TIDMLIB
RNS Number : 7584J
Libertine Holdings PLC
15 December 2022
15 December 2022
Libertine Holdings PLC
("Libertine" the "Company" or the "Group")
Half year results for the six months ended 30 September 2022
Libertine Holdings PLC (LSE AIM: LIB), a developer of clean,
highly efficient, and fuel-flexible Linear Generator products,
today announces its half year results for the six months ended 30
September 2022 following Admission to AIM in December 2021.
Highlights
-- Delivered GBP0.6m (H1 FY2021/22: GBP0.1m) of commercial revenues in the period.
-- In December 2022, following initial test results in line with
performance expectations, Libertine has despatched a number of
systems to customer and strategic partner sites for system
integration and performance validation testing from Q1 2023.
-- Libertine's LGN120-P1 performance validation prototype linear
generator for heavy duty powertrain applications is currently at
MAHLE Powertrain to demonstrate clean combustion of hydrogen and
fuel flexibility to use Compressed Natural Gas (CNG).
-- Agreement of the novation of its Master Consultancy Services
Agreement with the General Electric Company (NYSE: GE) to Hyliion
Holdings Corp. (NYSE: HYLN). Hyliion has engaged Libertine to
support the development of the electrical linear generator for the
KARNO generator, to be deployed in Hyliion's Hypertruck powertrain
platform.
-- Partnership with Italian engine developer OFFICINA MOTO
ITALIA to create downsized, power dense Linear Generator products
using renewable fuels.
-- Memorandum of Understanding (MOU) entered into with Ashok
Leyland to evaluate the use of Libertine's technology platform for
its commercial vehicle powertrains.
-- Investment in core technology development increased in-line
with IPO plans, and continued strengthening of our team including
the appointment of Peter Wright as an independent Non-Executive
Director and Dr. Mohammad Naji as full-time Business Development
Officer.
-- Award of London Stock Exchange's Green Economy Mark,
recognising our contribution to the transition to Net Zero and the
essential role of our technology in the decarbonisation of 'hard to
electrify' transport applications.
Outlook
Libertine has continued to deliver engineering services to
customers across Europe and the US, with increasing engagement with
prospective OEM clients and manufacturing partners in the UK, US,
Europe and India.
Libertine remains focused on securing long-term relationships
with Original Equipment Manufacturers (OEMs), manufacturing and
strategic development partners, and supporting OEM development
programmes via engineering services ahead of licensing our
technology for high volume manufacture.
Having completed the manufacture of performance validation
prototype hardware on two separate programmes, we look forward to
demonstrating the performance of linear generators in the test
cells of our customers and strategic partners.
Sam Cockerill, Chief Executive of Libertine, commented:
"We are pleased to have delivered continued technical progress
in the period with the completion of performance validation
prototypes on two separate programmes. We are excited about
demonstrating the performance benefits and bringing our technology
to market."
"Over the period, we have continued to deliver on our commercial
contracts, invest in our technology platform, strengthen our team
and enhance our relationships with OEMs and strategic partners. We
look forward to providing further updates on commercial and
technical progress over the coming months."
Half year results presentation
Sam Cockerill, Chief Executive Officer, and Gareth Hague, Chief
Financial Officer, will be hosting an Investor Meet Company
presentation at 2:00pm (UK time) on 15 December 2022. Please sign
up via the following link:
https://www.investormeetcompany.com/libertine-holdings-plc/register-investor
.
For more information, please visit www.libertine.co.uk or
contact:
Libertine Holdings PLC via Tavistock
Sam Cockerill, Chief Executive Officer
Gareth Hague, Chief Financial Officer
Panmure Gordon (NOMAD and Broker) +44 20 7886 2500
John Prior
Dougie McLeod
Hugh Rich (Corporate Broking)
Tavistock (Public Relations and Investor
Relations) +44 207 920 3150
Simon Hudson libertine @tavistock.co.uk
Rebecca Hislaire
Charles Baister
Notes to editors
Founded in 2009, Libertine has developed a technology platform
solution for powertrain Original Equipment Manufacturers ("OEMs"),
enabling efficient and clean power generation from renewable fuels.
Libertine was admitted to trading on the AIM market of the London
Stock Exchange in December 2021. Libertine's linear electrical
machines, controls and developer tools together form a technology
platform (intelliGEN(TM)) which the Company provides to customers
for the development of clean, highly efficient and fuel-flexible
Linear Generator products. The platform is a result of over a
decade of development of Linear Generator technology with multiple
successful client-led programmes.
The potential market for Linear Generator products goes well
beyond the distributed power generation applications where Linear
Generators are already in commercial use today, complementing
intermittent renewable power with clean, on-demand power
generation. Linear Generators also have the potential to complement
battery electrification in hybrid powertrains as range extenders,
addressing the practical and economic barriers to rapid adoption of
clean electric propulsion using battery electric powertrain
technology alone. Linear Generator products using Libertine's
technology could work alongside battery electrification in a wide
range of hybrid systems including:
-- Heavy-duty hybrid powertrains of trucks, buses, tractors, construction and mining equipment;
-- Medium and light-duty hybrid powertrains of commercial
vehicles operating over longer distances;
-- A proportion of the passenger automotive market where vehicle
use and recharging constraints are a barrier to battery
electrification; and
-- A wide range of off-grid, portable power and distributed power generation applications.
Libertine receives engineering fees by providing its linear
e-machine hardware, controls and developer tools into OEM client
product development programmes, and seeks to license its technology
for volume production. Working with OEMs from an early stage in the
development cycle ensures Libertine's technology is effectively
integrated into OEM products, maximising the performance and
economic benefits provided by Libertine's platform technology.
Libertine has developed a portfolio of over 30 granted patents in
addition to a significant body of technical know-how developed
since the company's formation in 2009. The Company's senior
management team and board includes executives with decades of deep
technical experience in the automotive and energy industries.
Chief Executive's Statement
I am pleased to report on our strategic progress and business
performance for the six months ended 30 September 2022. Since our
fundraising and listing on the London Stock Exchange's AIM market
in December 2021, we have continued to invest for growth and
support the adoption and use of Libertine's technology by our OEM
customers and strategic development partners.
We are pleased to have completed the manufacture of performance
validation prototypes on two separate programmes and look forward
to demonstrating the performance of linear generators in Q4 of
FY2022/23.
Our mission is to bring forward the widespread use of Linear
Generators in transport and distributed power applications.
Business Overview
Manufacturers of heavy-duty commercial vehicles have pledged to
go "fossil free" by 2040 through a combination of powertrain
technologies that include battery electrification, green hydrogen,
renewable biofuels and synthetic low carbon "e-fuels". Achieving
this will require the rapid deployment of fossil fuel-free capable
trucks by 2030; however, this can only happen if there is large
demand from transport operators based on the use case economics for
such trucks.
Battery electrification is not a universal solution to the
problem of decarbonising transport. A number of significant
economic barriers prevent trucks powered solely by battery electric
powertrain technology from achieving decarbonisation of the heavy
goods transport industry, including:
-- reduced payload, due to the size and weight of batteries
required;
-- unproductive miles and hours, to charge the batteries;
-- few charging points, creating uncertainty for truck operators
and the need for off-route miles; and
-- higher vehicle costs, predominantly due to the battery
costs.
Libertine has developed a Linear Generator technology platform
which has the potential to complement battery electrification
within hybrid powertrains, addressing a number of the significant
economic barriers set out above. Linear Generators are already in
commercial use in distributed power generation applications today,
displacing diesel generators due to their favourable operating
economics compared to conventional internal combustion engine
generators. Libertine's technology will help meet the global need
for clean, reliable and affordable transport and electrical power
wherever it is needed, transforming the lives of millions of
people.
Strategic Priorities
During the period, Libertine has developed and hardened its
technology platform and completed the manufacture and delivery of
performance validation prototype linear generators on two separate
programmes. These systems are in the process of being integrated
into customer / partner products, ahead of further testing.
Additional grant funding was awarded during the period to
support further development of LGN120, including fuel system
adaptations to demonstrate a key differentiator of Linear Generator
technology: fuel flexibility. Planned modifications to LGN120 will
allow it to run on blends of hydrogen and CNG, and this fuel
flexibility has the potential to accelerate the global adoption of
such powertrains in advance of the widespread deployment of
hydrogen refuelling infrastructure. We look forward to
demonstrating this capability during combustion testing at MAHLE
Powertrain in Q4 of FY2022/23.
In September 2022, Libertine agreed to the novation of its
Master Consultancy Services Agreement with the General Electric
Company to Hyliion Holdings Corp.. Hyliion has engaged Libertine to
support the development of the electrical linear generator for the
KARNO generator, to be deployed in Hyliion's Hypertruck powertrain
platform.
Market Overview
The addressable market for Linear Generators is significant,
including over twelve million heavy duty and light duty commercial
vehicles, and more than one million distributed power generator
sets for energy storage, off-grid and waste-to-energy applications.
Libertine's technology platform is scalable across multiple market
segments, covering applications from 5-150 kilowatts of electrical
power.
During the period, Libertine has completed the manufacture and
testing of performance validation prototypes for two separate
applications, demonstrating the scalability of our technology
platform. We have also experienced increased commercial interest
across the range of applications that our technology platform can
serve.
Financial Performance
During the period the Group delivered GBP0.87m of commercial
revenue and grant income. The business has continued to deliver
operational milestones across revenue and grant contracts and is
gaining commercial traction and increased interest from OEMs.
Grant income of GBP0.22m in the period was in relation to
further development of the LGN120 performance validation prototype
for heavy duty powertrains. The manufacture and pre-acceptance
testing on this project has been completed and the system is in the
test cell of our strategic partner, MAHLE Powertrain, ahead of
combustion testing.
Commercial revenues of GBP0.65m were delivered through the
on-going work with GE/Hyliion on project KARNO.
In line with the plans set out at IPO, investment in core
technology development increased during the period to GBP0.7m
(FY2021/22: GBP0.2m). The focus of development for the period has
been on hardening the LGN-120 platform and our partnership with
OFFICINA MOTO ITALIA for the creation of downsized, power dense
linear generator products.
As of 30 September 2022, the Group had cash reserves of
GBP4.8m.
Outlook
Libertine has continued to deliver engineering services to
customers across Europe and the US, with increasing engagement with
prospective OEM clients and manufacturing partners in the UK, US,
Europe and India.
Libertine remains focused on securing long-term relationships
with OEMs, manufacturing and strategic development partners, and
supporting OEM development programmes via engineering services
ahead of licensing our technology for high volume manufacture.
Having completed the manufacture of performance validation
prototype hardware on two separate programmes, we look forward to
demonstrating the performance of linear generators in the test
cells of our customers and strategic partners, and bringing our
technology to market.
Financial Review
HY2022/23 has seen Libertine convert commercial traction into
the delivery of income milestones through our ongoing project with
GE/Hyliion. The funds raised at IPO have allowed the business to
accelerate its investment, as planned, in core technical
development and people, to create a sustainable business model and
realise strong growth prospects.
We remain committed to delivering on our current customer
programmes and supporting the integration of our technology
platform into the products of our customers.
Financial Performance
HY2022/23 HY2021/22
GBPm GBPm
--------------------- ---------- ----------
Commercial revenue 0.7 0.1
Grant income 0.2 1.0
---------- ----------
Total income 0.9 1.1
Cost of sales (0.8) (0.9)
Admin expenses (1.8) (0.6)
Adjusted EBITDA (1.7) (0.4)
Depreciation (0.1) -
Net interest charge - (0.1)
---------- ----------
Loss before tax (1.8) (0.5)
Taxation 0.1 0.0
---------- ----------
Loss after tax (1.7) (0.5)
---------- ----------
Revenues and Grant Income
Most of the commercial revenue in the period came from the
engineering development with GE (now Hyliion), on the first phase
of our joint development agreement. This programme is continuing
into the second half of FY2022/23.
Grant income in the period related to the additional grant
funding to support further development with MAHLE Powertrain,
including fuel system adaptations to demonstrate hydrogen and
compressed natural gas ("CNG") fuel flexibility.
Operating Expenses
Administrative expenses increased in the period, because of
investment into our technology and engineering teams, as well as
incremental costs as a result of the IPO, such as professional fees
and insurance costs. As planned, we have continued to invest in our
engineering and technology teams to support customer programmes and
the technology roadmap.
Adjusted EBITDA
The Adjusted EBITDA loss of GBP1.7m (HY2021/22: GBP0.4m)
increased on the prior year as a result of planned investment in
engineering delivery and core technical development, post the IPO
fund raising.
Taxation
The tax credit for the period relates to research and
development tax credits. No corporation tax charge has been
incurred in the period as a result of the losses before taxation.
The Group had GBP3.4m of unutilised tax losses as at 31 March
2022.
Cash
The Group end of period cash balance for HY2022/23 was GBP4.8m
(HY2021/22: GBP0.4m). The Group raised GBP9.0m with the IPO in
December, before GBP1.5m of share issue and Listing costs. The net
change in the cash position is detailed in the Statement of Cash
Flows.
Accounting policies
The consolidated financial information has been prepared
consistently in accordance with International Financial Reporting
Standards.
Going Concern
The Directors have undertaken a comprehensive assessment to
consider the Group and the Company's ability to trade as a going
concern for a period of twelve months from the date of approving
the Interim Statement.
The Directors have robustly tested the going concern assumption
in preparing the Interim Statement, taking into account the Group's
liquidity position as at 30 September 2022 and a number of severe
but plausible downside scenarios, which collectively would be
considered remote, and remain satisfied that the going concern
basis of preparation in the Interim Statement is appropriate.
On the basis of the Group's current financial position and
forecast cash flows, the Directors consider and have concluded that
the Group and Company will have adequate resources to continue in
operational existence for at least the next twelve months from the
date of approving the financial statements. Accordingly, they
continue to adopt a going concern basis in the preparation of the
Interim Statement.
Interim Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2022
Six months Six months
ended 30 ended 30
September September
2022 2021
Note GBP'000 GBP'000
Revenue 4 648 64
Cost of sales (617) (60)
Gross profit 31 4
Other operating income 5 220 983
Administrative expenses (2,010) (1,392)
Loss from operations (1,759) (405)
Finance income 8 - 7
Finance expense 8 - (74)
Loss before taxation (1,759) (472)
Taxation 9 75 -
Loss for the year and total comprehensive
loss for the year attributable to the
owners of the company (1,684) (472)
---------- ----------
Basic and diluted earnings per share
(pence) 10 (1.2p) (0.6p)
The above results were derived from continuing operations.
There are no items of comprehensive income other than the loss
for the period and therefore, no statement of other comprehensive
income is presented.
The accompanying notes form part of the financial
statements.
Consolidated Statement of Financial Position
as at 30 September 2022
Unaudited Audited
Unaudited As at 30 As at 31
As at 30 September September March
2022 2021 2022
Note GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 97 17 54
Right-of-use assets 3 35 19
100 52 73
------------------- ---------- ---------
Current assets
Inventory 272 - 107
Trade and other receivables 11 1,425 776 1,192
Corporation tax receivable 278 - 128
Cash and cash equivalents 4,813 385 6,697
6,788 1,161 8,124
------------------- ---------- ---------
Total assets 6,888 1,213 8,197
------------------- ---------- ---------
EQUITY AND LIABILITIES
Capital and reserves
Issued capital 14 139 - 139
Share premium account 15 10,422 - 10,414
Merger reserve 3,401 3,483 3,401
Share option reserve 351 100 351
Accumulated losses (8,840) (4,406) (7,156)
------------------- ---------- ---------
Total equity 5,473 (823) 7,149
------------------- ---------- ---------
LIABILITIES
Non-current liabilities
Borrowings 13 - 767 -
Lease liability, non-current - - -
------------------- ---------- ---------
- 767 -
------------------- ---------- ---------
Current liabilities
Trade and other payables 12 1,103 417 886
Deferred income 312 822 150
Lease liability, current - 30 12
------------------- ---------- ---------
1,415 1,269 1,048
------------------- ---------- ---------
Total liabilities 1,415 2,036 1,048
------------------- ---------- ---------
Total Equity and Liabilities 6,888 1,213 8,197
------------------- ---------- ---------
The accompanying notes form part of the financial
statements.
Interim Consolidated Statement of Changes in Equity
for the six months ended 30 September 2022
Issued Share premium Merger Share option Accumulated
capital account reserve reserve losses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1
April 2021 - - 3,483 80 (3,934) (371)
Total comprehensive
loss for the period - - - - (472) (472)
Share option charge - - - 20 - 20
As at 30 September
2021 (Unaudited) - - 3,483 100 (4,406) (823)
-------- ------------- -------- ------------ ----------- -------
Total comprehensive
loss for the period - - - - (2,750) (2,750)
Share for share
exchange 82 - (82) - - -
Issue of shares 57 11,094 - - - 11,151
Share issue costs - (680) - - - (680)
Share option charge - - - 251 - 251
As at 31 March 2022 139 10,414 3,401 351 (7,156) 7,149
-------- ------------- -------- ------------ ----------- -------
Total comprehensive
loss for the period - - - - (1,684) (1,684)
Issue of shares - 8 - - - 8
As at 30 September
2022
(Unaudited) 139 10,422 3,401 351 (8,840) 5,473
-------- ------------- -------- ------------ ----------- -------
Issued capital and share premium account reflect the shares
issued by the Company to date.
The merger reserve represents a reserve arising on
consolidation, as a result of accounting for the share for share
exchange in December 2021.
Share option reserve relates to the cumulative charges for share
options.
Accumulated losses reflects the cumulative comprehensive losses
of the Company.
Consolidated Statement of Cash Flows
for the six months ended 30 September 2022
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Cash flows from operating activities
Loss after tax for the year (1,684) (472)
Adjustments for:
Tax credits received - 111
Depreciation of property, plant &
equipment 14 5
Depreciation of right-of-use asset 16 16
Share option charge - 20
Finance expense - 74
Finance income - (7)
Changes in working capital:
Increase in inventories (166) -
Increase in trade and other receivables (383) 21
Increase in trade and other payables 379 361
---------- ----------
Net cash (used in) / generated from operating
activities (1,824) 129
---------- ----------
Cash flows from investing activities
Purchase of property, plant and equipment (56) (12)
Finance income received - 6
Net cash used in investing activities (56) (6)
---------- ----------
Cash flows from financing activities
Payment of lease liabilities (12) (17)
Share issue (net of issue costs) 8 -
Interest paid - (1)
Net cash used in financing activities (4) (18)
---------- ----------
Net change in cash and cash equivalents (1,884) 105
Cash and cash equivalents at the beginning
of the year 6,697 280
----------
Cash and cash equivalents at the end
of the year 4,813 385
---------- ----------
Notes
1. General information and basis of preparation
Libertine Holdings PLC ("Libertine" or the "Company") is a
company incorporated and domiciled in the United Kingdom
(registered number 13724783). The Company was incorporated on 5
November 2021 and is a public company limited by shares registered
in England and Wales. The address of the Company's registered
office is 1 Coborn Avenue, Tinsley, Sheffield, S9 1DA.
The principal activity of the Company is that of investment
holding. The principal activity of the Group is the development of
linear electrical machines.
The Interim Statement should be read in conjunction with the
Company's last annual consolidated financial statements as at and
for the year ended 31 March 2022.
On 7 December 2021, the Company entered into agreements with all
of the shareholders of Libertine FPE Limited for a share for share
exchange regarding the Ordinary Shares in Libertine Holdings PLC
and Ordinary Shares in Libertine FPE Limited. As a result of this
transaction, the ultimate shareholders in the Company received
shares in Libertine Holdings PLC in direct proportion to their
original shareholding in Libertine FPE Limited.
The transaction was accounted for as a capital reorganisation
rather than a reverse acquisition since it did not meet the
definition of a business combination under IFRS 3. In a capital
reorganisation, the consolidated financial statements of the Group
reflect the predecessor carrying amounts of Libertine FPE Limited
with comparative information of Libertine FPE Limited presented for
all periods since no substantive economic changes have
occurred.
The Interim Financial Statement has been prepared in accordance
with UK adopted international accounting standards and UK Companies
Act 2006.
The financial information for the period ended 30 September 2022
and the period ended 30 September 2021 is unaudited. The
comparative financial information for the period ended 31 March
2022 in this interim report does not constitute statutory accounts
for that period under 435 of the Companies Act 2006.
2. Going Concern
The Interim Statement has been prepared on a going concern
basis.
The Board has concluded that it is appropriate to adopt the
going concern basis, having undertaken a rigorous review of
financial forecasts and available resources, including funds raised
through the listing process.
The Directors have prepared cash flow forecasts for the Group
covering at least the twelve-month period from the date of
approving the interim statement, which indicate that, taking
account of severe but plausible downside scenarios, the Group and
the Company will have sufficient funds to meet its liabilities as
they fall due for that period.
On the basis of the forecast cash flows, taking into account the
funds raised through the listing process, the Directors consider
and have concluded that the Group will have adequate resources to
continue in operational existence for at least twelve months from
the date of approving the Interim Statement. For these reasons they
have prepared the Interim Statement on a going concern basis.
3. Accounting policies
The principal accounting policies adopted in preparation of the
Interim Statement of the Group have been applied consistently to
all period presented.
4. Revenue
Revenue arises from:
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
North America 642 64
EMEA 6 -
648 64
----------- -----------
In the period ended 30 September 2022, one customer generated
more than 10% of total revenue (30 September 2021: two).
Revenue by category:
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Engineering Services 648 64
648 64
----------- -----------
The table below shows how much revenue recognised in the current
year relates to carried forward contract liabilities and
unsatisfied performance obligations resulting from the long-term
contract with customers:
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Grant income recognised that was included
in the contract liability balance at the
beginning of the year - 383
Aggregated amount of transaction price - -
allocated to unsatisfied performance obligation
during in the year
------------ -----------
5. Other Operating Income
Other operating income by category:
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Grant income 220 983
220 983
----------- -----------
Government Grants
Grant income relates to government grant schemes aimed at
supporting industrial research and development to bring new
products and technologies to market and support the long-term
sustainable growth of businesses. The Group enters into grant
schemes to provide funding towards the further development of its
technology platform.
6. Operating segments
IFRS 8 requires that operating segments be identified on the
basis of internal reporting and decision-making. The Company is
operated as one business by its executive team, with key decisions
being taken by the same leaders irrespective of the geography where
work for clients is carried out. Management therefore consider that
the Company has one operating segment. As such, no additional
disclosure has been presented under IFRS 8.
7. Reconciliation of GAAP to non-GAAP measures
The Group uses a number of 'non-GAAP' figures as comparable key
performance measures, as they exclude the impact of items that are
non-cash items and also items that are not considered part of
ongoing underlying trade. The Group's 'non-GAAP' measures are not
defined performance measures in IFRS. The Group's definition of the
reporting measures may not be comparable with similar titled
performance measures in other entities.
Adjusted earnings before interest, tax, depreciation and
amortisation ("EBITDA") is calculated as follows:
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Loss from operations (1,759) (405)
Add back:
Depreciation of property, plant
and equipment 14 5
Deprecation of lease asset 16 16
----------- -----------
EBITDA (1,729) (384)
----------- -----------
Add back:
Operating costs of exceptional
nature - 10
Adjusted EBITDA (1,729) (374)
----------- -----------
Operating costs of an exceptional nature have been excluded as
they are not considered part of the underlying trade. Operating
costs of an exceptional nature (to 30 September 2021) include
professional fees of GBP9,900 in connection with the IPO.
Adjusted operating loss is calculated as follows:
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Loss from operations (1,759) (405)
Add back:
Operating costs of exceptional
nature - 10
Adjusted loss from operations (1,759) (395)
----------- -----------
Adjusted loss after tax is calculated as follows:
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Loss after tax (1,684) (472)
Add back:
Operating costs of exceptional nature - 10
Interest on convertible loan note - 73
Adjusted loss after tax (1,684) (389)
----------- -----------
8. Finance income and expense
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Interest receivable - 7
Interest payable:
Movement in fair value of convertible
loan note - (73)
Interest on lease liability - (1)
----------- -----------
- (74)
- (67)
---------------------------------------------------- -----------
9. Taxation
Income taxes recognised in profit or loss Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Current tax
UK tax credit for the year 75 -
Deferred tax - -
----------- -----------
Total income tax credit recognised 75 -
----------- -----------
The Group was not liable for corporation tax during the past two
periods due to taxable losses being sustained in each of the
periods reported. The tax credit for the current period relates to
research and development tax credits.
The Group has not recognised a deferred tax asset in respect of
trading losses incurred to date as the business is developing its
products. When there is clear visibility of profits, the Group will
recognise the deferred tax assets to the extent that sufficient
taxable income will be available.
10. Earnings per share
Six months Six months
ended 30 ended 30
September September
2022 2021
GBP'000 GBP'000
Basic earnings per share
Loss attributable to equity shareholders
of the parent (GBP'000) (1,684) (472)
Weighted average number of shares in
issue 139,146,879 82,411,310
Basic loss per share (pence) (1.2p) (0.6p)
------------ -----------
Basic loss per share is based on the weighted average number of
ordinary shares in issue during the period. Diluted loss per share
would assume conversion of all potentially dilutive ordinary shares
arising from the share schemes detailed in note 16. Due to the
losses in both periods there are no potentially dilutive ordinary
shares, and therefore there is no difference between the basic and
diluted loss per share.
The interim statement information for the six months ended 30
September 2021 represents the historical information prior to a
group reorganisation on 23 December 2021 whereby the Company became
the parent company of the enlarged group. It is of limited
significance to calculate earnings per share on the historical
equity of the companies forming the Group prior to the
reorganisation.
The weighted average number of shares uses the number of shares
in issue on admission to AIM on 23 December 2021. This has been
applied retrospectively to the number of shares in issue at 30
September 2021 and the metric has been restated to ensure that the
adjusted earnings per share figures are comparable over the two
periods.
Adjusted earnings per share
The calculation of adjusted earnings per share is based on the
adjusted loss after tax, as presented in note 7. Adjusted earnings
per share figures are given to exclude the effects of exceptional
items and pre-reorganisation finance costs, all net of taxation,
and are considered to show the underlying performance of the
Group.
The weighted average number of shares uses the number of shares
in issue post admission on 23 December 2021.
Six months Six months
ended 30 ended 30
September September
2022 2021
Adjusted earnings per share
Adjusted loss after tax (note 7) (GBP'000) (1,684) (389)
Weighted average number of shares in
issue 139,146,879 82,411,310
Basic loss per share (pence) (1.2p) (0.5p)
------------ -----------
11. Trade and other receivables
As at 30 As at 30
September September
2022 2021
GBP'000 GBP'000
Current
Trade receivables - gross 47 758
Provision for impairment of trade - -
receivables
----------- -----------
47 758
Other Debtors 16 -
VAT Debtor 196 -
Prepayments 501 18
Accrued income 665 -
----------- -----------
1,425 776
----------- -----------
The Group had no past due trade receivables as at 30 September
2022 (30 September 2021: GBPnil).
Trade receivables are non-interest bearing and receivable under
normal commercial terms. The Directors consider that the carrying
amount of trade and other receivables approximates to their fair
value and that no impairment is required at the reporting dates.
Trade and other receivables represent financial assets and are
assessed for impairment on an expected credit loss model.
Therefore, there is no expected credit loss provision for
impairment at 30 September 2022 (30 September 2021: GBPnil).
The impairment loss recognised in the income statement for the
period in respect of expected credit losses was GBPnil (HY2021/22:
GBPnil).
12. Trade and other payables
As at 30 As at 30
September September
2022 2021
GBP'000 GBP'000
Trade payables 312 267
Tax and social security payable 48 25
Other payables 23 78
Accruals 720 -
VAT creditor - 47
1,103 417
----------- -----------
The fair values of the Company's trade and other payables are
considered to equate to their carrying amounts.
13. Borrowings
As at 30 As at 30
September September
2022 2021
GBP'000 GBP'000
Current - -
Non-current - 767
- 767
-------------------------- -----------
Movement in net borrowings:
As at 30 As at 30
September September
2022 2021
GBP'000 GBP'000
Borrowings at 1 April - 694
Movement in fair value of convertible
loan note - 73
- 767
---------------------------------------------------- -----------
In July 2020 the Group issued GBP600,000 convertible loan notes
to four investors with a nominal value of GBP600,000. The loan
notes had a term until July 2023 and a coupon rate of 8%. The loan
notes automatically converted to shares in the Company upon a
Listing. Had conversion not occurred the loan notes were repayable
in full in July 2023. The loan notes were treated as non-current
borrowings to match the financial instrument.
On 23 December 2021, the Company issued 10,523,630 Ordinary
Shares in Libertine Holdings PLC in settlement of the convertible
loan note.
14. Share Capital
Ordinary Shares (GBP0.001)
Number GBP
At 1 April 2021 and 30 September 2021 - -
Share for share exchange 82,411,310 82,411
Issued 56,407,700 56,408
----------------- ----------
At 31 March 2022 138,819,010 138,819
Issued 400,000 400
----------------- ----------
At 30 September 2022 139,219,010 139,219
----------------- ----------
On 7 December 2021, the Group underwent a reorganisation in
which Libertine Holdings PLC became the ultimate parent undertaking
of the Group. The reorganisation was performed via a share for
share exchange, whereby each previous Ordinary Share in Libertine
FPE Limited was exchanged for an Ordinary Share in Libertine
Holdings PLC.
On 16 December 2021, the Company issued 154,070 Ordinary Shares
in Libertine Holdings PLC for an equity settled transaction valued
at GBP30,000.
On 23 December 2021, the Company issued 10,523,630 Ordinary
Shares in Libertine Holdings PLC in settlement of the convertible
loan note. On the same day the Company issued 45,000,000 Ordinary
Shares in Libertine Holdings PLC for GBP0.20 per share as part of
its admission to AIM.
On 4 March 2022, the Company issued 730,000 Ordinary Shares in
Libertine Holdings PLC for GBP0.02 per share to settle share
options.
On 3 May 2022, the Company issued 400,000 Ordinary Shares in
Libertine Holdings PLC for GBP0.02 per share to settle share
options.
15. Share Premium Account
GBP'000
At 1 April 2021 and 30 September 2021 -
Issued 11,094
Share issue costs (680)
--------
At 31 March 2022 10,414
Issued 8
--------
At 30 September 2022 10,422
--------
Share premium is the amount subscribed for share capital in
excess of nominal value.
Details of the share transactions are included in note 14. The
Company incurred GBP680,000 of professional fees in connection with
its share issue.
16. Share-based payments
Since 2017, before the incorporation of Libertine Holdings PLC,
options have been granted by Libertine FPE Limited to directors,
employees and suppliers to purchase Ordinary Shares. The Company
has issued both EMI and Unapproved share options. The options vest
over a period of up to ten years from grant date and are
exercisable at the point of the IPO listing.
The EMI scheme is open to all qualifying employees who are an
employee within the Group working 25 hours per week, or if less,
75% of their working time. The Group has also issued unapproved
options for employees, Directors and suppliers who do not meet the
EMI criteria.
The options have varying vesting periods, with shares vesting at
the point of the IPO listing. The listing is a necessary condition
for exercise.
Details of the option plans are as follows:
As at 30 September As at 30
2022 September
2021
Outstanding at beginning of
year 6,908,120 482,812
Granted - 330,000
Forfeited - (65,000)
Exercised (400,000) -
Outstanding at end of year 6,508,120 747,812
------------------- -----------
All options had an exercise price of GBP0.20 when issued. In
December 2021, all outstanding options in Libertine FPE Limited
were replaced by options in Libertine Holdings PLC as part of the
group reorganisation ahead of the IPO. In advance of the share for
share exchange and to ensure parity of the share options with
Ordinary Shares in issue, the number of options in issue were
increased by a factor of ten, with the exercise price reducing to
GBP0.02 per share.
All other option terms remained the same, and as such there was
no difference in fair value at the options replacement date.
The weighted average exercise price on outstanding options at 30
September 2022 is GBP0.02.
The expected volatility is based on the historical volatility
(based on the share price) of comparator companies with publicly
available share prices. The risk-free interest rate is based on the
average return on ten-year UK gilts. Assumed retention of the
options was 100%.
The fair value of each option granted was estimated on the grant
date using the Black-Scholes option-pricing model with the
following assumptions:
EMI Scheme Unapproved
Scheme
Fair values at grant dates (per share) GBP0.28 GBP0.28
- GBP0.55 - GBP0.46
Share price at grant dates GBP0.47 GBP0.47
- GBP0.64 - GBP0.64
Exercise price GBP0.02 GBP0.02
Expected volatility 70% 70%
Option life (expected weighted average 1 - 10 years 0 - 2.8
life) years
Expected dividend 0% 0%
Risk-free interest rate (based on government
bonds) 1.12% 1.12%
------------- -----------
The total share option charge in the period was GBPnil (30
September 2021: GBP20,000).
17. Events after the balance sheet date
No matters have arisen since the balance sheet date.
-ends-
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END
IR VZLFFLLLFFBL
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