TIDMSNT
RNS Number : 8312G
Sabien Technology Group PLC
31 March 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310
31 March 2022
Sabien Technology Group Plc
("Sabien", the "Company" or the "Group")
Unaudited Interim Results for the six months ended 31 December
2021
Sabien Technology Group plc (AIM: SNT), a Company focussed on
building a portfolio of solutions, in the heating, cooling and
transportation sectors, that deliver immediate reductions in CO(2)
emissions announces its unaudited interim results for the six-month
period ended 31 December 2021 (the "Period") (comparative figures
are shown for the comparable period in the previous financial year
unless otherwise stated):
Highlights in the Period
-- Sales revenue GBP121k (2020: GBP412k)
-- Sales orders received GBP278k (2020: GBP362k)
-- M2G units sold 15 (2020: 175)
-- M2G cloud solution packages sold 31 (2020: nil)
-- Gross profit GBP75k (2020: GBP325k)
-- Gross profit margin 62% (2020: 79%)
-- Loss before tax GBP569k (2020: GBP310k loss)
-- Net cash at the end of the period GBP624k (GBP229k as at 31 December 2020)
-- Overseas sales GBP6k (2020: GBP18k)
-- Completion of significant initial GBP100k investment in
emerging green oil to hydrogen technology - Proton Technologies
Canada Inc ("Proton")
-- Established a special purpose vehicle to develop City Oil
Field Inc. ("COF") installations internationally called b.grn Group
Ltd ("b.grn"), pronounced "Be Green"
-- Signed a Memorandum of understanding ("MOU") with COF and
b.grn to formalise the purchase price of COF equipment and Sabien's
revenue model from the arrangement
Highlights since the period end
-- Sales of GBP269k to 31 March 2022 (GBP560k for three months ended 31 March 2021)
-- Net cash balance of GBP325k to 31 March 2022. (GBP1.76m to 24 March 2021)
-- GBP264k Further Repeat Order 1 - order received via a major
facilities management contractor on behalf of a UK government
department, GBP206k has been recognised prior to 31 March 2022, the
balance of installation and cloud services revenue (total GBP58k)
will be recognised in FY22 and FY23 with timing not yet
finalised.
-- GBP264k Further Repeat Order 2 - confirmation has been
received that a further GBP264k repeat order from the same UK
government department via a different facilities management
contractor will be placed within the next two weeks. The revenue
profile will be the same as the first GBP264k order.
-- Completion of significant GBP100k investment in emerging green technology
-- Completion of United Kingdom licence agreement with Proton
for the provision of an onshore 20 tonnes of hydrogen per day
processing facility
-- Completion of option agreement with Proton to establish a COF
facility at Proton's site in Saskatchewan, Canada
-- MOU signed with Irish Renewable Fuels Ltd in relation to the
potential establishment of a COF facility at a site in Ireland
-- b.grn signed a framework agreement with a subsidiary of Tate
Group Limited ("Tate") for Tate to become Sabien and b.grn's COF
development manager
Chairman's statement
Since Sabien's last annual report in August 2021, much has
happened on an economic level and within Sabien's business that
reinforces that Sabien is well positioned to capitalise on the
current "Green Economic" boom. We have all watched the conflict in
Ukraine in a state of horror, and the economic knock-on impact will
be significant. Oil prices recently hit a 14 year high of $130 per
barrel and gas prices recently hit an all-time high of over 500p
per therm. Coupled with this, the United Nations endorsed an
historic resolution on 2 March 2022 to end plastic pollution by
addressing the whole lifecycle of plastic, including its
production, design and disposal . Sabien's Green Aggregation
Strategy has begun to focus on three key areas - the existing
Sabien CO2 mitigation device for commercial boilers - M2G, the UK
rollout of Proton's oil to hydrogen technology, and the COF plastic
to oil technology. Key updates on these areas are as follows.
M2G Business
The M2G business has been adversely impacted by the world
semiconductor supply shortage which has delayed Sabien's sales
pipeline conversion. In addition to this, there has been
significant Covid related churn in personnel with Sabien's key
partners which has also delayed sales. Despite this, we consider
that the future for the M2G business is strong. While the sales
were disappointing during the first half, the order flow has not
dropped significantly, and the Board is hopeful of recovering the
sales during 2022, with the impact on Group profitability due to
the delay in sales expected to be materially neutral over a
12-month period providing supply chain difficulties do not
worsen.
The key metrics to note are the growth in sales of M2G Cloud
Solutions (31 in the period, with open forward orders to install a
further 115 plus 103 from Further Repeat Order 2) and that more
than half of the customers having Cloud Solutions installed have
ongoing discussions to install to the customer's wider worldwide,
EMEA or UK estates. Customer feedback from the M2G Cloud Solution
to date has been very positive. In addition, our channel partner
strategy is developing with 56% of sales orders received in the
period through channel partners compared to 12% in the same period
in FY21.
Consultancy is now an integral part of our solution and is
included with all new business. The efficiency insight analytics
M2G Cloud connect delivers is unique and well received by clients.
The Energy Savings dashboard has an annual renewal which is
developing Sabien's recurring revenue streams.
It is also encouraging to see the forward order book of GBP404k
(including Further Repeat Order 2) of which at least GBP345k is
expected to convert to revenue before the end of the financial
year. The next generation of the M2G Cloud Solution - the M2G Evo -
development is well advanced and will be market ready before the
end of 2022.
Proton UK Business
Discussions are ongoing with multiple UK oil field owners to
identify suitable sites. Owners are motivated to develop a hydrogen
production facility on their near to end of life fields, but the
sites identified to date have not been suitable for a Proton
installation.
COF Business
In combination with Sabien's b.grn development partner,
potential sites have been identified in England, Ireland, Finland
and also at Proton's site in Saskatchewan Canada. B.grn has
appointed a development manager - Tate Group Ltd. Sabien's sales
agency revenue model with COF has been contractually agreed. Market
analysis of the UK plastic waste market is underway to identify the
best input to be used in the COF process which is able to process
the majority of plastic waste types, as well as mixed or dirty
waste streams.
Sabien working capital and director's loan
In order to support the ongoing development of Sabien's business
and to provide further working capital, I have agreed to provide a
loan facility of up to GBP209k to the Company through Parris Group
Ltd (the "Loan"). The Loan, which has an initial term of 12 months,
can be repaid by any means, including from the proceeds of the
exercise of warrants I have in the Company which expire in February
2023 (see the announcement of 3 February 2021 - the "Warrants").
The key terms of the Loan are as follows:
-- Up to GBP209,302.33 (the exercise value of the Warrants)
-- Interest rate of 6%
-- Interest payable quarterly
-- Repayable on demand, after an initial period of 12 months
unless replaced by another debt facility
-- Able to be repaid by the exercise of the Warrants or by way
of participation in a wider equity fundraising
-- Unsecured
-- For working capital purposes
-- GBP100,000 has been immediately drawn down
In addition to the Loan, the GBP528k from Further Repeat Orders
1 and 2 will provide additional working capital for the Group to
continue for a period of not less than 12 months from today's date.
Approximately GBP150,000 of the cash expended during the first half
of the year was of a non-recurring nature. The Company will review
its longer-term working capital requirements as part of the audit
process for the current financial year.
In summary, the Board remains committed to Sabien's strategic
direction and expects the strategy to deliver value for
shareholders in the near future.
Richard Parris
Executive Chairman
31 March 2021
Related Party Transaction
Parris Group Ltd is a Company controlled by Richard Parris, the
Executive Chairman of the Company, and his family. The Board, other
than Mr Parris, considers, having consulted with Allenby Capital
Limited, the Company's nominated adviser, that the terms of the
Loan are fair and reasonable insofar as its shareholders are
concerned.
For further information:
Sabien Technology Group plc
Richard Parris, Executive Chairman +44 20 7993 3700
Allenby Capital Limited (Nominated
Adviser)
John Depasquale / Nick Harriss /
Vivek Bhardwaj +44 203 328 5656
Peterhouse Capital Limited (Broker)
Duncan Vasey / Lucy Williams +44 207 469 0930
Sabien Technology Group Plc
Unaudited Condensed Group Statement of Comprehensive Income for
the period ended 31 December 2021
Notes Year to
6 months 6 months 30
to 31 December to 31 December June
2021 2020 2021
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Revenue 121 412 971
Cost of Sales (46) (87) (153)
Gross Profit 75 325 818
Administrative expenses (639) (522) (1,182)
Exceptional item (9) (132) (180)
Operating loss (573) (329) (544)
Other income 8 19 35
Finance expense (4) - -
Loss before tax (569) (310) (509)
Tax credit - - -
---------------- ---------------- --------
Loss for the period attributable
to equity holders of the
parent company (569) (310) (509)
---------------- ---------------- --------
Other comprehensive income
for the period (1) - -
Total comprehensive income
for the period (570) (310) (509)
================ ================ ========
Loss per share in pence
- basic 3 (3.90)p (8.55)p (6.40)p
Loss per share in pence
- diluted 3 (3.90)p (8.55)p (6.40)p
Sabien Technology Group Plc
Unaudited Condensed Group Statement of Financial Position as at
31 December 2021
Notes 31 December 31 December 30 June
2021 2020 2021
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 2 29 35
Other intangible assets 83 80 57
Investments 200 - 100
Total non-current assets 285 109 192
------------ ------------ ---------
Current assets
Inventories 27 42 24
Trade and other receivables 166 70 51
Cash and cash equivalents 624 229 1,399
------------ ------------ ---------
Total current assets 817 341 1,474
------------ ------------ ---------
TOTAL ASSETS 1,102 450 1,666
============ ============ =========
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 137 366 161
Borrowings 36 - 36
------------ ------------ ---------
Total current liabilities 173 366 197
------------ ------------ ---------
Non-current liabilities
Borrowings 127 181 145
------------ ------------ ---------
Total non-current liabilities 127 181 145
------------ ------------ ---------
EQUITY
Equity attributable to
equity holders of the parent
Share capital 4 3,354 3,058 3,350
Other reserves 3,553 2,181 3,509
Translation reserve (1) - -
Retained earnings (6,104) (5,336) (5,535)
------------ ------------ ---------
Total equity 802 (97) 1,324
------------ ------------ ---------
TOTAL EQUITY AND LIABILITIES 1,102 450 1,666
============ ============ =========
Sabien Technology Group Plc
Unaudited Condensed Group Cash Flow Statement for the period
ended 31 December 2021
6 months 6 months Year
to to to
31 December 31 December 30 June
2021 2020 2021
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Loss before taxation (569) (310) (509)
Adjustments for:
Depreciation and amortisation 24 27 51
Finance expense 4 - -
Foreign currency reserve movement (1) - -
Loss on disposal of fixed
assets - - 11
Decrease in trade and other
receivables (114) 12 32
Decrease/(increase) in inventories 4 (1) 15
Decrease in trade and other
payables (15) (262) (466)
Net cash outflow from operating
activities (667) (534) (866)
Cash flows from investing
activities
Investments acquired (100) - (100)
Purchase of property, plant
and equipment and intangible
assets - (15) (33)
Purchase of intangibles (24) - -
Net cash outflow from investing
activities (124) (15) (133)
Cash flows from financing
activities
Proceeds from share issues 48 - 1,700
Repayment of borrowings (32) - -
Share issue costs - - (80)
Net cash generated by financing
activities 16 - 1,620
Net (decrease)/increase in cash
and cash equivalents (775) (549) 621
Cash and cash equivalents at
beginning of period 1,399 778 778
Cash and cash equivalents at
end of period 624 229 1,399
Sabien Technology Group Plc
Unaudited Condensed Group Statement of Changes in Equity as at
31 December 2021
Share Share Share based Translation Retained Total
capital premium payment reserve earnings equity
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
July 2020 3,058 2,180 1 - (5,026) 213
Loss for the
period
1 July 2020
to
31 December
2020 - - - - (310) (310)
Balance at 31
December 2020 3,058 2,180 1 - (5,336) (97)
Loss for the
period
1 January 2021
to 30 June 2021 - - - - (199) (199)
Share issue 292 1,408 - - - 1,700
Share issue
expenses - (80) - - - (80)
Balance at 30
June 2021 3,350 3,508 1 - (5,535) 1,324
Loss for the
period
1 July 2021
to
31 December
2021 - - - - (569) (569)
Warrant issue - (28) 28 - - -
Share issue 4 44 - - - 48
Exchange difference
on consolidation - - - (1) - (1)
Balance at 31
December 2021 3,354 3,524 29 (1) (6,104) 802
Sabien Technology Group Plc
Notes to the Financial Statements for the period ended 31
December 2021
1. Accounting policies
The interim financial information has not been audited or
reviewed by the auditors and does not constitute statutory accounts
for the purpose of Sections 434 and 435 of the Companies Act
2006.
The financial information in this document has been prepared
using accounting principles generally accepted under International
Financial Reporting Standards and is consistent with those used in
the preparation of the most recent annual financial statements.
The following significant principal accounting policies have
been used consistently in the preparation of the consolidated
financial information of the Group. The consolidated information
comprises the Company and its subsidiaries (together referred to as
"the Group").
a) Basis of Preparation: The financial information in this
document has been prepared using accounting principles generally
accepted under UK adopted International Financial Reporting
Standards ("IFRS").
The directors expect to apply these accounting policies which
are consistent with UK adopted International Financial Reporting
Standards in the Group's Annual Report and Financial Statements for
all future reporting periods.
The Directors believe that, despite the losses incurred in the
past six month period and the uncertainty as to the timing of
future profitability, the Group is a going concern and have
accordingly prepared these financial statements on a going concern
basis.
The key performance indicator for the Group is M2G unit sales
which showed a reduction in the six months to 15 units (2020: 175).
In addition new M2G Cloud sales were 31 units in the period
(2020:nil). Despite this, the Statement of Financial Position
showed positive net assets of GBP802k at 31 December 2021 and cash
reserves of GBP624k. The cashflow forecasts prepared by the
Directors confirm that the Group will have sufficient working
capital to settle its liabilities as they fall due for a period of
not less than 12 months from the date of the approval of these
financial statements.
The interim consolidated financial statements have been prepared
on the historical cost basis and are presented in GBP'000 unless
otherwise stated.
b) Basis of consolidation: The condensed consolidated financial
statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiaries) at 31
December 2021. Control is achieved where the Company has the power
to govern the financial and operating policies of an investee
entity so as to obtain benefit from its activities.
Except as noted below, the financial information of subsidiaries
is included in the condensed consolidated financial statements
using the acquisition method of accounting. On the date of
acquisition the assets and liabilities of the relevant subsidiaries
are measured at their fair values.
All intra-Group transactions, balances, income and expenses are
eliminated on consolidation.
Accounting for the Company's acquisition of the controlling
interest in Sabien Technology Limited: The Company's controlling
interest in its directly held subsidiary, Sabien Technology
Limited, was acquired through a transaction under common control,
as defined in IFRS 3 Business Combinations. The directors note that
transactions under common control are outside the scope of IFRS 3
and that there is no guidance elsewhere in IFRS covering such
transactions.
IFRS contain specific guidance to be followed where a
transaction falls outside the scope of IFRS. This guidance is
included at paragraphs 10 to 12 of IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors. This requires, inter
alia, that where IFRS does not include guidance for a particular
issue, the directors may also consider the most recent
pronouncements of other standard setting bodies that use a similar
conceptual framework to develop accounting standards. In this
regard, it is noted that the UK standard FRS 6 addresses the
question of business combinations under common control.
In contrast to IFRS 3, FRS 6 sets out accounting guidance for
transactions under common control. The guidance contained in FRS 6
indicates that merger accounting may be used when accounting for
transactions under common control.
Having considered the requirements of IAS 8, and the guidance
included in FRS 6, it is considered appropriate to use a form of
accounting which is similar to pooling of interest when dealing
with the transaction in which the Company acquired its controlling
interest in Sabien Technology Limited.
In consequence, the condensed consolidated financial statements
for Sabien Technology Group Plc report the result of operations for
the period as though the acquisition of its controlling interest
through a transaction under common control had occurred at 1
October 2005. The effect of intercompany transactions has been
eliminated in determining the results of operations for the year
prior to acquisition of the controlling interest, meaning that
those results are on substantially the same basis as the results of
operations for the year after the acquisition of the controlling
interest.
Similarly, the consolidated balance sheet and other financial
information have been presented as though the assets and
liabilities of the combining entities had been transferred at 1
October 2005.
Whilst FRS 6 is no longer effective similar requirements are set
out in the current UK Financial Reporting Standard, FRS 102, in
respect of such transactions.
The Group took advantage of Section 131 of the Companies Act
1985 and debited the difference arising on the merger with Sabien
Technology Limited to a merger reserve.
c) Property, plant and equipment: Property, plant and equipment
are stated at cost less accumulated depreciation. Assets are
written off on a straight-line basis over their estimated useful
life commencing when the asset is brought into use. The useful
lives of the assets held by the Group are considered to be as
follows:
Office equipment, fixtures and fittings 3-4 years
d) Intangible assets: Intellectual property, which is controlled
through custody of legal rights and could be sold separately from
the rest of the business, is capitalised where fair values can be
reliably measured.
Intellectual property is amortised on a straight line basis
evenly over its expected useful life of 20 years.
Impairment tests on the carrying value of intangible assets are
undertaken:
-- At the end of the first full financial year following acquisition; and
-- In other periods if events or changes in circumstances
indicate that the carrying value may not be fully recoverable.
If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the
impairment loss (if any). Recoverable amount is the higher of the
fair value, less costs to sell, and value in use. In assessing the
value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows
have not been adjusted.
If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. An impairment loss is recognised
as an expense immediately.
Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of its
recoverable amount, but only in so far that the increased carrying
amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset in
prior years. A reversal of an impairment loss is recognised in
income immediately.
e) Fixed asset investments: Fixed asset investments are stated
at cost less any provision for impairment in value.
f) Inventories: Inventories are valued at the lower of average
cost and net realisable value.
g) Financial Instruments
Financial Assets
The Group classifies its financial assets as financial assets at
amortised cost and cash. The classification depends on the purpose
for which the financial assets were acquired. Management determines
the classification of its financial assets at initial
recognition.
Financial assets amortised cost are non-derivative financial
assets with fixed or determinable payments that are not quoted in
an active market. They are included in current assets, except for
maturities greater than 12 months after the balance sheet date.
These are classified as non-current assets.
Trade receivables are classified as financial assets at
amortised cost and are recognised at fair value less provision for
impairment. Trade receivables, with standard payment terms of
between 30 to 65 days, are recognised and carried at the lower of
their original invoiced and recoverable amount. Where the time
value of money is material, receivables are carried at amortised
cost.
A loss allowance is recognised on initial recognition of
financial assets held at amortised cost, based on expected credit
losses, and is re-measured annually with changes appearing in
profit or loss. Where there has been a significant increase in
credit risk of the financial instrument since initial recognition,
the loss allowance is measured based on lifetime expected losses.
In all other cases, the loss allowance is measured based on
12-month expected losses. For assets with a maturity of 12 months
or less, including trade receivables, the 12-month expected loss
allowance is equal to the lifetime expected loss allowance.
Short term financial assets are measured at transaction price,
less any impairment. Loans receivable are measured at transaction
price net of transaction costs and measured subsequently at
amortised cost using the effective interest method, less any
impairment.
Financial Liabilities
The Group classifies its financial liabilities as trade payables
and other short term monetary liabilities. Trade payables and other
short term monetary liabilities are recorded initially at their
fair value and subsequently at amortised cost. They are classified
as non-current when the payment falls due more than 12 months after
the balance sheet date.
h) Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short term highly liquid investments with
original maturities of three months or less, and bank
overdrafts.
i) Revenue recognition
Revenue is measured based on the consideration to which the
Group expects to be entitled in a contract with a customer and
excludes amounts collected on behalf of third parties. The Group
recognises revenue when it transfers control of a product or
service to a customer.
Revenue from sale of goods is recognised upon delivery and
installation at a customer site or delivery to a customer's
incumbent facilities manager which subsequently carries out the
installation itself. However, in this latter case, where the Group
is responsible for the project management of the installations,
revenue is recognised upon installation at the customer site. Where
goods are delivered to overseas distributors, revenue is recognised
at the time of shipment from the Company's warehouse.
Revenue from services generally arises from pilot projects for
customers and is recognised once the pilot has been completed and
the results notified to the customer. Pilot projects generally have
a duration of between 1 and 3 months.
Revenue from operating lease services rendered to customers is
recognised on a straight-line basis.
Revenue is shown net of value-added tax, returns, rebates and
discounts and after eliminating sales within the Group.
Interest income is accrued on a time basis by reference to the
principal outstanding and at the effective interest rate
applicable.
j) Share-based payments: The Group has applied the requirements
of IFRS2 Share-based Payments. The Group issues options to certain
employees. These options are measured at fair value (excluding the
effect of non-market based vesting conditions) at the date of
grant. The fair value determined at the grant date is expensed on a
straight-line basis over the vesting period based on the Group's
estimate of the shares that will eventually vest and adjusted for
the effect of non-market based vesting conditions.
Fair value is measured by use of the Black-Scholes model. The
expected life used in the model has been adjusted, based on
management's best estimate for the effects of non-transferability,
exercise restrictions and behavioural conditions.
k) Operating leases (Group as lessee): At inception of a
contract, the Group assesses whether a contract is, or contains a
lease. A lease is defined as 'a contract, or part of a contract,
that conveys the right to use an asset (the underlying asset) for a
period of time in exchange for consideration'. At lease
commencement date, the Group recognised a right of use asset and a
lease liability on the balance sheet. The right of use asset is
measured at cost, which is made up of the initial measurement of
the lease liability, any initial direct costs incurred by the
Group, an estimate of any costs to dismantle and remove the asset
at the end of the lease and any lease made in advance of the lease
commencement date (net of any incentives received).
The Group depreciates the right of use asset on a straight-line
basis from the lease commencement date to the earlier of the end of
the useful like of the right of use asset or the end of the lease
term. The Group also assesses the right of use asset for impairment
when such indicators exist. At the commencement date, the Group
measures the lease liability at the present value of the lease
payments unpaid at the date, discounted using the interest rate
implicit in the lease if that rate is readily available or the
Group's incremental borrowing rate. Lease payments included in the
measurement of the lease liability are made up of fixed payments,
variable payments based on an index or rate, amounts expected to be
payable under a residual value guarantee, and payments arising from
purchase and extension options reasonably certain to be
exercised.
Subsequent to initial measurement, the liability will be reduced
for payments made and increased for interest. It is remeasured to
reflect any reassessment or modification, or if there are changes
to fixed payments. When the lease liability is remeasured, the
corresponding adjustment is reflected in the right of use asset, or
profit and loss if the right of use asset is already reduced to
zero.
The Group has elected to account for short-term leases and
leases of low value assets using the practical expedients. Instead
of recognising a right of use assert and lease liability, the
payment in relation these are recognised as an expense in profit or
loss on a straight-line basis over the lease term. applicable to
operating leases where substantially all of the benefits and risks
of ownership remain with the lessor are charged to profit and loss
on the straight-line basis over the lease term.
l) Operating leases (Group as lessor): Assets leased to
customers under operating leases are included in property, plant
and equipment and are depreciated over their lease term down to
their anticipated realisable value on a straight-line basis.
Anticipated realisable values are regularly reassessed and the
impact upon the depreciation charge is adjusted prospectively.
m) Taxation: The charge for current tax is based on the results
for the period as adjusted for items that are non-assessable or
disallowed. It is calculated using rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability
method in respect of temporary differences arising from differences
between the carrying amount of assets and liabilities in the
financial statements and the corresponding tax basis used in the
computation of taxable profit. In principle, deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction which affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interest in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future.
Deferred tax is calculated at the rates that are expected to
apply when the asset or liability is settled. Deferred tax is
charged or credited in the statement of comprehensive income,
except when it relates to items credited or charged directly to
equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when they relate
to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net
basis.
n) Foreign currencies: Assets and liabilities in foreign
currencies are translated into sterling at the rates of exchange
ruling at the statement of financial position date. Transactions in
foreign currencies are translated into sterling at the rate of
exchange ruling at the date of transaction. Exchange differences
are taken into account in arriving at the operating result.
Profit and losses of overseas subsidiary undertakings are
translated into sterling at average rates for the year. The
statements of financial position of overseas subsidiary
undertakings are translated at the rate ruling at the statement of
financial position date. Differences arising from the translation
of Group investments in overseas subsidiary undertakings are
recognised as a separate component of equity.
Net exchange differences classified as equity are separately
tracked and the cumulative amount disclosed as a translation
reserve.
The principal place of business of the Group is the United
Kingdom with sterling being the functional currency.
2. Segmental reporting
Based on risks and returns, the directors consider that the
primary reporting business format is by business segment which is
currently just the supply of energy efficiency products, as this
forms the basis of internal reports that are regularly reviewed by
the Company's chief operating decision maker in order to allocate
resources to the segment and assess its performance. Therefore, the
disclosures for the primary segment have already been given in
interim financial information. The secondary reporting format is by
geographical analysis by destination. Non-UK revenues amounted to
GBP6k which were 5% of total revenues for the period.
During the period, sales to the Group's largest customers were
as follows:
Sales revenue % of total
revenue
GBP'000
Customer 1 76 63
Customer 2 13 11
Customer 3 10 8
Customer 4 5 4
3. Loss per share
The calculation of the basic loss per share is based on the loss
attributable to the ordinary shareholders, divided by the weighted
average number of shares in issue in the period.
Year to
6 months 6 months 30
to 31 December to 31 December June
2021 2020 2021
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Loss for the period (570) (310) (509)
Basic and Diluted:
Weighted average number of
shares in issue 14,630,643 3,626,964 8,899,259
Loss per share - basic and
diluted (3.90)P (8.55)p (5.73)p
4. Share capital
The Company's issued Ordinary share capital is:
Amount Number Number Number Number
of New of Ordinary of Deferred of New
Ordinary Shares Shares Deferred
Shares of 0.5p of 4.5p Shares
of 3p each each each of 0.49p
each
Allotted, called
up and fully
paid:
At 31 December
2021 GBP3,354,074 14,720,168 - 44,004,867 190,254,867
At 30 June 2021 GBP3,349,697 14,574,451 - 44,004,867 190,254,867
At 31 December
2020 GBP3,057,836 4,845,577 - 44,004,867 190,254,867
5. Share based payments
The Company has issued warrants that entitles the holders to
purchase shares in the Company with the warrants exercisable at the
price determined at the date of granting the warrant. The terms and
conditions of the grants issued are summarised below.
Contractual
Grant date Number of instruments Exercise price life of instruments
19 February
2 February 2021* 1,395,349 15p 2023
20 January 2021** 8,333,333 30p 19 January 2022
* Exercise of the warrants is subject to and conditional on the
Company's middle market share price for each of the five Business
Days immediately preceding the date of the warrant exercise notice
being equal to or exceeding 60p per share.
** There are no vesting conditions to be met and all warrants
are to be settled by the issue of shares.
The Group has recognised a charge of GBPnil arising from the
share based payments noted above in profit and loss for the period
ended 31 December 2021.
During the period 50,000 relevant share warrants were exercised
at a price of 30 pence per share.
At the period end there were 9,678,799 warrants outstanding.
Post period end, the 8,333,333 20 January 2021 warrants
expired.
6. Seasonality
The business of the Group is not seasonal.
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END
IR SDAFLFEESEID
(END) Dow Jones Newswires
March 31, 2022 11:02 ET (15:02 GMT)
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