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REG - Zenova Group PLC - Interim Results For The 6mths Ended 31 May 2022

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RNS Number : 7653X  Zenova Group PLC  31 August 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 ("MAR") WHICH IS PART OF
ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN

31 August 2022

Zenova Group PLC

("Zenova", the "Company" or the "Group")

 

Interim results for the six months ended 31 May 2022

 

Zenova Group PLC (AIM: ZED), a provider of innovative fire safety and heat
management technology and products, today announces its interim results for
the six months ended 31 May 2022.

 

Significant progress has been made in the period:

·      Financial highlights for the period

o  Revenue generation has commenced from previously announced international
sales contracts.

o  Sales for the six months to 31 May 2022 of £75k (2021 - £6k).

o  Operating loss for the period of £1,038k (2021 - £271k) driven by
spending on product development, testing, and marketing.

o  Cash balance at 31 May 2022 of £1.7 million.

·      Key contracts signed

o  United States of America - distribution agreement signed with Omnis Panels
LLC to distribute Zenova products throughout the construction sector.

o  UK -  Beyond Surface Solutions appointed as a stockist and reseller of
Zenova products.

·      Key new clients

o  NHS Epsom and St Helier University Hospitals Trust to use Zenova products
throughout the Trust`s estate.

o  UK TV and film industry: Bells and Two Tones Fire and Rescue Limited, the
leading fire safety provider for the film industry, has assessed, approved,
and placed its first order of Zenova fire safety products.

·      Manufacturing

o  Scalable manufacturing is in place in three separate jurisdictions
(Europe, UK and Canada) to help ensure the supply of all Zenova products to
satisfy the expected growth in demand across multiple geographies while
minimizing shipping costs.

Post period end highlights

·      Significant contracts signed, orders placed, and/or products
specified

o  £1.2m contract signed in June for a minimum delivery of Zenova products
within 12 months with Ethmaar Investment Company, Saudi Arabia.

o  Zenova IR specified with KC Cabins Solutions Ltd to provide enhanced
insulation for 250 of their new modular eco-home range of buildings for an
initial quantity of 50,000 litres.

o  SIG Plc has now placed orders for Zenova FP, IP, IR and Primer products.
 SIG Plc is an experienced specialist within the construction sector and one
of the largest in the UK and with a significant presence in Europe.

o  Pinewood studios has now been supplied with FP and WB products, thus
providing solutions to greatly improve their fire safety.

·      Investor updates

o  Lock-In agreements entered into by Directors and founders confirming
non-disposal of their shares have been extended until July 2023.

o  Extension to 21(st) October 2022 of Amati Global Investors Limited`s right
to subscribe to 6,578,947 additional ordinary shares in the Company at 19
pence per share with total value of £1,250,000.

 

Tony Crawley, Chief Executive of Zenova Group PLC commented: "Zenova has made
strategic progress over the last six months which lays the foundations for
significant  growth going forward.  The Group is well funded with rigorous
cost controls in place to manage the expansion of the business. We look
forward to announcing further positive news  in the near future."

 

 

 

Chairman's Statement

 

Zenova has made encouraging progress in this interim period  in what has been
a challenging trading environment for business generally.  Strategic
developments over the last six months have laid the foundation for a positive
future. The company remains in good financial health, implementing a program
of rigorous control of costs, as we grow the business in a managed and
sustained manner.

Since our last report, the focus has been on product development, testing and
certification to meet the most recent fire safety regulations implemented in
the UK, which are amongst most stringent in the world today.  Significant
investment is being made in accessing global markets. We believe our products
are best in class. As such a key focus at this time is one of communication as
we pursue market penetration.  We have engaged in a number of activities to
develop brand recognition which we believe will help boost future growth
potential.

Despite a global pandemic and the war in the Ukraine, resulting in global
supply chain disruption, energy cost inflation and shipping delay issues
affecting Zenova in common with many sectors, the company is gaining strength.
 Progress is positive across its product range, including those still in
development. Our outsourced manufacturing capabilities are primed and ready to
ramp up levels of production to support future growth of the business.

A number of sub distribution partners have now been appointed with further
partners identified both in the UK and overseas and we have chosen several new
specialised partners in key sectors.

Zenova has secured new contracts in a number of targeted markets, domestically
and internationally, with products being specified. This is encouraging
progress. Successful trials and pilots have allowed the company to penetrate
many key sectors. th the recent global energy crisis Zenova IP and IR
products are now even more relevant in supporting businesses and homes in
conserving energy and reducing their carbon footprint.

As revenue streams grow, we will continue to implement strict cost management
policies to ensure that the Company remains in a healthy working capital
position.

I would like to thank all our employees and partners for their hard work over
the last six months. They have embraced our vision to establish Zenova as a
trusted supplier of effective and commercially viable products that provide
innovative fire safety and heat management solutions. We are most grateful for
their support and dedication and look forward to announcing further progress
in the near future.

 

 

Don Nicolson

Non-executive Chairman

 

 

Operating Update

 

Target Segments

The key sectors currently being targeted by the Company's sales and marketing
team are as follows:

·      Social Housing Government - grant led

·      Local Authorities

·      Military

·      Transport

·      Construction

·      Marine

·      Film & TV

·      Fire services

·      Modular Homes

Key Contracts & Clients

The company has secured a number of cornerstone agreements within key sectors
which are expected to develop into longer term sales from these partnerships

·    Beyond Surface Solutions Ltd is a specialist within the Marine and
Automobile sectors with stock now purchased of FP,IP,IR and Primer and in
place. A number of key trials are now underway with the motor industry for
both FP and IP products to assist with fire protection and insulation
respectively. Beyond Surface Solutions has now placed their first order and
the company anticipates increasing continuous sales into the future.

·    Saudi Arabia sub distributor Ethmaar Investment Company has been
appointed as a sub-distributor of products FP, IP, IR and Primer. Once the
company has completed final Government checks  an expected first order will
be placed in Q4 2022

·    Omnis is now a Sub distributor within the construction sector in the
USA for products FP, IP, IR and Primer. Omnis has begun the task of building
brand awareness in the USA with a number of trade show events completed with
some significant interest.

·    SIG Plc has purchased and stocked Zenova FP, Zenova IP, Zenova IR and
Primer products, which are now available to their large customer base.

·    It is expected that the Zenova IR specification for KC Cabins will
contribute to a significant near term cash inflow for the Group.

·    Zenova products used successfully on Pinewood Studios special effects
live burn sets for big budget productions, saving time and money for the
production with added environmental benefits and additional safety on the film
sets and barrier protection between studio buildings.

Product Validation

·    NHS Epsom and St Helier University Hospitals Trust is testing Zenova
IP and Zenova IR products on hospital sites with 'side-by-side' comparison
analysis to be independently verified.

·    During the interim period Dorset & Wiltshire Fire & Rescue
Service has successfully concluded tests of Zenova FP in 'real-world' kitchen
fire demonstrations.

·    Intertek has recently conducted testing that confirms sizeable heat
build-up reduction on steel surfaces using Zenova IP and Zenova IR.

·    Zenova products have recently undergone fire investigation
demonstrations for experts from the insurance sector, fire & rescue
services and police services by Gardiner Associates Training and Research.

Manufacturing

Scalable manufacturing partners put in place to help ensure the supply of all
Zenova products can satisfy the expected growth in demand for products across
multiple geographies.

Products

During the period the Company completed the testing on Zenova WB, a wildfire
barrier fluid (applied via spray wands or aerial drops), which provides a
virtual barrier where fire simply will not burn. Repeated tests on a variety
of dry wildfire fuels (grasses, hays, brush) demonstrates the substantial fire
resistance Zenova WB provides, while remaining viable after application for
30+ days in dry conditions.

By creating an effective fire stop, ZENOVA WB provides essential property and
personal protection for dwellings, buildings, people or wildlife that find
themselves in harm's way when these devastating fires occur.

Zenova fire extinguishers which utilise its unique fluid which is capable of
extinguishing all types of fires and is much more effective than existing fire
extinguishing methods, such as water, powder or foam have been subject to
extensive tests. This product, once fully certificated to the latest standard
of EN3 certification, will come to market before the end of 2022.

Further testing is ongoing for products to ensure we continue to satisfy
various sector regulations and legislation.

Investor Updates

Amati Global Investors Limited has extended its right to subscribe to
6,578,947 additional ordinary shares in the Company at 19 pence per share with
total value of £1,250,000 substantially adding to its stake.

 

Lock-In agreements entered into by Directors and founders confirming
non-disposal of their shares have been extended until July 2023.

The company has made good progress launching to market a number of products
within a very difficult global year for many. With many new building
regulations and Brexit changes to products legislation which  Zenova has kept
abreast of and moved quickly to adopt the necessary legislation requirements,
allowing us now to expand into a specification market. We believe with current
fire regulation changes and the energy crisis Zenova products are now
positioned to capitalize on the market's needs for the future.

 

Tony Crawley

CEO

 

 

Note

This announcement contains inside information of the purposes of Regulation 11
of the Market Abuse (amendment) (EU exit) Regulations 2019/310. The Directors
of the Company are responsible for the release of this announcement.

 

 

For further information please contact:

 Zenova Group PLC
 Tony Crawley, Chief Executive Officer  Via Orana Corporate LLP:

Anthony Eastman
 Don Nicolson, Non-Executive Chairman
Tel: +44 20 3475 6834

 SPARK Advisory Partners Limited (Nominated Adviser)
 Matt Davis / Adam Dawes                Tel: +44 20 3368 3550

 SI Capital Limited (Broker)
 Nick Emerson                           Tel: +44 1483 413 500

Notes to Editors

 

The Group, through Zenova Ltd, is the holder of intellectual property that
underpins a suite of fire safety and temperature management products and
technology. The product range is applicable to industrial, commercial, and
residential markets. The Group's products include fire retardant paints,
insulating paints and render, fire extinguishing fluid and applications.
Through innovative development, and a refined formulation and development
process, Zenova provides industry leading solutions across a range of fire
protection and temperature management problems, comprising:

 

Zenova FP

A water-based fire-resistant paint that prevents ignition and spread of fire.
It can be used in commercial, industrial and domestic applications on a
variety of materials, from wood to metal.

 

Zenova FX

Patent pending fire extinguisher filled with proprietary Zenova Fluid (Zenova
FXB) that extinguishes all types of fires, reduces chances of re-ignition,
works in cold (-15 ̊C) conditions, is non-toxic and does not produce harmful
by-products.

 

Zenova IP

Thermal insulating paint that creates a thermal barrier, provides thermal
reflection of sunrays & infrared radiation, anti-condensation and
anti-mould properties. It can be applied to virtually any exterior or interior
material, regardless of the surface.

 

Zenova IR

Thermal insulating render to enhance the effectiveness of insulation by
creating a thermo shield. It fills all cavities and gaps regardless of
geometric shape and creates a vacuum - the most effective insulator.

 

Zenova WB,

A wildfire barrier fluid (applied via spray wands or aerial drops), which
provides a virtual barrier where fire simply will not burn. Repeated tests on
a variety of extremely dry wildfire fuels (grasses, hays, brush) demonstrates
the incredible fire resistance Zenova WB provides, while remaining viable
after application for 30+ days in dry conditions.

 

Zenova CS

Patent pending next generation ceiling sprinkler filled with proprietary
Zenova Fluid (Zenova FXB) that removes the need to install large fluid tanks,
piping, complicated equipment and software. This sprinkler could be installed
in the kitchen.

 

The Group has achieved this without compromising the sustainability of natural
and economical resources, including personal health and safety, with
ecologically sound products.

 

 

Unaudited Consolidated Statement of Comprehensive Income

                             Note    Six months ended 31 May 2022      Six months ended 31 May 2021          For the year ended 30 November 2021

                                     Unaudited                         Unaudited                             Audited
                                     £'000                             £'000                                 £'000
 Continuing operations
 Revenue                             75                                  -                                   6

 Cost of sales                       (38)                              -                                     -

 Gross profit                        37                                -                                     6

 Administrative expenses             (1,075)                           (217)                                 (1,147)

 Operating loss                      (1,038)                           (217)                                 (1,141)

 Other comprehensive income          -                                 -                                     -

 Loss before taxation                (1,038)                           (217)                                 (1,141)

 Taxation                            -                                 -                                     (15)

 Loss after taxation                 (1,038)                           (217)                                 (1,156)

 Basic loss per share        4       (1.11p)                           (7.20p)                               (2.72p)
 Diluted loss per share      4       (1.11p)                           (7.20p)                               (2.72p)

 

 

Consolidated Statement of Financial Position

 

 Company Number: 13403221                       Note    As at 31 May 2022      As at 31 May 2021          As at 30 November 2021

                                                        Unaudited              Unaudited                  Audited
                                                        £'000                  £'000                      £'000
 ASSETS
 NON-CURRENT ASSETS
 Goodwill                                       5       2,346                  -                          2,346
 Property, plant & equipment                    6       13                     3                          8
 Right of use asset                                     133                    -                          149
 Deferred tax                                           -                      15                         -
 TOTAL NON-CURRENT ASSETS                               2,492                  18                         2,503
 CURRENT ASSETS
 Inventory                                              39                     -                          -
 Trade and other receivables                            289                    5                          173
 Cash and cash equivalents                              1,700                  207                        2,936
 TOTAL CURRENT ASSETS                                   2,028                  212                        3,109
 TOTAL ASSETS                                           4,520                  230                        5,612
 LIABILITIES
 NON-CURRENT LIABILITIES
 Payables: Amounts falling due after one year   7       45                     50                         50
 Lease Liability                                        134                    -                          148
 TOTAL NON-CURRENT LIABILITIES                          179                    50                         198
 CURRENT LIABILTIES
 Borrowings                                     7       -                      380                        -
 Payables: Amounts falling due within one year          100                                               135

                                                                               97
                                                        100                    477                        135
 TOTAL LIABILITIES                                      279                    527                        333
 NET ASSETS                                             4,241                  (297)                      5,279
 EQUITY
 Share capital                                  8       94                     50                         94
 Share premium                                  8       6,310                  -                          6,310
 Other reserves                                         (68)                   (68)                       (68)
 Share based payment reserve                            161                    -                          161
 Retained earnings                                      (2,256)                (279)                      (1,218)
 TOTAL EQUITY                                           4,241                  (297)                      5,279

 

 

Consolidated Statement of Cash Flows

                                                             Six months ended 31 May 2022      Six months ended 31 May 2021          Year ended 30 November 2021

                                                             Unaudited                         Unaudited                             Audited
                                                             £'000                             £'000                                 £'000
 CASH FLOWS USED IN OPERATING ACTIVITIES
 Loss for the period                                         (1,038)                           (217)                                 (1,156)
 Adjustments to cash flows from non-cash items
 Income tax expense                                          -                                 -                                     15
 Acquisition of Zenova Limited                               -                                 50                                    -
 Consolidation of Zenova Limited                             -                                 (68)                                  -
 Share based payment charge                                  -                                 -                                     161
 Adjustments for changes in working capital
 Inventory                                                   (39)                              -                                     -
 Trade and other receivables                                 (116)                             (2)                                   (171)
 Rights of use asset                                         16                                -                                     (149)
 Trade and other payables                                    (35)                              68                                    106
 Lease Liability                                             (14)                              -                                     148

 NET CASH FLOW USED IN OPERATING ACTIVITIES                  (1,226)                           (170)                                 (1,045)

 CASH FLOW USED IN INVESTING ACTIVITIES
 Expenditure on property plant and equipment                 (5)                               (3)                                   (8)
 NET CASH FLOW USED IN INVESTING ACTIVITIES                  (5)                               (3)                                   (8)

 CASH FLOW FROM FINANCING ACTIVITIES
 Issue of share capital net of costs                         -                                 -                                     3,609
 Bank loan                                                   (5)                               -                                     -
 Issue of convertible loan note                              -                                 180                                   180
 NET CASH FLOW FROM FINANCING ACTIVITIES                     (5)                               180                                   3,789

 NET INCREASE IN CASH AND CASH EQUIVALENTS                   (1,236)                           7                                     2,735

 CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD        2,936                             201                                   201
 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD          1,700                             207                                   2,936

 

 

 

Consolidated Statement of Changes in Equity

                                                          Share Capital  Share Premium  Share based payment reserve  Other Reserve  Accumulated losses  Total equity

                                                          £'000          £'000          £'000                        £'000          £'000               £'000

 Balance at 30 November 2020                                 -           -              -                            -              (62)                (62)
 Loss and total comprehensive loss for the period         -              -              -                            -              (217)               (217)

 Transactions with owners
 Share capital issued                                     50             -              -                            -              -                   50
 Merger reserve arising on acquisition of Zenova Limited  -              -              -                            (68)           -                   (68)
 Balance at 31 May 2021                                   50             -              -                            (68)           (279)               (297)
                                                          -              -              -                            -              (939)               (939)

 Loss and total comprehensive loss for the period
 Transactions with owners
 Share options charge                                     -              -              161                          -              -                   161
 Share capital issued                                     44             6,310          -                            -              -                   6,403
 Balance at 30 November 2021                              94             6,310          161                          (68)           (1,218)             5,279
                                                          -              -              -                            -              (1,038)             (1,038)

 Loss and total comprehensive loss for the period
 Balance at 31 May 2022                                   94             6,310          161                          (68)           (2,256)             4,241

 

Notes to consolidated and parent company financial statements for 6 months to
31 May 22

 

1.    General Information

The principal activity of Zenova Group plc and its subsidiary and associate
companies (collectively "Zenova Group" or "Group") is development, manufacture
and sale of fire-retardant systems.

Zenova Group plc is the Group's ultimate Parent Company ("the parent
company").  It is incorporated in England and Wales and domiciled in England.
 The address of its registered office is 172 Arlington Road London NW1 7HL.
 Zenova Group plc shares are admitted to trading on the London Stock
Exchange's AIM market.

2.    Basis of Preparation

The results for the six-month period ending 31 May 2022 are unaudited
and have been prepared in accordance with International Accounting Standards
(IFRS) as adopted for use in the United Kingdom (UK IFRS). The interim
consolidated financial information set out in this report does not constitute
statutory accounts as defined by S434 of the Companies Act 2006, and should be
read in conjunction with the annual financial statements for the year ended 30
November 2021.

The results for the year ended 30 November 2021 have been extracted from the
statutory financial statements for the year ended 30 November 2021. Statutory
accounts for Zenova Group Plc for the year ended 30 November 2021 were
approved by the Board on 20 April 2022 and have been filed with the Registrar
of Companies. The report of the auditors on those accounts was unqualified and
did not contain a statement under Section 498 (2) or (3) of the Companies Act
2006.

The accounting policies applied in these results are consistent with those
applied in the Group`s Annual Report for the year ending 30 November 2021 and
those expected to be applicable to the financial statements for the year
ending 30 November 2022.

The interim financial information for the six-month period from 1 December
2021 to 31 May 2022 was approved by the Board on 31 August 2022.

3.    Going Concern

The Group assesses at each reporting date whether it is a going concern for
the foreseeable future. In making this assessment management considers:

(a) the current working capital position and operational requirements;

(b) the timing of expected sales receipts and completion of existing orders;

(c) the sensitivities of forecast sales figures over the next 18 months;

(d) the timing and magnitude of planned expenditure; and

(e) the level of indebtedness of the company and timing of when such
liabilities may fall due, and accordingly the working capital position over
the next 18 months.

Management considers in detail the going concern assessment, including the
underlying assumptions, risks and mitigating actions to support the
assessment. The assessment is subject to estimation uncertainty and there is
judgement in determining underlying assumptions

There are several scenarios which management have considered that could impact
the financial performance of the Group. These include:

(a) Disruption of the supply chain, and any delays in the supply of raw
material that may impact the ability of the Group to produce its products.

(b) Delays in testing and certification required for geographical and sector
specific expansion.

(c) Failure of the sales contracts to be realised, and expected sales growth
to fall below expectations.

(d) Changes in legislation that may increase lead times in production or
testing.

(e) Intellectual property on which the company may be reliant to keep its
competitive advantage could be challenged.

As at 31 May 2022 the Group had £1.70 million in cash.

If the cash receipts from sales are lower than anticipated the Group has
identified that it has available to it a number of contingent actions, that it
can take to mitigate the impact of potential downside scenarios. These include
seeking additional financing, leveraging existing sale agreements, reviewing
planned expenditure and reducing overheads.

In conclusion having regard to the existing and future working capital
position and projected sales the Directors are of the opinion that the
application of the going concern basis is appropriate.

4.    Earnings per share
                                                                                  Six months ended 31 May 2022      Six months ended 31 May 2021          Year ended 30 November 2021
                                                                                  £'000                             £'000                                 £'000

 Loss for the period used for the calculation of basic EPS                        1,038                             217                                   1,156

 Number of shares
 Weighted average number of ordinary shares for the purpose of basic EPS          93,384,051                        3,013,792                             42,408,348
 Effect of potentially dilutive ordinary shares                                   -                                 -                                     -
 Weighted average number of ordinary shares for the purposed of diluted EPS       93,384,051                        3,013,792                             42,408,348

 Loss per share
 Basic                                                                            (1.11p)                           (7.20p)                               (2.72p)
 Diluted                                                                          (1.11p)                           (7.20p)                               (2.72p)

 

Basic earnings per share is calculated by dividing the loss attributable to
owners of the Group by the weighted average number or ordinary shares in issue
during the year.

5.    Acquisition of Zenova Distribution Limited

On 22 July 2021, the Company acquired Zenova Distribution limited (Company
number 12884314), whose registered office is at 160 Camden High Street, London
NW1 0NE, its sole distributor, for a total consideration of approximately
£2.4 million satisfied by the issue of Ordinary Shares.

The acquisition has been accounted for under IFRS 3 'Business Combinations'
using the acquisition method.

 

                                                                                             Provisional fair value

                                                                                             £'000

 Fair value of consideration issued                                                          2,346
                                                                                             2,346

 The assets and liabilities recognised as a result of the acquisition are as                 Provisional fair value
 follows:

                                                                                             £'000

 Goodwill                                                                                    2,346
 Net assets acquired                                                                         2,346

Fair value of the consideration issued was calculated by reference to the
market value of the shares issued as consideration on the date of acquisition.

Goodwill relates to the sales contracts negotiated and in negotiation by
Zenova Distribution Limited at the date of acquisition, as well as the
additional margin that would be retained by the Group, as a result of
consolidating the distribution business within the group

As permitted by IFRS 3 Business Combinations, the business combination is
accounted for using provisional amounts. Any adjustments to the provisional
amounts will be made within the measurement period to reflect new information
obtained about fact and circumstances that were in existence at the
acquisition date. The measurement period cannot exceed one year from the
acquisition date.

6.    Property Plant and Equipment
                             Office Equipment  Total Property, Plant and Equipment

                             £`000             £`000
 Cost
 As at 30 November 2020      -                 -
 Additions                   3                 3
 As at 31 May 2021           3                 3
 Additions                   6                 6
 As at 30 November 2021      9                 9
 Additions                   6                 6
 As at 31 May 2022           15                15

 Depreciation

 As at 30 November 2020      -                 -
 Charge for the period       -                 -
 As at 31 May 2021           -                 -
 Charge for the period       1                 1
 As at 30 November 2021      1                 1
 Charge for the period       1                 1
 As at 31 May 2022           2                 2

 Net book value

 As at 31 May 2021           3                 3
 As at 30 November 2021      8                 8
 As at 31 May 2022           13                13

7.    Borrowings
                               Six months ended 31 May 2022      Six months ended 31 May 2021          Year ended 30 November 2021
                               £'000                             £'000                                 £'000
 Current liabilities
 Convertible loan notes        -                                 380                                   -
                               -                                 380                                   -

 Non-Current liabilities
 Bank loan                     45                                50                                    50
                               45                                50                                    50

 

Between 01 May 2020 and 30 April 2021 and the Group issued £380,000 of
unsecured convertible loan notes.

On the 22 July 2021 Convertible loan notes with a face value of £380,000 were
converted to 2,999,850 shares of the Company at a 33.33% discount to the
placing price of 12.73p.

8.    Share capital
                         31 May 2022 Number  30 November 2021 Number  Share capital 31 May 2022  Share capital 30 November 2021  Share premium 31 May 2022  Share premium 30 November 2021

                                                                                                                                                            £'000

                                                                                                 £'000                           £'000

                                                                      £'000

 Issued called up and fully paid ordinary shares of £0.01 each
 At start of the period  93,384,053          -                        94                         -                               6,310                      -
 Issued in the year      -                   93,384,053               -                          94                              -                          6,310
 At end of the period    93,384,053          93,384,053               94                         94                              6,310                      6,310

On 20 May 2021, the Company issued in aggregate 49,999,998 Ordinary Shares to
the shareholders in Zenova Ltd in connection with the Share Exchange.

On 30 June 2021, the Company issued in aggregate 4,350,000 Ordinary Shares to
Rockmasters Limited in consideration for services rendered by Christopher
Gilbert to the Group prior to Admission.

On the 22 July 2021 the Company issued 12,350,000 shares at an issue price of
19p per share for the purchase of Zenova Distribution Limited.

On the 22 July 2021 the Company issued 23,684,203 shares as part of its
initial public offering at an issue price of 19p per share.

On the 22 July 2021 Convertible loan notes with a face value of £380,000 were
converted to 2,999,850 shares of the Company at a 33.33% discount to the
placing price.

In connection with the placing on the 22 July 2021, the company recognised
£915k of costs against share premium.

9.    Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.

 

 

 

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
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