REG - Tribe Technology PLC - Unaudited half year results
28/03/2024 07:00
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RNS Number : 6057I Tribe Technology PLC 28 March 2024
28 March 2024
Tribe Technology PLC
("Tribe Tech", the "Company", or the "Group")
Unaudited results for the half year ended 31 December 2023
Tribe Technology PLC (AIM: TRYB), a disruptive developer and manufacturer of
autonomous mining equipment, announces its unaudited half-year results for the
six months ended 31 December 2023 ("H1 2024" or the "period").
H1 2024 Operating Highlights
During the period the Company made significant progress in the product
development of the first generation autonomous TTDS GC 700 drill rig for
delivery to Major Drilling Group International Inc ("Major Drilling") ("Rig
1"), continued manufacturing its TTDS GC 700 drill rig ("Rig 2") for supply to
Anglo American plc ("Anglo American"), and continued field trials of its
sample system product line.
Rig 1 Supply for First Customer Major Drilling
1. Progressed Rig 1 to final assembly and testing.
2. Progressed software programming to enable core autonomous
functionality for factory testing.
Rig 2 Manufacturing Commenced for Second Customer Anglo American
1. Fabrication of key sub-assemblies and procurement of components for
Rig 2 continued at Tribe Tech's production facility in Northern Ireland.
2. Design and manufacturing improvement opportunities identified during
the production of Rig 1 have been implemented to improve the manufacturing
cycle time as well as optimise the supply chain for Rig 2.
Sample System
The Company has developed a novel reverse circulation ("RC") sampling system
for use with the TTDS GC 700 drill rig. This sample system consists of three
main modules - a cyclone, a sample splitter and a sample potting and handling
system - and has related patent applications. The Company has made these
modules available for sale individually or in combination for use with third
party drill rigs. The Company plans to conduct additional technology trials
with customers during the second quarter of 2024.
The Company secured a trial and customer demonstration site in December 2023,
located at the Australian Automation & Robotics Precinct ("AARP") in
Perth, Western Australia.
As announced by the Company in the trading update on 28 December 2024, further
field trials of the sample potting and handling system, originally anticipated
for late 2023, have been postponed to the second quarter of 2024. This is
expected to allow for customer feedback to be incorporated into the final
product design of the system.
Financial Highlights
· Trade and other receivables at 31 December 2023 were £1.61m (30 June
2023: £0.79m).
· Trade and other payables at 31 December 2023 were £3.59m (30 June
2023: £3.65m) including £2.12m of contract liabilities in relation to
revenue received in advance (30 June 2023: £1.85m).
· At the period-end, net assets/(liabilities) were £1.10m (30 June
2023: (£0.59m)).
· The loss for the six-month period was £2.62m (loss in period to 31
December 2022: £0.87m).
· Cash balance at 31 December 2023 was £3.25m (30 June 2023: £0.87m).
In line with the Company's announcement on 28 December 2023, revenues during
the period were lower than anticipated primarily due to delays to the TTDS GC
700 drill rig and sample system trials. However, the Company expects to
recognise its first revenues in the second half of this financial year.
During the period the Company entered into a £3.0 million secured term loan
facility agreement with BPC UK Lending DAC, details of which were announced on
25 October 2023.
Intellectual Property Progress
The Company is progressively building its intellectual property ("IP")
portfolio which consists of trademarks, know-how, trade secrets and patent
applications. In addition to the five patent applications filed by the Company
in June 2023, Tribe Tech has applied for an additional two patents with the UK
Patent Office related to drill rig technology with the objective of further
expanding and investing in the Company's IP portfolio.
Post Period
· On 27 March 2024 the Company announced the completion of the
Company's first TTDS GC 700 autonomous drill rig. The Company has issued a
completion of manufacturing invoice to the client, with revenue to be
recognised on the drill rig's arrival in Australia.
· Ancillary products (remote command hub, Sample System, and spares
& consumables) to support the deployment of Rig 2 are being manufactured
and sales have been realised in quarter one 2024.
· In the first quarter of 2024, the commercial team attended several
international mining trade shows such as PDAC (Toronto, Canada) and Indaba
(Cape Town, South Africa) where the Company has been promoting the TTDS 700GC
and Sample Systems.
· A Joint Development Agreement ("JDA") with Veracio Australia Pty Ltd
("Veracio"), a pioneering technology company with a principal focus on orebody
(mineral resource) knowledge, was announced on 28 February 2024 which could
lead to new diversified opportunities in mining production related drilling
which is a larger market than exploration and resource definition drilling.
Outlook
· Levels of commercial interest for our core products remains strong.
The Company expects the deployment of Rig 1 in the field to provide extensive
proof points for the existing technology and generate further customer
interest.
· Revenue is expected to be recognised in mid-2024 when Rig 1 arrives
in Australia at customer site.
· The JDA with Veracio will commence investigation of integrating Tribe
Tech's sampling system with Veracio assay-at-the-rig technology. If the
technologies are successfully integrated this could open up opportunities in
the drill & blast market.
· We expect to progress with further sales opportunities for our sample
system cyclone and splitter products during Q2 2024.
Chair and Chief Executive Officer's Statement
"We are excited and encouraged with the progress made since the trading update
announced on 28 December 2023. Tribe Tech continues to develop and manufacture
its world first autonomous RC drill rig. The first TTDS GC 700 completed
factory manufacturing, as announced on 27 March 2024, and is now undergoing
factory commissioning prior to shipment to Major Drilling in Western
Australia.
This is a very exciting time for the Company and the result of almost five
years of research and development efforts. The learnings from this
commissioning will provide invaluable data for further improvements on drill
rigs and beyond.
Our Sample System product line has also been undergoing extensive field trials
at the Australian Automation & Robotics Precinct (AARP) in Perth, Western
Australia. The AARP is a recent initiative by Development WA, the state
government's central development agency and Tribe Tech is pleased and proud to
be a partner.
H1 2024 was a major achievement for Tribe Tech with the Company successfully
completing its IPO on 5 September 2023. The £4.6m gross proceeds of the IPO
and £3m of debt from Beach Point Capital funded the Company's development and
production during H1 2024. The primary use of funds has been the continued
development and manufacture of our RC Drill Rigs and Sample System product
lines.
Furthermore, Tribe Tech has seen commercial interest from a number of
potential global customers, both drilling contractors and mine operators.
Given the growing market interest for our products, and our proprietary
technical expertise, we see the future of Tribe Tech to be one of growth and
innovation.
The Company wishes to thank all of our partners, customers, suppliers and
investors for continued support to deliver the world's first autonomous RC
drill rig and continue 'Automating the Toughest Tasks'."
Charlie King - Chief Executive Officer
Caroline Bault - Non-Executive Chair
For further information, please visit www.tribetechgroup.com
(http://www.tribetechgroup.com/) or contact:
Tribe Technology PLC via Tavistock
Charlie King, Chief Executive Officer
Eric Hampel, Chief Financial Officer
Allenby Capital Limited (Nominated Adviser and Broker) +44 20 3328 5656
John Depasquale / Vivek Bhardwaj / Lauren Wright (Corporate Finance) info@allenbycapital.com
Tony Quirke / Joscelin Pinnington (Sales & Corporate Broking)
Tavistock (Financial PR) +44 20 7920 3150
Rebecca Hislaire / Saskia Sizen tribetech@tavistock.co.uk
About Tribe Tech
Established in 2019, the Group was founded to create a safer, more efficient
work environment through the development of fully autonomous reverse
circulation drill rigs in the mining industry. The Group's core activities are
the development, in-house manufacturing, and sale of its autonomous RC Drill
Rigs incorporating its core proprietary intellectual property, the Tribe
Technology Drilling System ("TTDS").
Principal Activities
Tribe Tech continues to pursue its mission create a safer, more efficient work
environment in the mining industry through the development of fully autonomous
reverse circulation drill rigs. The Group's core activities are the
development, in-house manufacturing, and sale of autonomous Tribe Tech RC
Drill Rigs incorporating its core proprietary IP, the Tribe Tech Drilling
System.
Tribe has two core product lines:
· The TTDS GC 700 is a drill rig used for mineral exploration and
resource definition. This product has been developed and is being produced in
Tribe's 20,000 square foot leased facility in Northern Ireland.
· The second core product line is the Tribe Tech Sample System which
can be retrofit on existing RC drill rigs and sold to major miners and
drilling contractors.
CONDENSED CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME
Unaudited Unaudited
Six months to Six months to
31 December 2023
31 December 2022
Note
£'000 £'000
Continuing operations
Revenue - 17
Cost of sales (179) (154)
Gross loss (179) (137)
Other operating income 3 104 152
Administrative expenses 4 (2,584) (1,114)
Operating loss (2,659) (1,099)
Finance income 5 18 -
Finance expense 6 (151) (85)
Loss before taxation (2,792) (1,184)
Taxation 8 212 250
Loss for the period (2,580) (934)
Other comprehensive (loss)/income
Foreign currency retranslation (46) 65
Total comprehensive loss for the period attributable to owners of the parent (2,626) (869)
Loss per share from continuing operations attributable to owners of the
parent:
Basic and diluted loss per share (£) 9 (0.02) (0.01)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited
31 December 30 June
2023 2023
Note £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 255 206
Intangible assets 70 28
Right-of-use asset 10 369 523
Lease receivable 10 30 -
Total non-current assets 724 757
Current assets
Inventories 2,358 1,688
Trade and other receivables 1,608 795
Lease receivable 10 26 -
Cash and cash equivalents 3,259 879
Total current assets 7,251 3,362
Total assets 7,975 4,119
Liabilities
Current liabilities
Trade and other payables 11 1,843 1,921
Lease liabilities 10 177 209
Borrowings 12 112 220
Total current liabilities 2,132 2,350
Non-current liabilities
Borrowings 12 2,789 359
Lease liabilities 10 197 264
Other payables 11 1,755 1,737
Total non-current liabilities 4,741 2,360
Total liabilities 6,873 4,710
Net assets/(liabilities) 1,102 (591)
Equity
Share capital 13 111 61
Share premium 13 6,269 -
Shares to be issued 14 - 2,081
Merger reserve 14 3,183 1,690
Share-based payment reserve 14 85 4
Foreign exchange reserve 14 (118) (72)
Accumulated losses 14 (8,428) (4,355)
Total equity 1,102 (591)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share premium Shares to be issued Merger reserve Share-based payment reserve Foreign exchange reserve Accumulated losses Total
capital equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 01 July 2022 (Unaudited) 61 - 2,081 3,183 - (68) (2,559) 2,698
Comprehensive income
Loss for the year - - - - - - (3,289) (3,289)
Other comprehensive income - - - - - (4) - (4)
Transactions with owners
Share-based payments - - - - 4 - - 4
Balance at 30 June 2023 61 - 2,081 3,183 4 (72) (5,848) (591)
(Unaudited)
Balance at 01 July 2023 61 - 2,081 3,183 4 (72) (5,848) (591)
Comprehensive income
Loss for the year - - - - - - (2,580) (2,580)
Other comprehensive income - - - - - (46) - (46)
Transactions with owners
Issue of shares 50 6,638 (2,081) - - - - 4,607
Share issue costs - (369) - - - - - (369)
Share-based payments - - - - 81 - - 81
Balance at 31 December 2023 111 6,269 - 3,183 85 (118) (8,428) 1,102
(Unaudited)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited Unaudited
Six months to Six months to
31 December
31 December
2023 2022
Note £ £
Cash flow from operating activities
Loss before taxation from continuing activities (2,792) (1,184)
Adjustments for non-cash/non-operating items:
Depreciation of property, plant and equipment 19 12
Amortisation of intangible assets 8 4
Amortisation of right-of-use assets 10 95 60
(Gain)/loss on disposal of right-of-use assets 10 (9) 1
Shares issued in lieu of cash settlement 174 -
Share-based payment expense 14 81 -
Movement in provisions 18 -
Finance income 5 (18) -
Finance expense 6 151 85
(2,273) (1,022)
Increase in inventories (670) (606)
Increase in trade and other receivables (889) (432)
(Decrease)/increase in trade and other payables (78) 712
Cash used in operations (3,910) (1,348)
R&D tax credits received 287 250
Net cash used in operating activities (3,623) (1,098)
Cash flow from investing activities
Purchase of property, plant and equipment (67) (17)
Purchase of intangible assets (50) -
Interest received 18 -
Net cash used in investing activities (99) (17)
Cash flow from financing activities
Principal paid on lease liabilities 10 (94) (88)
Interest paid on lease liabilities 10 (17) (28)
Rental income from sublease 10 11 -
Issue of shares 4,433 -
Issue of shares in Tribe Technology Group Ltd - 1,336
Share issue costs (369) -
Repayment of borrowings (558) -
Proceeds from borrowings, net of costs 2,880 506
Other interest paid (134) (57)
Net cash generated from financing activities 6,152 1,669
Net increase in cash and cash equivalents 2,430 554
Cash and cash equivalents at the beginning of the period 879 232
Effect of foreign exchange rates (50) 60
Cash and cash equivalents at the end of the period 3,259 846
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Company information
Tribe Technology Plc (the "Company") is a public limited company, limited by
shares (not guarantee) and is incorporated and domiciled in Northern Ireland.
The address of the registered office is 7b Enterprise Way, Mallusk, Belfast,
BT36 4EW. The registered number of the Company is NI695862. The consolidated
interim financial statements consolidate those of the Company and its
subsidiaries.
2. Summary of significant accounting policies
Basis of preparation
These condensed consolidated interim financial statements include the results
of the Company and its subsidiaries ("the Group") for the six months ended 31
December 2023 and have not been audited. The comparative periods presented
have also not been audited due to these periods including the consolidated
financial statements of the Company and its subsidiaries as a result of the
share-for-share exchange, as detailed below. These condensed consolidated
interim financial statements do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006.
These condensed consolidated interim financial statements have been prepared
in accordance with AIM rules and the recognition and measurement requirements
of UK-adopted International Accounting Standards ("IFRS"). The condensed
consolidated interim financial statements have been prepared in accordance
with the accounting policies that will be applied in the Group's annual
financial statements for the period ending 30 June 2024.
The condensed consolidated interim financial statements are presented in
thousands of Pounds Sterling ("£'000"), which is the functional and
presentational currency of the Group.
On 20 June 2023, the Company entered into a share-for-share agreement pursuant
to which the Company acquired 100% of the share capital of Tribe Technology
Group Limited in exchange for shares in the Company. This transaction was
considered a combination of entities under common control and falls out of the
scope of IFRS 3 'Business Combinations'. IFRS does not specifically state how
combinations of entities under common control are accounted for. Therefore, in
accordance with IAS 8 'Accounting Policies, Changes in Accounting Estimates
and Errors', the Directors have considered merger accounting principles, as
set out in FRS 102, The Financial Reporting Standard applicable in the UK and
Republic of Ireland. Under this method, the financial statements of the
parties to the combination are aggregated and presented as though the
combining entities had always been part of the same group, therefore the
consolidated interim financial statements include the assets and liabilities
of the Group as at 31 December 2023 and in the comparative period to 30 June
2023. The opening consolidated statement of changes in equity as at 1 July
2022 includes the share capital of the Company and the reserves of the
combined Group. The investment by the Company in Tribe Technology Group
Limited is eliminated and the difference between the fair value and nominal
value of the shares was adjusted through the merger reserve in the Group
statement of financial position, along with any existing share premium in
Tribe Technology Group Limited.
Basis of consolidation
The consolidated interim financial statements consolidate the interim
financial statements and the results of the Company and its subsidiary
undertakings Tribe Technology Group Limited and Tribe Technology Group Pty
Ltd, made up to 31 December 2023.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases. Income, expenditure,
unrealised gains and intra-Group balances arising from transactions within the
Group are eliminated.
Going concern
The Group and Company do not yet generate significant revenue however, the
Group does have signed contracts in place with customers guaranteeing a
quantity of drill rig sales over the next five years which will generate
trading revenues once the rigs have been delivered to external customers. To
secure its working capital position the Group undertook an IPO on 5 September
2023, the proceeds from which will be applied towards the production of its
automated drill rigs. Subsequent to the IPO the Group also secured an
additional term debt facility of £3.0 million to further extend its working
capital. This facility has covenants which periodically test Cash Balance,
EBITDA, and Revenue of the Company. The Directors have prepared trading and
cash flow forecasts for at least 12 months from the date of approval of these
financial statements. After reviewing these forecasts and projections, the
Directors continue to adopt the going concern basis of accounting in the
preparation of the financial statements. The Directors note that as the
Group's products are in the development stage and have not yet completed
customer acceptance testing there remains a customer acceptance risk, or
should negative market conditions occur or projected sales fail to
materialise, or are delayed, there is a risk of the Group breaching the term
debt facility covenants which would lead to an event of default or the Group
needing to repay its debt facilities in full.
The interim financial statements have been prepared on a going concern basis
and do not include the adjustments that would be required should the going
concern basis of preparation no longer be appropriate.
3. Other operating income
Unaudited Unaudited
Period ended 31 December Period ended 31 December
2023 2022
£'000 £'000
Grants received 92 124
Other income 12 28
104 152
4. Expenses by nature
Operating loss is stated after charging/(crediting):
Unaudited Unaudited
Period ended 31 December Period ended 31 December
2023 2022
£'000 £'000
Depreciation of property, plant and equipment 19 12
Amortisation of intangible assets 8 2
Amortisation of right-of-use assets 94 61
(Gain)/loss on disposal of right-of-use assets (9) 2
Defined contribution pension plan 84 38
5. Finance income
Unaudited Unaudited
Period ended 31 December Period ended 31 December
2023 2022
£'000 £'000
Interest received on finance leases 2 -
Bank interest 16 -
Total finance income 18 -
6. Finance expense
Unaudited Unaudited
Period ended 31 December Period ended 31 December
2023 2022
£'000 £'000
Interest on bank loans & overdrafts 134 57
Interest on lease liabilities 17 28
Total finance expense 151 85
7. Segmental reporting
The Chief Operating Decision Maker ("CODM") has been identified as the
Directors. The CODM reviews the Group's internal reporting in order to assess
performance and allocate resources. The CODM has determined that there is one
single operating segment, the provision of drill rigs. Whilst the Group has
two separate revenue streams, in the UK and Australia, management considers
its principal activity is one single operating segment, with all revenue
streams and divisions of the Group having similar economic characteristics.
8. Taxation
Unaudited Unaudited
Period ended Period ended
31 December 31 December
2023 2022
£'000 £'000
Analysis of credit in the period
Current tax loss for the period - -
R&D tax credits 212 250
Total current tax 212 250
Deferred tax
Origination and reversal of timing differences - -
Total deferred tax - -
Tax credit per statement of comprehensive income 212 250
9. Loss per share
Basic and diluted loss per share
The calculation of basic and diluted loss per share is based on the loss
attributable to equity holders divided by the weighted average number of
shares in issue during the period.
The loss incurred by the Group means that the effect of any outstanding
warrants and options would be considered anti-dilutive and is ignored for the
purposes of the loss per share calculation.
The weighted average number of ordinary shares has been adjusted in both
periods presented for the effect of the 600:1 share subdivision that took
place in the period to 31 December 2023.
Unaudited Unaudited
Period ended Period ended
31 December 2022
31 December
£'000
2023
£'000
Loss for the period from continuing activities (2,626) (869)
Period ended Period ended
31 December 2022
31 December 2023
No.
No.
Weighted average number of ordinary shares 167,618,514 121,589,400
Period ended Period ended
31 December 2022
31 December 2023
Basic and diluted loss per share (£) (0.02) (0.01)
10. Leases
The Group as a lessee
The Group leases a number of assets in the jurisdictions from which it
operates in with all lease payments, in-substance, fixed over the lease term.
All expected future cash out flows are reflected within the measurement of the
lease liabilities at each period end.
Right-of-use assets
Leasehold property Software assets Equipment Motor vehicles Total
£'000
£'000
Cost £'000 £'000 £'000
At 1 July 2022 617 23 174 96 910
Additions 10 - 18 - 28
Disposals - - (36) (32) (68)
FX 29 (2) (1) (1) 25
At 30 June 2023 656 21 155 63 895
Amortisation
At 1 July 2022 154 4 24 8 190
Charge for the period 129 5 32 9 175
Disposals - - (3) (3) (6)
FX 13 - - - 13
At 30 June 2023 296 9 53 14 372
Net book amount
At 30 June 2023 360 12 102 49 523
Leasehold property Software assets Equipment Motor vehicles Total
£'000
£'000
Cost £'000 £'000 £'000
At 1 July 2023 656 21 155 63 895
Additions - - 11 - 11
Disposals (125) - - - (125)
FX (31) - - - (31)
At 31 December 2023 500 21 166 63 750
Amortisation
At 1 July 2023 296 9 53 14 372
Charge for the period 54 4 29 8 95
Disposals (69) - - - (69)
FX (17) - - - (17)
At 31 December 2023 264 13 82 22 381
Net book amount
At 31 December 2023 236 8 84 41 369
Lease liabilities
Leasehold property Software assets Equipment Motor vehicles Total
£'000
£'000
£'000 £'000 £'000
At 1 July 2022 488 19 118 77 702
Additions - - 15 - 15
Remeasurement (22) - - - (22)
Interest expense 33 2 10 7 52
FX 17 (2) - (2) 13
Lease payments (including interest) (152) (11) (55) (14) (232)
Disposals - - (29) (26) (55)
At 30 June 2023 364 8 59 42 473
At 1 July 2023 364 8 59 42 473
Additions - - 11 - 11
Interest expense 11 1 3 2 17
FX (16) - - - (16)
Lease payments (including interest) (75) (5) (26) (5) (111)
At 31 December 2023 284 4 47 39 374
Reconciliation of minimum lease payments and present value
31 December 2023 30 June
2023
£'000 £'000
Within 1 year 118 224
Later than 1 year and less than 5 years 291 300
After 5 years - -
Total including interest cash flows 409 524
Less: interest cash flows (35) (51)
Total principal cash flows 374 473
Classification of current and non-current lease liabilities
31 December 2023 30 June
2023
£'000 £'000
Current 177 209
Non-current 197 264
Total 374 473
The Group as a lessor
The Group sublets a leased property which is accounted for as a finance lease.
Lease receivable
Leasehold property
£'000
At 1 July 2023 -
Additions 65
Interest income 2
Lease payments received (13)
FX 2
At 31 December 2023 56
Reconciliation of minimum lease payments receivable and present value
31 December 2023 30 June
2023
£'000 £'000
Within 1 year 32 -
Later than 1 year and less than 5 years 29 -
After 5 years - -
Total including interest cash flows 61 -
Less: interest cash flows (5) -
Total principal cash flows 56 -
11. Trade and other payables
31 December 2023 30 June
2023
£'000 £'000
Amounts falling due within one year:
Trade payables 486 698
Social security and other taxes 74 149
Contract liabilities 1,075 800
Other payables 208 274
1,843 1,921
Amounts falling due after one year:
Contract liabilities 1,054 1,054
Other provisions 647 629
Deferred tax 54 54
1,755 1,737
A provision has been made for an amount of £647k (30 June 2023: £629k) by
the Group resulting from an onerous contract. This amount will be released
over the remainder of the contract in line with the accounting policy.
Contract liabilities includes deferred income relating to advance contract
payments.
12. Borrowings
31 December 2023 30 June
2023
£'000 £'000
Current:
Bank loans 112 220
Non-current:
Bank loans 2,789 359
Total borrowings 2,901 579
Bank loans include a facility entered into in the period of which £3m was
drawn down prior to the period end, bearing interest of 13% per annum and
repayable over 5 years, with payments of interest only for the first twelve
months. Transaction costs of £120k have been included. Amounts related to
this loan due less than one year total £96k with the remainder being repaid
post year end. A bank loan with a total principal amount of £500k, partly
drawn down in 2022 (£250k) and in 2023 (£250k), was repaid in full in the
period. The bank loans are secured by fixed and floating charges over the
Company's assets.
31 December 2023 30 June
2023
£'000 £'000
Opening balance 579 1,180
Proceeds from bank loans 2,880 740
Interest expense 134 106
Repayment of bank loans (including interest) (692) (1,447)
Closing balance 2,901 579
13. Share capital
Allotted, called up and fully paid 31 December 30 June
2023 2023
Number Number
Ordinary shares of £0.0005 each 221,947,771 116,587,800
A Ordinary shares of £0.0005 each - 5,000,400
Deferred shares of £0.0001 each - 7,334
Total share capital 221,947,771 121,595,534
The number of Ordinary and A Ordinary shares at 30 June 2023 have been
adjusted to reflect the 600:1 share subdivision that took place in the period
to 31 December 2023.
During the period ended 31 December 2023, the A Ordinary shares were converted
into Ordinary shares.
Deferred shares entitle shareholders to £0.01 in aggregate upon winding up
the Company but carry no voting rights. During the period ended 31 December
2023, the deferred shares were cancelled.
Movement in ordinary shares Number of shares Number of shares Share
capital Share
premium
£0.30 ordinary shares £0.0005 ordinary shares £ £
At 01 July 2022 2 - 1 -
Issue of shares 202,647 - 60,794 -
Cancellation of shares (2) - (1) -
At 30 June 2023 202,647 - 60,794 -
Effect of 600:1 share subdivision (202,647) 121,588,200 - -
Bonus issue of shares - 28,411,801 14,206 -
Issue of shares - cash - 71,947,770 35,974 6,638,429
- 221,947,771 110,974 6,638,429
Cost of share issue - - - (369,314)
At 31 December 2023 - 221,947,771 110,974 6,269,115
13. Reserves
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
Share premium represents any premiums received on issue of share capital. Any
transaction costs associated with the issue of shares are deducted from share
premium.
Shares to be issued
Shares to be issued represents cash received in advance of 26,018,710 shares
being issued in relation to advanced subscription agreements which are
considered equity, as the holders have no option to convert these back to
cash. They were settled on IPO of the Company at £0.08 per ordinary share.
Merger reserve
On 20 June 2023, Tribe Technology Plc acquired the 202,647 ordinary shares
(100% of the share capital) in Tribe Technology Group Limited, in return for
the issue of 202,647 ordinary shares with a nominal value of £0.3 each (refer
note 2). This transaction falls under section 612 of the Companies Act and
merger relief was applied.
On consolidation, the Company's investment in Tribe Technology Group Limited
is eliminated and the difference between the fair value of the consideration
and the share capital and share premium of Tribe Technology Group Limited is
recognised in the merger reserve, resulting in a merger reserve of
£3,183,000.
Share-based payments reserve
Cumulative fair value of options charged to the consolidated income statement
net of transfers to the profit or loss reserve on exercised and
cancelled/lapsed options.
Foreign exchange reserve
Exchange reserve represents the differences arising on translation of foreign
assets and liabilities.
Accumulated losses
Accumulated losses relate to cumulative net gains and losses less
distributions made.
14. Share-based payments
Share options
Tribe Technology Group Limited operated an equity-settled share-based
remuneration scheme for employees. These options were to lapse if the
individual leaves within 10 years from the date of grant if all vesting
conditions had not been met earlier. These options were superseded, and all
options were transferred into new options held by Tribe Technology Plc as part
of the share-for-share transaction that took place on 20 June 2023. The
exercisable options held were transferred to equivalent options.
The terms and conditions of the grants outstanding as at 31 December 2023 are
detailed below:
Date of grant No. of options Exercise price £ Vesting conditions Contractual life of options
30 June 2023 3,206,560 0.0005 See below* 10 years
*The options vest on the earlier of 2 years from the date of grant, or an exit
event, such as a sale or takeover.
The number of options and exercise price above have been adjusted for the
effect of a 600:1 share subdivision.
The fair value of options granted and outstanding were measured using the
Black-Scholes model, with the following inputs:
2023
Fair value at grant date £0.101
Share price £0.101
Exercise price £0.005
Expected volatility 56.5%
Option life 2 years
Risk free interest rate 4.97%
Details of the number of share options granted, exercised, lapsed and
outstanding at the end of each period as well as the weighted average exercise
prices in £ ("WAEP") are as follows:
31 December 2023 30 June
WAEP 2023 WAEP
Outstanding at beginning of period 3,206,560 0.0005 - -
Granted during the period - - 3,206,560 0.0005
Outstanding at year end 3,206,560 0.0005 3,206,560 0.0005
The number of share options and WAEP have been adjusted in all periods
presented for the effect of a 600:1 share subdivision which occurred during
the period.
As at 31 December 2023, the remaining contractual life for the options
outstanding is 9.47 years (30 June 2023: 9.98 years).
During the period, a share-based payment expense of £81k (31 December 2022:
£Nil) has been recognised in the statement of comprehensive income.
15. Share-based payments (continued)
Warrants
The Company grants warrants at its discretion to certain investors.
On 20 June 2023, as part of the share-for-share exchange, warrant holders
agreed to cancel the warrants in Tribe Technology Group Limited in
consideration of the issue by the Company of new warrants to subscribe for
shares in the Company.
The warrants granted in the period ended 31 December 2023 have an exercise
price of £0.07914 and may be exercised at any time until 1 June 2026.
Details of the number of warrants granted, exercised, lapsed and outstanding
at the end of each period as well as the WAEP in £ are as follows:
31 December 2023 30 June
WAEP 2023 WAEP
Outstanding at beginning of period 4,478,229 0.07914 - -
Granted during the period - - 4,478,229 0.07914
Outstanding at year end 4,478,229 0.07914 4,478,229 0.07914
The number of warrants and WAEP have been adjusted in all periods presented
for the effect of a 600:1 share subdivision which occurred during the period.
The remaining contractual life for the warrants outstanding is 2.42 years (30
June 2023: 2.92 years).
16. Events after the reporting period
There have been no significant events since the end of the reporting period.
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