additional funding, an event that was indicated at the time
the convertible loan arrangements were entered into in October 2022, and there
can be no certainty regarding the timing and quantum of future funding and
therefore this indicates a material uncertainty which may cast significant
doubt regarding the Group's ability to continue as a going concern.

 

(g)   Credit

The main credit risk is attributable to trade receivables. Where the Group's
customers are large international oil and gas companies the risk of
non-payment is significantly reduced, and therefore is more likely to be
related to client satisfaction and potentially in a volatile world trade
sanction issue. Where smaller independent oil and gas companies are concerned,
credit risk can be a factor. Customer payments can potentially involve
extended periods of time especially from countries where exchange control
regulations can delay the transfer of funds outside those countries. As Plexus
begins to establish international licensee relationships there may be
instances whereby certain capital and royalty payments could be due some way
into the future and as such greater credit risk than exists under normal
payment terms could apply. The Group's exposure to credit risk is monitored
continuously, and to date its collections record has been extremely reliable.

 

(h)     Risk assessment

The Board has established an on-going process for identifying, evaluating, and
managing the more significant risk areas faced by the Group. One of the
Board's control documents is a detailed "Risks assessment & management
document," which categorises risks in terms of - business (including IT),
compliance, finance, cash, debtors, fixed assets, other debtors/prepayments,
creditors, legal, and personnel. These risks are assessed and updated as and
when appropriate and can be associated with a variety of internal and external
sources including regulatory requirements, disruption to information systems
including cyber-crime, control breakdowns and social, ethical, environmental
and health and safety issues.

 

(i)      COVID-19

Although the regulations around COVID-19 were relaxed in 2022, Plexus
continues to place the health and safety of its employees as its highest
priority and in line with this has implemented various protocols. The Board
continuously monitors the situation, should Government guidance change.

Section 172 Statement

 

This section serves as the section 172 statement and should be read in
conjunction with the full Strategic Report and the Corporate Governance
Report. Section 172 of the Companies Act 2006 requires directors to take into
consideration the interests of stakeholders in their decision making. The
Directors continue to have regard to the interests of the Company's employees
and other stakeholders, including shareholders, customers and suppliers,
Licence Partners and the community and environment, through positive
engagement and when making decisions. Acting in good faith and fairly between
members, the Directors consider what is most likely to promote the success of
the Company for its members in the long term and to protect the reputation of
the Company.

 

Shareholders

Plexus seeks to develop an investor base of long-term shareholders that are
aligned to our strategy, whether institutional or private retail investors. By
communicating our strategy and objectives, we seek to maintain continued
support from our investor base. Such opportunities have been made more
challenging by the financial performance of Plexus over the past few years,
and the resultant decline in the size of the market cap of the business.
However, now that positive news flow is beginning to be generated the
Directors believe that a fresh approach can be made to the investment
community both to existing and new potential shareholders in conjunction with
its advisors. Important issues include financial stability and the strength of
the balance sheet and protecting and strengthening the value of our
intellectual property. Engagement with shareholders is a key element to this
objective and methods of engagement are detailed in the Corporate Governance
Report, although over the past years, as a result of the Covid pandemic's
impact on working practices, such interactions in common with many other
businesses have lessened. Encouragingly there are signs that "normal"
interaction levels will begin to reassert themselves. During the year, the
Finance Director supported by other members of the executive team, the
Company's broker, and the Investor Relations advisor, engaged where possible
with investors by email, presentations, direct conversations, and ad-hoc
meetings. The Company also continues to update its website to provide
investors and other stakeholders with access to information about the Company.
The website includes details of the LSE "Green Economy Mark" status, which was
awarded in July 2021, and associated NetZero commentary. During the year,
several key decisions were made by the Board, including the raising of funds
through the issue of £1.55m of Convertible Loan Notes; the sale of a
leasehold interest along with associated leasehold liabilities for £1m cash
and post year the entering into loan agreements with a total of £700k. All of
these fund-raising related decisions are aimed at increasing shareholder
value.

 

Employees

The Group's UK staff are engaged by the Company's subsidiary Plexus Ocean
Systems Limited based in Aberdeen, Scotland. Being a relatively small company
with just over 30 employees largely operating in one location, there is a high
level of visibility regarding employee engagement and satisfaction. The
Company is engaged with a specialist firm of benefits advisers who can offer a
comprehensive service to employees as well as to the Company. The Company
consults with employees on matters of competency, training, and health and
safety as detailed in the Corporate Governance Report. During the year, the
Company successfully achieved eight continuous years with no Lost Time
Incidents (LTI's) and this successful safety culture has continued beyond that
anniversary to the date of writing.

 

Customers and Suppliers

The Company is committed to acting ethically and with integrity in all
business dealings and relationships. Fostering good business relationships
with key stakeholders including customers and suppliers is important to the
Company's success. The Board seeks to implement and enforce effective systems
and controls to ensure its supply chain is maintaining the highest standard of
business conduct in line with best practice including in relation to
anti-bribery and modern slavery.

 

Licence Partners

The Company engages with Licence Partners in a way that follows the same
principles as those applied to relationships with other customers and
suppliers. Additionally, the Company engages with its Licence Partners to
support their efforts to achieve commercial success by holding as and when
required technical workshops, technical training, and data transfer. Following
the announcement in November 2020 of entering into a non-exclusive surface
wellhead licencing agreement with Cameron (SLB) and the extension of this
agreement in December 2021, regular Teams meetings and occasional face to face
meetings have been held as part of the process of transferring Plexus'
relevant IP so that Cameron can design and develop its own low-cost wellhead
with POS-GRIP technology inside. In May 2023 SLB exercised its option to
extend its non-exclusive licence agreement with Plexus for an additional six
years effective from November 2023.

 

Community and Environment

The Company has minimal environmental impact in the localities in which it
operates. This clearly helps the Company meet its corporate objectives in this
regard but is never taken for granted. In the year under review, the Company
met its target for waste management and in general continues to operate in a
manner that is open, honest, and socially responsible.

 

 

G Stevens
Director

28 November 2023

 

 

Consolidated Statement of Comprehensive Income

for the year ended 30 June 2023

 

 

                                                              Notes  2023     2022

                                                                     £'000    £'000
 Revenue                                                      1      1,487    2,306
 Cost of sales                                                       (400)    (813)
                                                                     -------  -------
 Gross profit                                                        1,087    1,493
 Administrative expenses                                             (5,348)  (5,784)
                                                                     -------  -------
 Operating loss                                                      (4,261)  (4,291)
 Finance income                                                      7        164
 Finance costs                                                       (175)    (640)
 Share in profit of associate                                        182      111
 Other income                                                        69       125

 Non-recurring item
 Fair-value adjustment on asset held for sale                        (50)     (1,025)
                                                                     -------  -------
 Loss before taxation                                                (4,228)  (5,556)
 Income tax credit / (charge)                                 3      213      (1,901)
                                                                     -------  -------
 Loss for year                                                       (4,015)  (7,457)
 Other comprehensive income                                          -        -
                                                                     -------  -------
 Total comprehensive                                                 (4,015)  (7,457)

 Loss for the year attributable to the owners of the parent
                                                                     -------  -------
 Loss per share                                               5
 Basic                                                               (4.00p)  (7.42p)
 Diluted                                                             (4.00p)  (7.42p)

 

 

 

 

 
Consolidated Statement of Financial Position

at 30 June 2023

 

 

                                                            Notes  2023     2022

                                                                   £'000    £'000
 Assets
 Goodwill                                                          767      767
 Intangible assets                                          6      8,731    9,165
 Property, plant and equipment                              7      1,404    821
 Financial assets                                           10     -        101
 Investment in associate                                    9      -        723
 Right of use asset                                                638      941
                                                                   -------  -------
 Total non-current assets                                          11,540   12,518
                                                                   -------  -------

 Asset held for sale                                        8      905      1,100
 Corporation tax                                                   153      -
 Inventories                                                       2,265    1,394
 Trade and other receivables                                       2,318    971
 Cash and cash equivalents                                         1,449    5,840
                                                                   -------  -------
 Total current assets                                              7,090    9,305
                                                                   -------  -------
 Total assets                                                      18,630   21,823
                                                                   -------  -------

 Equity and liabilities
 Called up share capital                                    11     1,054    1,054
 Shares held in treasury                                    12     (2,500)  (2,500)
 Share based payments reserve                                      674      674
 Retained earnings                                                 12,292   16,307
                                                                   -------  -------
 Total equity attributable to equity holders of the parent

                                                                   11,520   15,535
                                                                   -------  -------
 Liabilities
 Convertible loans                                          14     1,702    -
 Lease liabilities                                                 428      761
                                                                   -------  -------
 Total non-current liabilities                                     2,130    761
                                                                   -------  -------
 Trade and other payables                                          4,647    1,245
 Lease liabilities                                                 333      324
 Bank Lombard facility                                             -        3,958
                                                                   -------  -------
 Total current liabilities                                         4,980    5,527
                                                                   -------  -------
 Total liabilities                                                 7,110    6,288
                                                                   -------  -------
 Total equity and liabilities                                      18,630   21,823
                                                                   -------  -------

 
 
Consolidated Statement of Changes in Equity

for the year ended 30 June 2023

 

 

 

                                        Called Up       Shares Held in Treasury  Share Based Payments Reserve  Retained   Total

Earnings
                                        Share Capital
                                        £'000           £'000                    £'000                         £'000      £'000
 Balance as at 30 June 2021             1,054           (2,500)                  674                           23,764     22,992
 Total comprehensive loss for the year  -               -                        -                             (7,457)    (7,457)
                                        -------         -------                  -------                       ------     ------
 Balance as at 30 June 2022             1,054           (2,500)                  674                           16,307     15,535
 Total comprehensive loss for the year  -               -                        -                             (4,015)    (4,015)
                                        -------         -------                  -------                       ------     ------
 Balance as at 30 June 2023             1,054           (2,500)                  674                           12,292     11,520
                                        -------         -------                  -------                       -------    -------

 
Consolidated Statement of Cash Flows

for the year ended 30 June 2023

 

 

                                                                2023     2022

                                                        Notes   £'000    £'000
 Cash flows from operating activities
 Loss before taxation                                           (4,228)  (5,556)
 Adjustments for:
 Depreciation and amortisation charges                          1,560    1,679
 Redemption premium on convertible loans                        152
 Profit on disposal of property, plant and equipment            -        (4)
 Share in profit of associate                                   (182)    (111)
 Other income                                                   (69)     (114)
 Lease liability re-assessment                                  -        -
 Fair value adjustment on asset held for sale                   50       1,025
 Impairment of associate                                        -        109
 Fair value adjustment on financial assets                      1        513
 Investment income                                              (7)      (164)
 Interest expense                                               23       127
 Changes in working capital:
 Increase in inventories                                        (871)    (819)
 (Increase) / decrease in trade and other receivables           (1,347)  80
 Increase in trade and other payables                           3,401    602
                                                                -------  -------
 Cash used in operating activities                              (1,517)  (2,633)
 Income taxes refunded / (paid)                                 80       (2)
                                                                -------  -------
 Net cash used in operating activities                          (1,437)  (2,635)
                                                                -------  -------
 Cash flows from investing activities
 Funds divested from financial instruments                      102      2,428
 Property rental and dilapidations income                       50       114
 Purchase of intangible assets                                  (516)    (447)
 Purchase of property, plant and equipment                      (890)    (253)
 Preparation costs for asset held for sale                      -        (180)
 Proceeds of sale of property, plant and equipment              1,052    3
 Interest and investment income received                        7        164
                                                                -------  -------
 Net cash (used) / generated in investing activities            (195)    1,829
                                                                -------  -------
 Cash flows from financing activities
 (Repayment) / draw down of Lombard facility                    (3,958)  1,914
 Funds raised from convertible loans                            1,550    -
 Repayments of lease liabilities                                (347)    (347)
 Interest paid                                                  (4)      (96)
                                                                -------  -------
 Net cash (outflow) / inflow from financing activities          (2,759)  1,471
                                                                -------  -------
 Net (decrease) /increase in cash and cash equivalents          (4,391)  665
 Cash and cash equivalents at 1 July 2022                       5,840    5,175
                                                                -------  -------
 Cash and cash equivalents at 30 June 2023              15      1,449    5,840
                                                                -------  -------

 

Notes to the Consolidated Financial Statements

 

1.         Revenue

                       2023    2022
                       £'000   £'000
 By geographical area
 UK                    963     1,984
 Europe                524     277
 Rest of World         -       45
                       -----   -----
                       1,487   2,306
                       -----   -----

 

The revenue information above is based on the location of the customer.

 

                                   2023    2022
                                   £'000   £'000
 By revenue stream
 Rental                            589     417
 Service                           146     167
 Sold equipment                    540     1,289
 Royalty fees                      -       277
 Rebillables                       36      24
 Support services and engineering  176     132
                                   -----   -----
                                   1,487   2,306
                                   -----   -----

 

Substantially all of the revenue in the current and previous periods derives
from the sale, short-term rentals and the provision of services relating to
the Group's patent protected equipment.

 

 

2.  Segment Reporting

The Group derives revenue from the sale of its POS-GRIP technology and
associated products, the rental of equipment utilising the POS-GRIP technology
and service income principally derived in assisting with the commissioning and
on-going service requirements of our equipment. These income streams are all
derived from the utilisation of the technology which the Group believes is its
only segment.

 

Per IFRS 8, the operating segment is based on internal reports about
components of the group, which are regularly reviewed and used by the board of
directors being the Chief Operating Decision Maker ("CODM").

 

All of the Group's non-current assets are held in the UK.

 

The following customers each account for more than 10% of the Group's
continuing revenue:

 

             2023    2022
             £'000   £'000
 Customer 1  524     1,471
 Customer 2  444     277
 Customer 3  235     -
 Customer 4  156     -

 

 

3.   Income tax credit

 (i)   The taxation (credit) / charge for the year comprises:                   2023     2022

                                                                                £'000    £'000
 UK Corporation tax:
 Adjustment in respect of prior years                                           (217)    -
                                                                                -----    -----
                                                                                (217)    -
                                                                                -----    -----
 Foreign tax
 Current tax on income for the year                                             -        2
                                                                                -----    -----
                                                                                -        2
                                                                                -----    -----
 Total current tax (credit) / charge                                            (217)    2
                                                                                -----    -----
 Deferred tax:
 Origination and reversal of timing differences                                 4        (14)
 Deferred tax asset write-down                                                  -        (1,866)
 Adjustment in respect of prior years                                           -        (23)
                                                                                -----    -----
 Total deferred tax                                                             4        (1,903)
                                                                                -----    -----
 Total tax credit                                                               (213)    (1,901)
                                                                                -----    -----
 The effective rate of tax is 20.50% (2022: 19%)
 (ii)  Factors affecting the tax charge on continuing activities for the year   2023     2022
                                                                                £'000    £'000
 Loss on ordinary activities before tax                                         (4,228)  (5,784)
 Tax on (loss)/profit at standard rate of UK                                    (867)    (1,098)

corporation tax of 20.50% (2021: 19%)
 Effects of:
 Fixed asset differences                                                        18       -
 Expenses not deductible for tax purposes                                       133      282
 Effect of change in tax rate                                                   (171)    (257)
 Tax adjustments on share-based payments
 Adjustments in respect of prior year                                           (217)    (22)
 Foreign tax rates
 Deferred tax asset write-down                                                  -        (1,866)
 Deferred tax not recognised                                                    891      1,060
                                                                                -----    -----
 Total tax credit                                                               (213)    (1,901)
                                                                                -----    -----

 

 

 (iii) Movement in deferred tax asset balance  2023    2022
                                               £'000   £'000
 Deferred tax asset at beginning of year       -       (1,899)
 Debit to Statement of Comprehensive Income    -       1,899
                                               -----   -----
 Deferred asset at end of year                 -       -
                                               -----   -----

 

 

 (iv) Deferred tax asset balance                                    2023     2022
                                                                    £'000    £'000
 The deferred tax asset balance is made up of the following items:
 Difference between depreciation and capital allowances             2,055    -
 Tax losses                                                         (2,055)  -
                                                                    -----    -----
 Deferred tax asset at end of year                                  -        -
                                                                    -----    -----

 

As outlined in the accounting policy (note 1f) deferred tax assets are
recognised only to the extent that it is probable that future taxable profit
will be available. The deferred tax asset relates to losses to the value of
the deferred tax losses and is reviewed at the end of each reporting period.
The Group has previously recognised a deferred tax asset based upon its
mid-term forecast profitability. On the basis losses have not been utilised in
the current financial year management consider that the probable threshold is
not met and have released the asset to the extent there are not sufficient
taxable temporary differences. Once this threshold can be demonstrated an
asset will be recognised. At 30 June 2023 the Group has tax losses available
of £24.5m (2022: £21.5m).

 

 

4.  Loss per share

 

                                                     2023         2022
                                                     £'000        £'000
 Loss attributable to shareholders                   (4,015)      (7,457)
                                                     Number       Number
 Weighted average number of shares in issue          100,435,744  100,435,744
 Dilution effects of share schemes                    -           -
                                                     ----------   ----------
 Diluted weighted average number of shares in issue  100,435,744  100,435,744
                                                     ----------   ----------

 Loss per share
 Basic Loss per share for continuing operations      (4.00p)      (7.42p)
 Diluted Loss per share for continuing operations    (4.00p)      (7.42p)
                                                     ------       ------

 

Basic loss per share is calculated on the results attributable to ordinary
shares divided by the weighted average number of shares in issue during the
year.

 

Diluted earnings per share calculations include additional shares to reflect
the dilutive effect of share option schemes. As a loss was made on continuing
operations for the current year the option schemes are considered to be
anti-dilutive.

 

 

5.  Intangible Assets

                                              Patent and Other

                      Intellectual Property   Development       Computer

Software

                                                                           Total
                      £'000                   £'000             £'000      £'000
 Cost
 As at 30 June 2021   4,600                   13,690            261        18,551
 Additions            -                       447               -          447
 Disposals            -                       -                 (17)       (17)
                      -----                   -----             -----      -----
 As at 30 June 2022   4,600                   14,137            244        18,981
 Additions            -                       516               -          516
                      -----                   -----             -----      -----
 As at 30 June 2023   4,600                   14,653            244        19,497
                      -----                   -----             -----      -----
 Amortisation
 As at 30 June 2021   3,550                   5,098             259        8,907
 Charge for the year  238                     687               1          926
 On disposals         -                       -                 (17)       (17)
                      -----                   -----             -----      -----
 As at 30 June 2022   3,788                   5,785             243        9,816
 Charge for the year  238                     712               -          950
                      -----                   -----             -----      -----
 As at 30 June 2023   4,026                   6,497             243        10,766
                      -----                   -----             -----      -----

 Net Book Value
 As at 30 June 2023   574                     8,156             1          8,731
                      -----                   -----             -----      -----
 As at 30 June 2022   812                     8,352             1          9,165
                      -----                   -----             -----      -----

 

 

When assessing the carrying value of the Group's assets the key assumptions on
which the valuation is based are that:

 

·     Industry acceptance will result in continued growth of the business
above long-term industry growth rates Management considers this to be
appropriate for a new technology gaining industry acceptance,

·     Prices will rise with inflation,

·     Costs, in particular direct costs and staff costs are based on past
experiences, and management's knowledge of the industry,

 

These assumptions were determined from the directors' knowledge and
experience.

 

The value in use calculation is based on cash flow forecasts derived from the
most recent financial model information available. Although the Group's
technology is proven and has proven commercial value the exploitation of
opportunities beyond the rental wellhead exploration equipment services market
are at a relatively early stage and the commercialisation process is expected
to be a long term one.  Based on the level secured income for the next
financial year, management expect this will lead to a wider uptake and
acceptance of the of the technology. The cash flow forecasts therefore extend
to 2043 to ensure the full benefit of all current projects is realised. The
rationale for using a timescale up to 2043 with growth projections which
increase in the first five years and decline thereafter, is that as time
progresses, Plexus expects to gain an increasing foothold in the surface,
subsea and other equipment markets, including the recent re-entry into the
Jack-up exploration rental wellhead sector. As the Group is starting from a
base point of trading the growth rates are expected to be high in the initial
years (varying from 50% to 400% depending on the model employed) then in later
years where the technology becomes established the expected rate of growth
declines (varying from 5% to 10 depending on the model employed).

 

The key assumptions used in these calculations include discount rate (10.87%),
revenue projections, growth rates, expected gross margins and the lifespan of
the Group's technology.

 

Management estimates the discount rates using pre-tax rates that reflect
current market assessments of the time value of money and risks specific to
the Group and the markets in which it operates. Revenue projections, growth
rates, margins and technology lifespans are all estimated based on the latest
business models and the most recent discussions with customers, suppliers and
other business partners.

 

Management regularly assesses the sensitivity of the key assumptions,
including a sensitivity analysis, and the probability that any of them would
change to the degree that the carrying value would exceed the recoverable
amount. It would require significant adjustments to key assumptions before the
goodwill and other intangibles would be impaired.

 

Patent and other development costs are internally generated Note 1h provides
additional information on intangible assets.

 

6.  Property plant and equipment

 

 

                                                   Tenant                     Assets under construction  Motor vehicles

                                       Buildings   Improvements   Equipment   £000                       £000            Total

                                       £000        £000           £000                                                   £000
 Cost
 As at 30 June 2021                    3,740       714            5,561       -                          17              10,032
 Additions                             -           130            69          54                         -               253
 Transfers                             -           -              54          (54)                       -               -
 Reclassified to assets held for sale  (3,055)     -              (3)         -                          -               (3,058)
 Disposals                             -           -              (321)       -                          -               (321)
                                       -----       -----          -----       -----                      -----           -----
 As at 30 June 2022                    685         844            5,360       -                          17              6,906
 Additions                             -           15             123         752                        -               890
 Transfers                             -           -              367         (367)                      -               -
                                       -----       -----          -----       -----                      -----           -----
 As at 30 June 2023                    685         859            5,850       385                        17              7,796
                                       -----       -----          -----       -----                      -----           -----
 Depreciation
 As at 30 June 2021                    1,643       566            4,851       -                          11              7,071
 Charge for the year                   153         40             252         -                          4               449
 Reclassified to assets held for sale  (1,111)     -              (3)         -                          -               (1,114)
 On disposals                          -           -              (321)       -                          -               (321)
                                       -----       -----          -----       -----                      -----           -----
 As at 30 June 2022                    685         606            4,779       -                          15              6,085
 Charge for the year                   -           74             231         -                          2               307
                                       -----       -----          -----       -----                      -----           -----
 As at 30 June 2023                    685         680            5,010       -                          17              6,392
                                       -----       -----          -----       -----                      -----           -----

 Net book value
 As at 30 June 2023                    -           179            840         385                        -               1,404
                                       -----       -----          -----       -----                      -----           -----
 As at 30 June 2022                    -           238            581         -                          2               821
                                       -----       -----          -----       -----                      -----           -----

 

The value in use of property, plant and equipment is not materially different
from the carrying value.

 

7.  Asset held for sale

                                            2023    2022
                                            £'000   £'000
 Cost                                       -       3,058
 Accumulated depreciation                   -       (1,114)
                                            -----   -----
 Reclassified from investment in associate  905     -
 Net book value                             -       1,944
 Preparation costs                          -       172
 Cost of sale                               -       9
                                            -----   -----
 Fair value adjustment                      -       (1,025)
                                            -----   -----
  Fair value                                905     1,100
                                            -----   -----

 

 

During the year the Directors were committed to a plan to sell the Group's
investment in associate (note 13), this along with the other recognition
criteria included within "IFRS 5, Non-current assets held for sale and
discontinued operations" including the asset being available for immediate
sale in its present condition and the sale is considered to be highly probable
meant the asset has been presented as an asset held for sale.

 

The asset held for sale in the prior year relates to a property that was sold
on 28 February 2023 for a consideration of £1.05m. The Group had agreed a
sale in principle in the prior year. The building was previously marketed for
sale. In line with IFRS5 the asset was held for sale at the lower of its
carrying value and fair value. A further fair value adjustment of £50k to
reduce the carrying value of the asset to its fair value has been recognised
in the current financial year.

 

 

8.  Investment in associate

                                                £'000
 Investment in associate at 30 June 2021        721
 Share of profit for the period                 111
 Impairment of investment                       (109)
                                                -----
 Investment in associate at 30 June 2022        723
                                                -----
 Share of profit for the period                 182
 Reclassified to asset held for sale (note 15)  (905)
                                                -----
 Investment in associate at 30 June 2023        -
                                                -----

 

On 14 December 2018 Plexus Ocean Systems Limited acquired a 49% interest in
Kincardine Manufacturing Services Limited ("KMS") for a consideration of
£735k plus associated legal fees. KMS are a precision engineering company
which serves the oil and gas industry. This is viewed as a long-term strategic
investment by Plexus.  KMS are based at Sky House, Spurryhillock Industrial
Estate, Stonehaven, Aberdeenshire AB39 2NH.

 

Following the investment Graham Stevens PLC Finance Director was appointed to
the board of KMS. The company remains under the control and influence of the
51% majority shareholders.

 

On 30 June 2023, an impairment review has been undertaken. The investment has
been valued using a profit after tax earnings model. This highlighted no
impairment charge was required.

 

 

9.  Financial Assets

                                           2023    2022
                                           £'000   £'000
 Financial instruments held at fair value  -       101
                                           -----   -----
                                           -       101
                                           -----   -----

 

The financial asset related to cash invested in an investment portfolio, made
up of high-yield bonds held at fair value in the statement of financial
position. The portfolio was fully divested in the year. Included in the
statement of comprehensive income is a write-down in the carrying value of the
financial asset of £1k (2022: £513k).

 

10.            Share Capital

                                                                     2023    2022

                                                                             9
                                                                     £'000   £'000
 Authorised:
 Equity: 110,000,000 (2022: 110,000,000) Ordinary shares of 1p each  1,100   1,100
                                                                     -----   -----
 Allotted, called up and fully paid:
 Equity: 105,386,239 (2022: 105,386,239) Ordinary shares of 1p each  1,054   1,054
                                                                     -----   -----

 

 

11.            Shares held in treasury

                    2023    2022
                    £'000   £'000

 Buyback of shares  2,500   2,500
                    -----   -----

 

On 1 February 2019 Plexus Holdings PLC completed the acquisition of 4,950,495
Ordinary Shares beneficially held by LLC Gusar. Following the above
transaction, the Company's issued share capital comprises 105,386,239 Ordinary
Shares, of which 4,950,495 Ordinary Shares are held in treasury. The Company
now has a total of 100,435,744 Ordinary Shares in issue with voting rights.
This figure, 100,435,744, should be used by shareholders as the denominator
when determining whether they are required to notify their interest in, or a
change to their interest in the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules. Post year end Plexus
sold 2,750,000 of the treasury shares.

 

 

12.            Reconciliation of net cash flow to movement in net
cash/debt

 

                                               2023     2022

                                               £'000    £'000
 Movement in cash and cash equivalents         (4,391)  665
 Repayment / (drawdown) of Lombard facility    3,958    (1,914)
                                               -----    -----
 (Decrease) in net cash in year                (433)    (1,249)
 Net cash at start of year                     1,882    3,131
                                               -----    -----
 Net cash at end of year                       1,449    1,882
                                               -----    -----

 

 

 

13.            Analysis of net cash/(debt)

 2023:                     At beginning of year  Cashflow  At end of year
                           £'000                 £'000     £'000
 Cash in hand and at bank  5,840                 (4,391)   1,449
 Bank Lombard facility     (3,958)               3,958     -
 Lease Liability           (1,085)               324       (761)
                           -----                 -----     -----
 Total                     797                   (109)     688
                           -----                 -----     -----

 

 

 2022:                     At beginning of year  Cashflow  At end of year
                           £'000                 £'000     £'000
 Cash in hand and at bank  5,175                 665       5,840
 Bank Lombard facility     (2,044)               (1,914)   (3,958)
 Lease Liability           (1,401)               316       (1,085)
                           -----                 -----     -----
 Total                     1,730                 (933)     797
                           -----                 -----     -----

 

 

14.            Convertible loans

 

 

                           2023    2022
                           £'000   £'000
 Convertible loans issued  1,550   -
 Redemption premium        152     -
                           -----   -----
                           1,702   -
                           -----   -----

 

In October 2022 Plexus raised £1,550,000 through the issue of 1,550,000
convertible loan notes. The loan notes are non-interest bearing and have a
maturity date being 24 months after issue.

 

The loan notes can be settled in cash, with an additional 20% redemption
interest on the principal amount or converted into new shares where the
principal amount will be settled at a 20% discount to the share price paid by
investors in a qualifying financing even. The 20% discount noted about equates
to a 25% premium on the principal amount. Therefore, a redemption premium of
£387,500 will be recognised over the two-year term. At the reporting date
finance costs include £152k in relation to the accrued redemption premium.

 

The financial information above does not constitute the company's statutory
accounts for the year ended 30 June 2023 but is derived from those statements.

 

The statutory financial statements and this preliminary statement for the year
ended 30 June 2023 were approved by the Board on 28 November 2023.  On the
same date the company's auditors, Crowe U.K. L.L.P issued an unqualified
report on those financial statements.  The audit report includes a material
uncertainty related to going concern.  Attention is drawn to note 1(b) in the
financial statements, which indicates that the Group and Parent Company will
require further funding to continue its operations and meet its obligations.
As stated in note 1(b), these events or conditions, along with the other
matters as set forth in note 1(b), indicate that a material uncertainty exists
that may cast significant doubt on the Group's and company's ability to
continue as a going concern. The auditors' opinion is not modified in respect
of this matter.

 

The financial information for the year ended 30 June 2023 is derived from the
statutory accounts for that year which have been delivered to the Registrar of
Companies.  The auditors reported on those accounts; their report was
unqualified and did not draw attention to any matters be way of emphasis and
not contain a statement under s498(2) or (3) of the Companies Act 2006 or
equivalent preceding legislation.  The Company's financial statements have
been prepared in accordance with International Financial Reporting Standards,
as adopted by the EU.  A copy of the statutory accounts will be delivered to
the Registrar of Companies in due course.

 

The Annual Report will be circulated to all shareholders and thereafter,
copies will be available from the registered office of the company, Highdown
House, Yeoman Way, Worthing, West Sussex, BN99 3HH.

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