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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Dg Innovate Plc | LSE:DGI | London | Ordinary Share | GB00BYQD5059 | ORD 0.01P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.005 | -3.92% | 0.1225 | 0.12 | 0.125 | 0.1275 | 0.1225 | 0.1275 | 28,558,882 | 11:46:27 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Engineering Services | 441k | -8.06M | -0.0008 | -1.50 | 12.28M |
From Apr 2022 to Apr 2024
TIDMDGI
RNS Number : 2587B
DG Innovate PLC
30 September 2022
30 September 2022
DG Innovate plc
("DG Innovate ", the "Company", or the "Group")
Interim results for the six months ended 30 June 2022
DG Innovate (LSE: DGI), the advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage, announces the Company's unaudited interim results for the six months ended 30 June 2022.
DG Innovate was previously Path Investments plc and the results cover both the period prior to the Company's acquisition of Deregallera Holdings Ltd (formerly DG Innovate Limited) ("DGI") on 8 April 2022, when the Company was an investment company, and post the consolidation of DGI from 8 April 2022.
Highlights
Hot Features
Premium
Successful completion of the acquisition of DGI and
-- accompanying funding, raising GBP4.6 million in gross
proceeds in April 2022
Commencement of an acceleration programme to advance
-- commercial progress with the Company's suite of electric
mobility and storage technologies
Funding secured from the Ford Low Carbon Vehicle Transformation
-- Fund to support the Company's ongoing electric motor
development programme being carried out in conjunction
with global heavy vehicle components supplier, Meritor
Post Period Highlights
Appointment of Peter Tierney as the Company's new Chief
-- Executive Officer from 1 July 2022
Testing of 250kW Pareta(c) high-performance electric vehicle
-- drive underway with further cycle testing ongoing
Collaborative commercial dialogue continues to gather momentum
-- with key partners and launch customers
UK Government Advanced Propulsion Centre funding secured
-- for the Company's SUPAR pilot production project, designed
to optimise the Pareta(R) high performance electric vehicle
drives to enable substantial upscaling to commercial scale
production
Hard carbon anode material testing underway with positive
-- initial results
Commenting Nick Tulloch, Non-Executive Chairman of DG Innovate said: "The first half of 2022 was transformational for the Company, as we completed the reverse takeover of DGI to become DG Innovate plc. Since the completion of the reverse takeover significant progress has been made and post-period end, Peter Tierney was appointed as our new CEO. We believe Peter's significant experience in operating and developing growth-orientated service and manufacturing businesses makes him the ideal candidate to lead the Company as we seek to commercialise our exciting suite of electric mobility and storage technologies, evolving into a differentiated supplier to a number of industry sectors. We look forward to providing further updates in due course."
For further information please contact:
DG Innovate plc C/O IFC Peter Tierney Jack Allardyce IFC Advisory (Financial PR & IR) 020 3934 6630 Tim Metcalfe dginnovate@investor-focus.co.uk Zach Cohen Grant Thornton UK LLP (Financial Adviser) Samantha Harrison Jamie Barklem Daphne Zhang Ciara Donnelly 020 7383 5100 OvalX (Joint Broker) 020 7392 1400 Tom Curran Thomas Smith WH Ireland (Joint Broker) 020 7220 1666 Chris Hardie Megan Liddell
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
About DG Innovate
DG Innovate is an advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage, using abundant materials and the best engineering and scientific practices. DG Innovate is currently developing its products alongside a number of major manufacturers across the transportation and energy sectors, research institutions and the UK Government, and has filed 18 patents worldwide. DG Innovate's current research and development activities are broadly split into two areas, focusing on novel electric motor technologies and energy storage solutions. Its two main products are:
- Enhanced Drive Technology (EDT) - High efficiency, lightweight, cost-effective electric motors and electronics;
- Enhanced Battery Technology (EBT) - Sodium-ion batteries offering a sustainable energy storage solution at similar/greater energy density to incumbent technologies at a lower cost, increased safety with lower environmental footprint.
Further information may be found at: https://www.dgiplc.com
Chairman's Report
The period under review was transformational for the Company, as we published our prospectus and completed the reverse takeover of DGI, becoming DG Innovate plc in the process. We continue to believe that DGI's IP and the quality of the team offers exciting growth opportunities in the electric mobility and energy storage sectors and remain committed to DGI's ethos of developing sustainable and environmentally considerate technologies.
We were also delighted with the support of new and existing shareholders in raising GBP4.6 million and to strengthen our Board through the appointments of a number of new non-executive directors. Their varied but very relevant experience across sectors and disciplines will be put to excellent use as DGI seeks to commercialise its technologies and widen its opportunity set.
Post-period, we announced the appointment of Peter Tierney as our new CEO. We believe Peter's significant experience in operating and developing growth-orientated service and manufacturing businesses makes him the ideal candidate to lead the Company as we seek to commercialise our exciting suite of electric mobility and storage technologies, evolving into a differentiated supplier to a number of industry sectors.
As subsequently announced, the testing of our 250kw Pareta(c) high-performance electric vehicle drive is underway, we have been fortunate to attract financial support from the UK Government's Advanced Propulsion Centre for our Scale up Readiness Validation of Parallel Motor for Automotive Applications' ("SUPAR") project and work continues on our sustainable hard carbon anode material.
We look forward to providing further updates in due course.
Nick Tulloch
Non-Executive Chairman
30 September 2022
Financial Review
For the six months to 30 June 2022, the Group recorded a loss before tax of GBP6,227,231, of which 5,094,074 was an exceptional charge relating to the reverse takeover of DGI. There was negligible revenue in the period other than GBP344,831 of grant income.
Cash flow
As at 30 June 2022 the Group held cash of GBP1,650,352.
Chief Executive Remuneration
The Company's announcement on 16 May 2022 detailing the appointment of Peter Tierney as the Company's new Chief Executive Officer stated, inter alia, that It had been agreed by the Company and Mr Tierney, at his election and request, that for the months of July, August and September 2022 his monthly salary value, would be paid to him in the equivalent value of shares in the Company, based on the closing offer price of the Company's shares, on the last business day of each relevant month. Given the relatively depressed price of the Company's shares on the London Stock Exchange over this period Mr Tierney has agreed with the Company to instead take his remuneration in cash to avoid unnecessary dilutive share issuance at this time.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2022
Six months Six months Year ended
ended ended 31 December
Notes 30 June 30 June
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
Revenue
Grant income 344,831 675,816 985,623
Other income 5,307 833 3,037
Administrative expenses 3 (1,171,059) (777,670) (1,884,976)
Loss on investment - (49,463) (49,463)
Share based payments (265,934) - -
------------ ----------- -------------
Total administrative expenses (1,436,993) (827,133) (1,934,439)
Operating loss (1,086,855) (150,484) (945,779)
Reverse acquisition expenses (5,094,074) - -
Finance income 81 4 230
Finance cost (49,855) (50,676) (113,134)
Loss on ordinary activities
before taxation (6,230,703) (201,156) (1,058,683)
Tax on loss on ordinary activities 3,472 52,068 52,068
Loss for the period and total
comprehensive loss for period (6,227,231) (149,088) (1,006,615)
============ =========== =============
Loss per share (pence)
- Basic & diluted 4 (0.15) (3.84) (25.90)
All operating income and operating gains and losses relate to continuing activities.
There was no other comprehensive income for the year (30 June 2021: GBPNil; 31 December 2021: GBPNil).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2022
Share Share Reverse Share Retained Total
Capital Premium Acquisition Option Earnings
Reserve Reserve
GBP GBP GBP GBP GBP GBP
As at 1 January
2022 2,029,464 - 67,843 - 87,453 2,184,760
Comprehensive
income
Loss for the period - - - - (6,227,231) (6,227,231)
Share based payments - - - 265,934 - 265,934
---------- ----------- ------------- --------- -------------- --------------
Total comprehensive
loss - - - 265,934 (6,227,231) (5,961,297)
Transactions
with owners
Share issue 5,397,451 26,987,256 (26,576,428) - - 5,808,279
Share issue 1,415,800 3,036,806 - - - 4,452,606
As at 30 June
2022 8,842,715 30,024,062 (26,508,585) 265,934 (6,139,778) 6,484,348
---------- ----------- ------------- --------- -------------- --------------
Share Share Reverse Share Retained Total
Capital Premium Acquisition Option Earnings
Reserve Reserve
GBP GBP GBP GBP GBP GBP
As at 1 January
2021 14,613 2,082,694 - - 1,094,068 3,191,375
Comprehensive
income
Loss for the period - - - - (1,006,615) (1,006,615)
Total comprehensive
loss - - - - (1,006,615) (1,006,615)
Reverse acquisition (14,613) (2,082,694) 2,097,307 - - -
Parent Company
equity 2,029,464 - (2,029,464) - - -
As at 31 December
2021 2,029,464 - 67,843 - 87,453 2,184,760
---------- ------------ ------------- --------- -------------- --------------
Share Share Reverse Share Retained Total
Capital Premium Acquisition Option Earnings
Reserve Reserve
GBP GBP GBP GBP GBP GBP
As at 1 January
2021 14,613 2,082,694 - - 1,094,068 3,191,375
Comprehensive
income
Loss for the period - - - - (149,088) (149,088)
Total comprehensive
loss - - - - (149,088) (149,088)
Reverse acquisition (14,613) (2,082,694) 2,097,307 - - -
Parent Company
equity 2,029,464 - (2,029,464) - - -
As at 30 June
2021 2,029,464 - 67,843 - 944,980 3,042,287
---------- ------------ ------------- --------- ------------ ------------
The Share Capital represents the nominal value of the equity shares. The Share Premium represents the amount subscribed for share capital, in excess of the nominal amount, less costs directly relating to the issue of shares.
The Share option reserve represents share-based payments which represents the cumulative fair value of options and warrants granted.
Reverse acquisition reserve was created due to the reverse acquisition of DGI.
CONSOLIDATED statement of financial position
FOR THE SIX MONTHSED 30 JUNE 2022
As at As at As at
30 30 31 December
Notes June June
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
ASSETS
Fixed assets 5 868,540 528,701 859,651
Intangible asset 6 4,171,835 3,666,811 3,459,484
Current assets
Trade and other receivables 7 969,736 235,178 164,082
Cash and cash equivalents 1,650,352 138,502 57,455
------------- ------------ -------------
2,620,088 373,680 221,537
LIABILITIES
Current liabilities
Trade and other payables 8 (620,032) (1,151,483) (1,151,615)
------------- ------------ -------------
Net Current Assets/(Liabilities) 2,000,056 (777,803) (930,078)
------------- ------------ -------------
NON CURRENT LIABILITIES 9 (556,082) (375,422) (1,204,297)
(556,082) (375,422) (1,204,297)
NET ASSETS 6,484,349 3,042,287 2,184,760
============= ============ =============
SHAREHOLDERS' EQUITY
Called up share capital 10 8,842,715 2,029,464 2,029,464
Share premium account 30,024,062 - -
Share option reserve 265,934 - -
Reverse acquisition reserve (26,508,585) 67,843 67,843
Retained earnings (6,139,778) 944,980 87,453
------------- ------------ -------------
TOTAL EQUITY 6,484,349 3,042,287 2,184,760
============= ============ =============
CONSOLIDATED statement of cash flows
FOR THE SIX MONTHSED 30 JUNE 2022
Six months Six months Year ended
to 30 June to 30 June 31 December
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
Operating loss (1,086,855) (149,088) (1,006,615)
(Increase)/Decrease in debtors (805,654) 31,382 102,252
Increase in creditors 28,109 80,252 425,198
Amortisation 207,328 212,326 419,653
Depreciation 95,170 48,505 104,577
Disposal of asset - 50,151 50,151
Share based payments 265,934 - -
------------ ------------ -------------
Net cash generated from/(used
in) operating activities (1,295,968) 273,528 95,216
------------ ------------ -------------
Cash flows from investing activities
Purchase of fixed assets (104,059) (4,082) (391,104)
Purchase of intangible fixed assets (919,679) (505,416) (505,416)
Interest received 81 4 230
------------ ------------ -------------
Net cash used in investing activities (1,023,657) (509,494) (896,290)
------------ ------------ -------------
Cash flows from financing activities
Issue of share capital 5,210,661 - -
Decrease in borrowings (1,298,139) - (5,939)
Refund of shareholders funds - - (110,000)
Increase in loans - - 600,000
Net cash generated from financing
activities 3,912,522 - 484,061
Net increase/(decrease) in cash
and cash equivalents 1,592,897 (235,966) (317,013)
Cash and cash equivalents at beginning
of period 57,455 374,468 374,468
------------ ------------ -------------
Cash and cash equivalents at end
of period 1,650,352 138,502 57,455
============ ============ =============
CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2022
1. GENERAL INFORMATION
DG Innovate Plc is a public limited company incorporated in the United Kingdom, registered under company number 04006413. The address of the registered office is 15 Victoria Mews, Millfield Road, Cottingley Business Park, Bingley, West Yorkshire, BD16 1PY. At the start of the period under review the Company was a cash shell whose strategy was to deliver material acquisitions in the energy sector. In April 2022 the Company completed the acquisition of DGI, becoming an advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage.
The consolidated financial information represents the results of DG Innovate Plc and its subsidiaries (together referred to as Group).
On 8 April 2022, Path Investments Plc changed its name to DG Innovate Plc following the acquisition of Deregallera Holdings Ltd (formerly DG Innovate Limited) ("DGI").
2. ACCOUNTING POLICIES 2.1 Basis of preparation
The condensed consolidated interim financial statements are presented in UK Sterling and all values are rounded to the nearest pound except where indicated otherwise.
The condensed consolidated interim financial statements have been prepared under the historical cost convention or fair value where appropriate.
The results for the six months to 30 June 2022 have been prepared on the basis of the accounting policies set out in the company's 2021 annual report and accounts along with standards which have become effective after 31 December 2021. The interim accounts do not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The auditor has reported on the 2021 accounts of DG Innovate PLC and the report was unqualified and did not contain a statement under section 498(2) of (3) of the Companies Act 2006 and the 2021 report and accounts have been filed with the registrar of companies. Under reverse acquisition accounting the comparatives comprise details of the group prior to the reverse takeover and as a result these figures are not audited.
During the period, there have been no changes in the nature of the related party transactions from those described in the Company's 2021 accounts.
2.2 Responsibility statement
The directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the United Kingdom and as issued by the IASB and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely;
a) An indication of the important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
b) Material related party transactions in the first six months and any material changes in related party transactions described in the last annual report.
2.3 Segmental reporting
a. Primary segment - business
The Group has only one business segment, which is development of technology.
b. Secondary segment - geographical
The Group's loss for the period was derived wholly from activities undertaken in the United Kingdom. The Group's net assets are located entirely in the United Kingdom.
2.4 Reverse acquisition
On 8 April 2022, the Company acquired DGI via a reverse takeover which resulted in the Company becoming the ultimate holding company of the Group. The transaction was accounted for as a reverse acquisition since it did not meet the definition of a business combination under IFRS 3. In accordance with IFRS 2, a share-based payment expense equal to the deemed cost of the acquisition less the fair value of the net assets of the Company at acquisition was recognised. The comparatives within the consolidated statement of financial position, the consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated cashflow statement represent that of the legal subsidiary and accounting acquirer, DGI. In the consolidated statement of financial position, the share capital and premium as at 31 December 2021 is that of the Company (DG Innovate plc) with the reverse acquisition reserve representing the difference between the deemed cost of the acquisition and the net assets of the Company as at 7 April 2022. The consolidated statement of comprehensive income for the period represents the results of both DG Innovate Plc and DGI. For more details on the key terms of the reverse takeover, see note 13.
3. ADMINISTRATIVE EXPENSES
Six months Six months Year ended
to 30 June to 30 June 31 December
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
Directors remuneration 486,241 79,364 160,008
Other administrative expenses 684,818 698,306 1,724,968
------------ ------------ -------------
1,171,059 777,670 1,884,976
------------ ------------ -------------
4. LOSS PER SHARE
The calculation of the basic and diluted loss per share is based on the loss on ordinary activities after taxation of and on the weighted average number of ordinary shares in issue.
There was no dilutive effect from the share options or convertible loan notes outstanding during the period.
In order to calculate the diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares according to IAS33. Dilutive potential ordinary shares include convertible loan notes and share options granted to Directors and consultants where the exercise price (adjusted according to IAS33) is less than the average market price of the Company's ordinary shares during the period.
The weighted average number of shares is calculated using the number of DGI plc shares owned by the accounting acquirer DGI pre and post the reverse takeover on 8 April 2022.
Six months Six months Year ended
to 30 June to 30 June 31 December
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
Net loss for the period (6,227,231) (149,088) (1,006,615)
-------------- ------------ -------------
The weighted average number
of shares in the period were:
Basic and dilutive ordinary
shares 4,105,884,193 3,886,287 3,886,287
-------------- ------------ -------------
Basic and dilutive earnings/(loss)
per share (pence) (0.15) (3.84) (25.90)
-------------- ------------ -------------
5. FIXED ASSETS
Fixtures Motor Vehicles Total
&
Equipment
GBP GBP GBP
Cost
At 1 January 2022 2,137,062 - 2,137,062
Additions 18,305 85,754 104,059
At 30 June 2022 2,155,367 85,754 2,241,121
Depreciation
Depreciation at 1 January
2022 1,277,411 - 1,277,411
Charge in the period 70,318 24,852 95,170
Depreciation at 30 June 2022 1,347,729 24,852 1,372,581
Carrying value
At 30 June 2022 807,638 60,902 868,540
At 31 December 2021 859,651 - 859,651
At 30 June 2021 528,701 - 528,701
6. intangible ASSETS
IPR & Total
Patents
GBP GBP
Cost
At 1 January 2022 5,669,081 5,669,081
Additions 919,679 919,679
At 30 June 2022 6,588,760 6,588,760
Amortisation
Amortisation at 1 January 2022 2,209,597 2,209,597
Charge in the period 207,328 207,328
Amortisation at 30 June 2022 2,416,925 2,416,925
Carrying value
At 30 June 2022 4,171,835 4,171,835
At 31 December 2021 3,459,484 3,459,484
At 30 June 2021 3,666,811 3,666,811
On 8 April 2022 the Company completed the reverse takeover and acquired 100% of the ordinary share capital of Deregallera Holdings Ltd, a company incorporated in England and Wales.
No impairment has been accounted for this interim period. An impairment review will be carried out at the year-end.
7. TRade and other RECEIVABLES
As at 30 As at 30 As at 31
June June December
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
Prepayments 30,518 28,679 30,607
Other taxes and social security 429,096 71,266 85,270
Other debtors 510,122 135,233 48,205
969,736 235,178 164,082
---------- ---------- ----------
Also included in other debtors are amounts repayable of GBP355,610 (30 June 2021: GBPNil; 31 December 2021: GBPnil) by certain Directors in respect of incorrectly awarded bonuses.
Other taxes and social security comprise the tax suffered on the bonuses noted above and VAT repayable.
8. TRade and other payables
As at 30 As at 30 As at 31
June June December
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
Trade payables 412,954 497,490 384,265
Accruals and deferred income 46,134 2,500 2,500
Other taxes and social security 32,111 - -
Loans 79,233 651,493 715,250
Leases 49,600 - 49,600
---------- ---------- ----------
620,032 1,151,483 1,151,615
---------- ---------- ----------
9. non current liabilities
As at 30 As at 30 As at 31
June June December
2022 2021 2021
Unaudited Unaudited Unaudited
GBP GBP GBP
Loans 228,121 307,353 880,675
Leases 247,235 - 256,803
Other creditors 80,726 68,069 66,819
---------- ---------- ----------
556,082 375,422 1,204,297
---------- ---------- ----------
10. SHARE Capital
Unaudited Unaudited
Allotted, called up and No GBP
fully paid
Ordinary Ordinary
Shares of Shares of
0.1p each 0.1p each
At 1 January 2021 (unaudited) 202,610,469 202,611
Issued in period 1,826,853,333 1,826,853
At 31 December 2021 (unaudited) 2,029,463,802 2,029,464
---------------- ------------
At 1 January 2022 2,029,463,802 2,029,464
Issued in period 6,813,251,305 6,813,251
---------------- ------------
At 30 June 2022 (unaudited) 8,842,715,107 8,842,715
---------------- ------------
11. share options and warrants
Movement in the number of options and warrants outstanding and their related weighted average exercise price, since 31 December 2021 are as follows:
At 30 June 2022 At 31 December 2021
& 30 June 2021
Number of Weighted average exercise Number of Weighted average exercise price
Options & price per share Options & per share
Warrants Warrants
At 1 January 2,983,297,500 2.5p 73,787,500 3.0p
Granted 1,109,783,754 0.1p 2,910,110,000 0.1p
Exercised (830,800,000) 0.1p - -
Expired or waived (40,000,000) 0.1p (600,000) 280p
------------------- -------------- ------------------------------- -------------- --------------------------------
At period end 3,222,281,254 0.1p 2,983,297,500 2.5p
------------------- -------------- ------------------------------- -------------- --------------------------------
The following share options have been granted by the Company and are outstanding as at the period end of 30 June 2022:
Date Number Granted Exercised Lapsed/ Number Weighted Expiry
of grant of ordinary during during waived of ordinary average date
shares under period period during shares under exercise
option at period option at price
1 January 30 June
2022 2022
30/03/2017 4,000,000 - - - 4,000,000 0.1p 29/03/2027
30/03/2017 5,875,000 - - - 5,875,000 1p 29/03/2027
30/03/2017 2,937,500 - - - 2,937,500 2p 29/03/2027
08/10/2020 60,375,000 - - - 60,375,000 0.1p 07/10/2030
18/03/2021 1,289,310,000 - - (40,000,000) 1,249,310,000 0.1p 18/03/2031
13/04/2022 - 439,383,754 - - 439,383,754 0.1p 13/04/2032
Total 1,362,497,500 439,383,754 - (40,000,000) 1,761,881,254 0.1p
------------ -------------- ------------ ---------- ------------- -------------- ---------- -----------
All options outstanding at the year end are exercisable at that date.
The following warrants have been granted by the Company:
Date Number Granted Exercised Lapsed Number Weighted Exercise
of grant of warrants during during period during of warrants average date
at period period at 31 December exercise
1 January 2021 price
2022
18/03/2021 830,800,000 - (830,800,000) - - 0.25p 18/03/2026
18/03/2021 790,000,000 - - - 790,000,000 0.5p 18/03/2026
08/04/2022 - 670,400,000 - - 670,400,000 0.25p 08/04/2032
------------ -------------- -------------- --------------- -------- ---------------- ---------- -----------
Total 1,620,800,000 1,620,800,000 (830,800,000) - 1,460,400,000 0.375p
------------ -------------- -------------- --------------- -------- ---------------- ---------- -----------
In April 2022 the Company raised (before expenses) GBP2,550,000 by way of a subscription for 510,000,000 new ordinary shares at a price of 0.5 pence each. Further, the Company raised an additional GBP2,077,000 following the irrevocable exercise of 830,800,000 Warrants (0.25p). Participants in the Fundraise were issued warrants and the company allotted a total of 670,400,000 Warrants (1p) on the basis that: (i) one Warrant (1p) was issued to each Subscriber for every two Subscription Shares issued to each Subscriber, resulting in the issue of 255,000,000 Warrants (1p); and (ii) one Warrant (1p) will be issued to each holder of Warrants (0.25p) for every two Warrants (0.25p) exercised pursuant to the Warrant Exercise Notices, which resulted in the issue of 415,400,000 Warrants (1p).
The fair value of equity settled share options and warrants granted is estimated at the date of grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model:
Warrants Options Options Options Options
------------------------ --------- ---------- ----------- ---------- ----------
Date of grant 26 Feb 08 Apr 18 Mar 18 Mar 18 Oct
2021 2022 2021 2021 2020
Expected volatility 31% 31% 31% 31% 50%
Expected life 5 years 10 years 2 years 10 years 10 years
Risk-free interest 2.00% 2.00% 2.00% 2.00% 2.50%
rate
Expected dividend - - - - -
yield
Possibility - - - - -
of ceasing employment
before vesting
Fair value per - - - - -
option/warrant
0.001p 0.19p 0.10p 0.15p 0.6p
------------------------ --------- ---------- ----------- ---------- ----------
The expense recognised by the Group for share based payments during the period ended 30 June 2022 GBP265,934 was (30 June 2021: GBPnil; 31 December 2021: GBPnil).
The average volatility is used in determining the share based payment expense to be recognised in the period. This was calculated by reference to the standard deviation of the share price over the preceding 12-month period.
12. related party transactions
Share Options
The following share options were held by the directors during the year:
Director Date of grant Held at Surrendered Granted Held at Exercise
1 January during the during the 30 June price
2022 year Period 2021
--------------- --------------- -------------- ------------ ------------ -------------- ---------
C Theis 08/10/2020 42,500,000 - - 42,500,000 GBP0.001
18/03/2021 739,520,000 - - 739,520,000 GBP0.001
13/04/2022 - - 78,052,051 78,052,051 GBP0.001
N Fitzpatrick 18/03/2021 162,820,000 - - 162,820,000 GBP0.001
J Allardyce 18/03/2021 62,500,000 - - 62,500,000 GBP0.001
13/04/2022 - - 156,105,002 156,105,002 GBP0.001
M Boughtwood 13/04/2022 - 156,105,002 156,105,002 GBP0.001
-------------- ------------ ------------ --------------
Total 1,007,340,000 - 390,262,055 1,397,602,052
-------------- ------------ ------------ --------------
Transaction with related party
During the period Gareth Boughtwood (son of Martin Boughtwood, a director in the Group) was paid GBP5,000 (30 June 2021: GBPNil; 31 December 2021: GBPNil) in respect of IT services.
Other debtors
Included in other debtors are balances due from the following Directors who served in the period, in respect of bonuses incorrectly awarded during the period and deemed to be held in trust. Chris Theis GBP137,369 (30 June 2021: GBPNil; 31 December 2021: GBPNil), Brent Fitzpatrick GBP83,005 (30 June 2021: GBPNil; 31 December 2021: GBPNil) Jack Allardyce GBP96,268 (30 June 2021: GBPNil; 31 December 2021: GBPNil), Nicholas Tulloch GBP38,968 (30 June 2021: GBPNil; 31 December 2021: GBPNil).
13. Reverse Acquisition
On 8 April 2022 the Company announced the completion of the reverse acquisition of Deregallera Holdings Ltd (formerly DG Innovate Limited) ("DGI") for an initial consideration of GBP32.4 million satisfied by the issue to the DGI Shareholders of 5,397,451,305 Initial Consideration Shares at a deemed issue price of 0.6 pence per Ordinary Share.
Further conditional deferred consideration of up to GBP5.4 million, to be satisfied by the issue of up to 895,610,844 Deferred Consideration Shares on the first anniversary of completion, will become payable should DGI sign one or more supply agreements for the provision of their motor technology with certain defined customers prior to this date with a combined potential value of GBP5.0 million or more.
On acquisition, the assets, liabilities and contingent liabilities of subsidiaries are measured at their fair values at the date of acquisition. Any excess cost of acquisition over net fair values of the identifiable assets, liabilities and contingent liabilities acquired is recognised as an expense under IFRS 2 equity settled transactions. Any deficiency of the cost of acquisition below the net fair values of the identifiable assets, liabilities and contingent liabilities acquired is credited to the Statement of Comprehensive Income in the year of acquisition.
Due to the Company being a non-operating entity which was not classified as a business under IFRS 3 Business Combinations ("IFRS 3"), the transaction does not fall under the scope of this standard and is not a business combination but an equity-settled transaction which should be accounted for in accordance with IFRS 2 Share-based Payment ("IFRS 2"). However, the IFRS 3 guidance on reverse acquisitions should still be followed, under which despite the Company being the legal acquirer of DGI, it should be considered the acquiree for accounting purposes.
Accordingly the following accounting treatment has been applied in respect of the reverse acquisition:
1. DGI was the deemed accounting acquirer.
2. The presentation of the consolidated financial statements of the legal parent (DG Innovate Plc) is a continuation of the accounting acquirer's financial statements.
3. Consolidated financial statements for the period ended 30 June 2022 for the Group present the results of DGI from 1 January 2022 to 7 April 2022 and the enlarged group thereafter. The comparative results for the period ended 30 June 2021 and 31 December 2021 represent those of the DGI business, prior to the reverse takeover.
4. The equity structure appearing in the Group financial statements reflects the equity structure of the legal parent (DG Innovate Plc), including the shares issued and shares to be issued under the share for share exchange to effect the business combination.
5. The retained earnings and other equity balances recognised in the Group financial statements reflect the retained earnings and other equity balances of the DGI business immediately before the business combination and includes that of the group after the reverse takeover on 8 April 2022.
6. The reverse acquisition reserve relates to adjustments in respect of 4 and 5 above for the reverse acquisition between DG Innovate Plc and DGI.
As the accounting acquirer (DGI) is deemed to have acquired the shares of the Company, the fair value of the shares of the Company should be used to measure the consideration paid. This is calculated as the number of DGI plc shares multiplied by the quoted market price of DGI plc (Path Investments plc at the time). The consideration is then split into net assets acquired, with the difference representing the cost to DGI for obtaining a listing. This difference has been expensed within "reverse acquisition expenses" in accordance with IFRS 2.
Details of the fair value of the acquisition are as follows:
Fair Value of assets acquired
GBP
Cash & Cash equivalents 41,088
Loans 911,934
Fixed assets 82,546
Trade payables (552,590)
Other payables (97,500)
Net assets acquired 385,748
Listing expense 5,094,074
Consideration 5,479,552
The Listing Expense is attributable to the difference between the net assets acquired and the fair value of the Company on the 7 April 2022.
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END
IR UKRARUOUKUUR
(END) Dow Jones Newswires
September 30, 2022 02:02 ET (06:02 GMT)
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