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.
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END
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