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CYBA Cyba Plc

1.55
0.00 (0.00%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Cyba Plc LSE:CYBA London Ordinary Share GB00BMH18M70 ORD GBP0.0001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.55 1.50 1.60 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

CYBA PLC Half-year Report (6511Q)

29/10/2021 7:00am

UK Regulatory


Cyba (LSE:CYBA)
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TIDMCYBA

RNS Number : 6511Q

CYBA PLC

29 October 2021

29 October 2021

Cyba Plc

("Cyba" or the "Company")

Unaudited Half-Year Results for the Six Months Ended 30 June 2021

Cyba plc (LON:CYBA) the London Stock Exchange SPAC, announces its unaudited interim results for the six months to 30 June 2021.

These interim results will be posted to the Company's website shortly at https://cybaplc.com.

 
 Robert Mitchell   CYBA                  Tel: +44 (0) 20 3468 
                                                         2212 
 Peter Krens       Tennyson Securities    Tel: +44 (0)207 186 
                                                         9030 
                  --------------------  --------------------- 
 

CHAIRMAN'S STATEMENT

I am pleased to announce the Company's interim results for the period ended 30 June 2021.

Financial review

The Company incurred a loss of GBP849,000 in the period (GBP735,000 for 6 months ended 30 June 2020). The majority of this comprises the expenditure relating to the admission of the Company onto the Main market of the London Stock Exchange in March of this year. Furthermore, additional expenditure was incurred conducting due diligence on the Narf transaction.

The Company had a cash position of GBP889,000 as at 30 June 2021 (2020: GBP547,000) after advancing $2million (GBP1.44m) to the Narf Group at the time of signing the SPA with the sellers. Basic loss per share of 2p is also consistent with the prior period (2p).

Outlook

The Company's near-term goal remains focused on completing the Narf Transaction, which following the regulatory approval from the Committee on Foreign Investment in the United States ("CFIUS") can now proceed without further delay, subject to FCA and Takeover Panel approval.

On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.

We look forward to updating shareholders on our progress in due course.

Robert Mitchell

Chairman

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS

The Directors confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.

By order of the Board

Rory Heier

Director

Consolidated statement of comprehensive income

 
                                                    Six months      Six months     Nine months 
                                                         ended           ended           ended 
                                                       30 June         30 June     31 December 
                                                          2021            2020            2020 
                                                   (Unaudited)     (Unaudited)       (Audited) 
                                         Notes             GBP             GBP             GBP 
--------------------------------------  ------  --------------  --------------  -------------- 
 
 Administrative expenses                   5         (849,077)       (735,439)     (1,201,272) 
--------------------------------------  ------  --------------  --------------  -------------- 
 
 Finance costs                                            (53)            (39)            (62) 
 
 Loss before taxation                                (849,130)       (735,478)     (1,201,334) 
 Income tax expense                                          -               -               - 
--------------------------------------  ------  --------------  --------------  -------------- 
 
 Loss for the period attributable 
  to equity holders of the 
  parent company                                     (849,130)       (735,478)     (1,201,334) 
--------------------------------------  ------  --------------  --------------  -------------- 
 
 Other comprehensive income/(expense) 
 Gain/(loss) on translation 
  of parent net assets and 
  results from functional 
  currency into presentation 
  currency                                                   -               -               - 
--------------------------------------  ------  --------------  --------------  -------------- 
 
 Total comprehensive loss 
  for the period                                     (849,130)       (735,478)     (1,201,334) 
--------------------------------------  ------  --------------  --------------  -------------- 
 
 Earnings per share 
 Earnings per share (basis 
  can diluted) attributable 
  to the equity holders (pence)            3           (0.2) (          (0.2)(          (0.3)) 
--------------------------------------  ------  --------------  --------------  -------------- 
 
 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 
                                               At 30 June    At 30 June   At 31 December 
                                                     2021          2020             2020 
                                                Unaudited     Unaudited          Audited 
                                      Notes           GBP           GBP              GBP 
-----------------------------------  ------  ------------  ------------  --------------- 
 
   Assets 
 Current assets 
 Trade and other receivables                       31,537        44,486           24,037 
 Short term investments                         1,445,296             -                - 
 Cash and cash equivalents                        889,352       547,134        1,261,997 
-----------------------------------  ------  ------------  ------------  --------------- 
 Total current assets                           2,366,185       501,620        1,286,034 
-----------------------------------  ------  ------------  ------------  --------------- 
 Total assets                                   2,366,185       501,620        1,286,034 
-----------------------------------  ------  ------------  ------------  --------------- 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                         395,026       229,724          365,746 
 Total current liabilities                        395,026       229,724          365,746 
-----------------------------------  ------  ------------  ------------  --------------- 
 Total liabilities                                395,026       229,724          365,746 
-----------------------------------  ------  ------------  ------------  --------------- 
 
 Capital and reserves attributable 
  to shareholders 
 Share capital                          4          62,453        31,878           52,453 
 Share premium                                  5,358,048     1,936,168        3,468,048 
 Warrants reserve                                  24,137        24,137           24,137 
 Accumulated losses                           (3,473,479)   (1,720,287)      (2,624,349) 
-----------------------------------  ------  ------------  ------------  --------------- 
 Total capital and reserves                     1,971,159       271,896          920,288 
-----------------------------------  ------  ------------  ------------  --------------- 
 Total equity and liabilities                   2,366,185       501,620        1,286,034 
-----------------------------------  ------  ------------  ------------  --------------- 
 

Consolidated statements of changes in equity

 
                                         Share       Share    Warrant   Accumulated 
                                       capital     premium    reserve        losses         Total 
                                           GBP         GBP        GBP           GBP           GBP 
-----------------------------------  ---------  ----------  ---------  ------------  ------------ 
 At 1 January 2020 (unaudited)          30,978   1,757,068     24,137     (984,809)       827,374 
 Loss for the period                         -           -          -     (735,478)     (735,478) 
 Other comprehensive income 
  for the period                             -           -          -             -             - 
-----------------------------------  ---------  ----------  ---------  ------------  ------------ 
 Total comprehensive loss 
  for the period                             -           -          -     (735,478)     (735,478) 
 Issue of shares                           900     179,100          -             -       180,000 
 At 30 June 2020 (unaudited)            31,878   1,936,168     24,137   (1,720,287)       271,896 
-----------------------------------  ---------  ----------  ---------  ------------  ------------ 
 
 
 Balance at 1 April 2020 (audited)      30,978   1,757,068     24,137   (1,423,016)       389,167 
 Loss for the period                         -           -          -   (1,201,334)   (1,201,334) 
 Other comprehensive income 
  for the period                             -           -          -             -             - 
-----------------------------------  ---------  ----------  ---------  ------------  ------------ 
 Total comprehensive loss 
  for the year                               -           -          -   (1,201,334)   (1,201,334) 
 Issue of shares                        21,475   1,923,863          -             -     1,945,338 
 Costs related to share issues               -   (212,883)          -             -     (212,883) 
 
 At 1 January 2021 (audited)            52,453   3,468,048     24,137   (2,624,349)       920,288 
-----------------------------------  ---------  ----------  ---------  ------------  ------------ 
 Loss for the period                         -           -          -     (849,130)     (849,130) 
 Other comprehensive income 
  for the year                               -           -          -             -             - 
-----------------------------------  ---------  ----------  ---------  ------------  ------------ 
 Total comprehensive loss 
  for the year                                                            (849,130)     (849,130) 
 Issue of shares                        10,000   1,890,000          -             -     1,900,000 
 At 30 June 2021 (unaudited)            62,453   5,358,048     24,137   (3,473,479)     1,971,159 
-----------------------------------  ---------  ----------  ---------  ------------  ------------ 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                            Six months   Six months    Nine months 
                                                 ended        ended          ended 
                                               30 June      30 June    31 December 
                                                  2021         2020           2020 
                                             Unaudited    Unaudited        Audited 
                                                   GBP          GBP            GBP 
---------------------------------------   ------------  -----------  ------------- 
 Cash flow from operating activities 
 Loss before taxation                        (849,130)    (735,438)    (1,201,334) 
 Adjustments for: 
 Share-based payments charge                         -            -         24,750 
 Operating cashflows before 
  working capital changes                    (849,130)    (735,438)    (1,176,584) 
 Changes in working capital: 
 (Increase)/decrease in receivable             (7,499)            -         20,449 
 Increase in payables                           29,280      229,724        157,450 
----------------------------------------  ------------  -----------  ------------- 
 Net cash used in operating activities       (827,349)    (505,714)      (998,685) 
----------------------------------------  ------------  -----------  ------------- 
 
 Financing activities 
 Issue of ordinary shares                    2,000,000      180,000      1,920,588 
 Costs of share issue                        (100,000)            -      (212,883) 
 Net cash flow from financing 
  activities                                  1,900,00      180,000      1,707,705 
----------------------------------------  ------------  -----------  ------------- 
 
 Investing activities 
 Short term investments                    (1,445,296)            -              - 
---------------------------------------   ------------  -----------  ------------- 
 Net cash flow from investing              (1,445,296)            -              - 
  activities 
---------------------------------------   ------------  -----------  ------------- 
 Net Increase in cash and cash 
  equivalents in the period                  (372,645)    (325,714)        709,020 
 
 Cash and cash equivalents at 
  the beginning of the period                1,261,997      872,848        552,977 
 
 Effect of the translation of 
  cash balances into presentation 
  currency                                           -            -              - 
 Total cash and cash equivalents 
  at the end of the period,                    889,352      547,134      1,261,997 
----------------------------------------  ------------  -----------  ------------- 
 

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

1. General information and basis of preparation

The principal activity of Cyba Plc (the "Company") is to identify potential companies, businesses or asset(s) in the Cyber Security sector that will increase shareholder value. The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 5 Fleet Place, London EC4M 7RD. The Company's registered number is 11701224.

2. Accounting policies

The Company Financial statements are presented in Sterling.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by the EU ("IFRS") and the requirements of the Companies Act applicable to companies reporting under IFRS.

The preparation of the Company financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Company's accounting policies. The Company's accounting policies as well as the areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the Company financial statements are disclosed in the audited annual report for the year ended 31 December 2020 and are available on the Company's website.

In the opinion of the management, the interim unaudited consolidated financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information. The interim unaudited consolidated financial information should be read in conjunction with the Company's audited financial statements and notes for the year ended 31 December 2020.

Going concern

The Company financial statements have been prepared on a going concern basis as the Directors have assessed the Company's ability to continue in operational existence for the foreseeable future. The operations are currently being financed by issuances of new equity. The Company is reliant on the continuing support from its shareholders and the expected support of future shareholders. The Company financial statements do not include the adjustments that would result if the Group were not to continue as a going concern.

Current asset investments

During the period the company made an investment in Narf Industries LLC and Narf Industries PR LLC (together, the "Narf Group"). This investment has been classified as a Current asset. It is expected to be reclassified as a Non-current asset investment when the acquisition is completed.

   2.   Segmental analysis 

In the opinion of the directors, the Company is primarily organised into a single operating segment. This is consistent with the Company's internal reporting to the chief operating decision maker. Separate segmental disclosures have therefore not been included.

   3.   Loss per share 

The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue. Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.

The following reflects the loss and share data used in the basic and diluted loss per share computations:

 
                                                                 For six       For nine 
                                                                  months         months 
                                            For six months         ended          ended 
                                                     ended       30 June    31 December 
                                              30 June 2021          2020           2020 
                                                 Unaudited     Unaudited        Audited 
-----------------------------------------  ---------------  ------------  ------------- 
 
 Loss after tax                                  (849,130)     (735,478)    (1,201,334) 
 Weighted average number of ordinary 
  shares of GBP0.0001 in issue                 548,969,444   314,280,000    374,933,182 
 Effect of dilutive options and warrants                               -              - 
 Weighted average number of ordinary 
  shares of GBP0.01 in issue inclusive 
  of outstanding dilutive options and 
  warrants                                     548,969,444   314,280,000    374,933,182 
 Loss per share - basic and fully 
  diluted (pence)                                    (0.2)         (0.2)          (0.3) 
-----------------------------------------  ---------------  ------------  ------------- 
 

At 30 June 2021, 31 December 2020 and 30 June 2020, the effect of all potentially dilutive instruments was anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation.

Warrants, that could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS for the periods presented:

 
                                                                    For six 
                                                                     months   For nine months 
                                                For six months        ended             ended 
                                                         ended      30 June       31 December 
                                                  30 June 2021         2020              2020 
                                                     Unaudited    Unaudited           Audited 
---------------------------------------------  ---------------  -----------  ---------------- 
 Warrants given to shareholders as 
  a part of placing equity instruments 
  - fully vested at the end of the 
  respective period                                 12,000,000   12,000,000        12,000,000 
---------------------------------------------  ---------------  -----------  ---------------- 
 Total instruments fully vested                     12,000,000   12,000,000        12,000,000 
---------------------------------------------  ---------------  -----------  ---------------- 
 Total number of instruments and potentially 
  issuable instruments (vested and 
  not vested) not included into the 
  fully diluted EPS calculation                     12,000,000   12,000,000        12,000,000 
---------------------------------------------  ---------------  -----------  ---------------- 
 
   4.      Share capital 

Issued equity share capital

 
                               At 30 June 2021             At 30 June         At 31 December 
                                     Unaudited                   2020                   2020 
                                                            Unaudited                Audited 
                         ---------------------  ---------------------  --------------------- 
                               Number      GBP        Number      GBP        Number      GBP 
-----------------------  ------------  -------  ------------  -------  ------------  ------- 
 Issued and fully paid 
 Ordinary Shares of 
  GBP0.0001 each          624,525,000   62,453   318,780,000   31,878   524,525,000   52,453 
 

On 13 May 2021 the Company completed a placement of 100,000,000 ordinary shares of GBP0.0001 at a price of 2p per ordinary share to raise GBP2 million before expenses to new and existing shareholders.

Warrants

On 30 June 2021, the following warrants were in issue:

 
 Warrant exercise price     Number of warrants   Expiry date       Fair value 
                                       granted                  of individual 
                                                                       option 
 GBP0.01                            12,000,000    8 Mar 2022         GBP0.002 
 Total warrants in issue 
  at 30 June 2021                   12,000,000 
-------------------------  -------------------  ------------  --------------- 
 
   5.   Administrative expenses 
 
                                             For six                        For nine 
                                              months                          months 
                                               ended   For six months          ended 
                                             30 June            ended    31 December 
                                                2021      30June 2020           2020 
                                           Unaudited        Unaudited        Audited 
                                                 GBP              GBP            GBP 
 --------------------------------------  -----------  ---------------  ------------- 
 
 This is stated after charging: 
 Auditor's remuneration 
 -audit of the Company                         7,500            7,500         15,000 
 -non-audit services                               -                -              - 
 Corporate finance services                   10,000                -         12,500 
 Directors' remuneration                     133,478          132,857        205,900 
 Legal, professional and consultancy 
 fees                                        188,204          112,451        355,115 
 Other expenses                              509,948          482,670        612,819 
--------------------------------------   -----------  ---------------  ------------- 
 
 
   6.   Post balance sheet events 

There were no significant events subsequent to the balance sheet date.

ENDS

About CYBA plc

CYBA plc ("CYBA") is a special purpose acquisition company ("SPAC") seeking suitable acquisition targets in the Cyber Security sector. CYBA intends to implement its strategy focussed on building a group capable of offering Cyber and Cybersecurity solutions in the US and beyond.

The Company intends to leverage the deep industry knowledge of its board and associates to undertake due diligence on the commercial attributes of a target entity's business.

For further information on the Company please visit www.cybaplc.com , with the Company's Prospectus to be found at www.cybaplc.com/investor-relations/corporate-documents

Forward-looking statements

Certain statements in this announcement constitute "forward-looking statements". Forward-looking statements include statements concerning the plans, objectives, goals, strategies and future operations and performance of the Company and the assumptions underlying these forward-looking statements. The Company uses the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "may", "will", "should", and any similar expressions to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company's actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company is not obliged, and does not intend, to update or to revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by any applicable law or regulation. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the cautionary statements contained throughout this announcement. As a result of these risks, uncertainties and assumptions, a prospective investor should not place undue reliance on these forward-looking statements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

IR FFFLLIDLTFIL

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October 29, 2021 02:00 ET (06:00 GMT)

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