Interim results

Source: RNS
RNS Number : 8971E
Gelion PLC
16 March 2022
 

16 March 2022

 

Gelion plc

("Gelion" or the "Company")

 

Interim Results for the six months ended 31 December 2021

Company to embrace commercial opportunities after transformative period

 

Gelion plc (AIM: GELN), the Anglo-Australian energy storage innovator, is pleased to announce its unaudited interim results for the half-year ended 31 December 2021.

 

Financial and operational highlights

 

·     Successful IPO and admitted to the London Stock Exchange's AIM on 30 November 2021, accompanied   by an oversubscribed placing to new and existing shareholders raising £16m.

·     Qualified for the LSE Green Economy Mark on admission.

·     Completed a successful pre-IPO funding round of £6m in September 2021 with existing and new                 investors including from UK, Australia and Singapore.

·  Additional funds have enabled the acceleration of investment into strategic recruitment,       building production capacity with our manufacturing partners and formation of partnerships in pursuit     of the Company's commercialisation strategies.

·     The Company is well capitalised with cash on the balance sheet of £20.6 million as at 31 December 2021.

 

Post period highlights

 

·   Signed a contract with Acciona Energía to test and supply Gelion batteries for potential commercial deployment.

·     Strengthened the Board and senior management with the appointment of interim Chief Executive Officer Hannah McCaughey and Chief Operating Officer Simon Mouat in March 2022.

 

Dr Steve Mahon, Non-Executive Chairman, commented:

 

"The past six months have been transformative for Gelion. Our fundraising and listing on the London Stock Exchange's AIM market have provided the funds and platform to: accelerate the commercialisation of the Company's innovative energy storage technology; further develop our strategic partnerships to build and distribute our Endure batteries; establish a lithium-additive mobile energy division; and support investment into strategic hires in production, sales and research capacity. 

 

"With regard to the leadership of Gelion, on behalf of the Board, I would like to thank our outgoing CEO Andrew Grimes who did a great job over the past few years and in taking the company public. 

 

"We are delighted to have welcomed Hannah McCaughey as our interim CEO and Simon Mouat as our Chief Operating Officer, who will support the next phase of transformation of Gelion to a commercial-led, global company for the renewable energy storage sector. 

 

"Geopolitical tensions dictate that security of energy supply is every bit as important as decarbonisation. Gelion is now well-placed to capitalise on opportunities in this rapidly growing arena of energy transition."

 

For further information please visit www.gelion.com or contact:

 

Gelion plc

Hannah McCaughey, Chief Executive Officer

Thomas Maschmeyer, Founder and Principal Technology Advisor

Marcus Strom, Corporate Communications

 

via Alma PR

finnCap Ltd (Nominated Adviser and Sole Broker)           

Christopher Raggett (Corporate Finance)

Seamus Fricker (Corporate Finance)

Fergus Sullivan (Corporate Finance)

Barney Hayward (ECM)

 

+44 207 220 0500

Alma PR (Financial PR Adviser)

Justine James   

Josh Royston

Hannah Campbell

+44 20 3405 0205

gelion@almapr.co.uk

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

About Gelion

Gelion (LON: GELN) is listed on the London Stock Exchange AIM market. It was founded as a spin-out from the University of Sydney in 2015 by Professor Thomas Maschmeyer, a world leading chemist who was awarded the Australian Prime Minister's Prize for Innovation 2020.

 

Gelion is a global renewable-energy storage innovator. By designing leading-edge battery technology for stationary and mobile energy, the Company supports the transition to a sustainable economy while delivering value for customers and investors.

 

·    The Gelion Endure battery uses low-cost, abundant raw materials and is based on a chemistry that is     highly resistant to fire.

·    The batteries are scalable, using lead-acid battery manufacturing technology, and the Company expects  to develop megawatt-hour capacity for large-scale infrastructure, including for solar and wind farms.

·  With applications in agriculture, mining, water management and irrigation the battery is highly adaptable for off-grid use.

 

In addition to investing in the growth of its zinc-bromide technology, the Company will use funding to develop its mobile energy division to enhance existing lithium-ion and lithium-sulfur battery technologies used in electric vehicles (EVs) and the emerging market in electric aviation.

 

For the mobile market, Gelion's technology pipeline includes:

 

·   Highly tuneable, low-cost silicon nanoparticle additives for next-generation advanced lithium-ion       batteries, which are safer and have higher energy density.

·    A low-cost additive, which increases the lifetime of lithium-sulfur batteries by more than four times,     delivering up to three times higher energy by weight than conventional lithium-ion batteries.

 

Using additive technology developed by its R&D team, which cooperates closely with scientists at the School of Chemistry and the University of Sydney Nano Institute, Gelion will develop and license additives for advanced lithium-silicon and lithium-sulfur technologies for ultra-high-density batteries to extend the cycle-life and safety of mobile energy storage.

Gelion qualified for the LSE Green Economy Mark which recognises London-listed companies and funds that derive more than 50% of their revenues from products and services that are contributing the environmental objectives such as climate change mitigation and adaptation, waste and pollution reduction, and the circular economy. 

 

Interim Results for the six months to 31 December 2021

 

Chairman's Report

 

Gelion has successfully transformed from a private company to listing on the internationally recognised AIM market of the London Stock Exchange.

 

The funds raised through our IPO and the enhanced public profile of the Company as a PLC will support the acceleration of our plans to become a significant provider of safe, robust and scalable renewable energy storage solutions to the world market.

 

The global climate crisis will need bold policy alongside technical and commercial solutions, to ensure we maintain our planet as a prosperous, healthy and viable place to live. Gelion is committed to playing our part in positively impacting global decarbonisation.

 

The Company is focused on commercial solutions for the successful transition to a sustainable economy through the storage of renewable energy. The design and delivery of innovative battery technologies will play a pivotal role in enabling that transition while providing value for both our customers and investors.

 

In the six months to 31 December 2021, Gelion established a performance additives division aimed at providing significant improvements for lithium-ion batteries for the mobile energy storage sector; made senior hires to support our strategic goals; established and executed commercial partnerships; prepared our main commercial offering, the Gelion Endure battery, for field deployment; and importantly raised £22 million through our pre-IPO and IPO process.

 

The listing on the London Stock Exchange's AIM provides a platform to enable us to accelerate our battery technology to market as well as provide further access to the dynamic capital and liquidity available via AIM to meet the anticipated demand for renewable energy storage over the coming years. The global energy storage market is poised to grow over the next decade, with BloombergNEF recently forecasting investment worth $US262 billion by the end of 2030.

 

This presents a great opportunity for us to leverage the supportive investment community on AIM, to take our battery technology to Asia, Europe and North America.

 

Our strategy

 

Company growth will be built around two central strategies:

 

·    Manufacturing partnerships in key markets to make and distribute our patented non-flow, zinc-bromide Endure battery; and

 

·    Licensing agreements that access our patented advanced lithium-silicon and lithium-sulfur performance additives to enhance lithium-ion mobile energy storage.

 

Gelion has made significant headway in executing this twin-track strategy to grow the Company, through the completion and advancement of a range of commercial agreements; further development of our technology; efficient utilisation of funds raised; adherence to our high standard of corporate governance; and implementation of sustainability policies.

 

Our senior management and staff have achieved impressive results while negotiating the various impacts from the COVID-19 pandemic.

 

In the six months to 31 December 2021, we have achieved the following:

 

Commercial developments

 

Stationary energy (Endure batteries)

 

·   Executed our partnership with Battery Energy Power Solutions (Australia), which will manufacture  and distribute the Endure battery in Australian markets.

·   Initiated construction of our pilot manufacturing line for the Endure zinc-bromide battery at the Battery Energy factory in Sydney.

·    Announced a 100MWh off-take agreement with Mayur Renewables, a division of Mayur Resources, to provide batteries for renewable energy projects in Papua New Guinea.

·   Finalised details for our test-and-supply contract with Acciona Energía, the contract was signed in February 2022. Acciona Energia are one of Europe's largest renewable energy companies providing solar PV farms and wind farms globally. Acciona will expand its provision of large-scale batteries globally. Gelion was selected after Acciona conducted a world-wide search for break-through stationary energy storage solutions.

·    Signed a total 400MWh in signed off-take agreements to provide future customers with Endure zinc-bromide battery systems.

 

Mobile energy (Li-ion performance additives)

 

·    Gelion has established a new Performance Additives division to commercialise two high performance additives for lithium-based batteries for electric vehicles and electric aviation.

·   The performance additives are focussed on improving the energy density, safety, and cycle-life of lithium-ion and lithium sulphur batteries.

 

Technology development

 

Stationary energy (Endure batteries)

 

·    Established design parameters for the Endure 4.1e battery. This iteration of the Endure battery will be rigorously tested in lab and field ahead of our first commercial product, Endure Gen 5.

·   Successful global search for a new role of Engineering Director was finalised in January 2022. This position will oversee the deployment and integration of the Company's energy storage systems with customers and commercial partners.

 

Mobile energy (Li-ion performance additives)

 

·    Technical team built for lithium-silicon and lithium-sulfur battery additive development.

·    Multi-layer full pouch cell demonstration using silicon anode with capacity of 440 mAh/g.

·    Lithium-silicon binder and electrolyte optimisation improved LiSi cycle-life sevenfold.

 

Financial

 

·   Ahead of the IPO on 30 November 2021, the Company raised £6 million from investors, with an additional £16 million of new capital raised directly as part of Gelion's admission to AIM.

·    The Company's entire issued share capital was admitted to trading on AIM on 30 November 2021 at a price of 145 pence each and market capitalisation of £154.4 million.

·    The Company is well capitalised with cash on the balance sheet of £20.6 million as at 31 December 2021.

 

The Board

 

Upon admission to AIM, a new Board took over governance of the Company. Dr Steve Mahon became Non-Executive Chairman of the company, with Professor Thomas Maschmeyer, who had been Executive Chairman of Gelion as a private company moving to Non-Executive Director and Principal Technology Advisor.

 

Board of Directors:

·    Dr Steve Mahon, Non-Executive Chairman

·    Andrew Grimes, Chief Executive Officer (departed 4 March 2022)

·    Amit Gupta, Chief Financial Officer

·    Professor Thomas Maschmeyer, Non-Executive Director and Principal Technology Advisor

·    Michael Davie, Non-Executive Director

·    Joycelyn Morton, Non-Executive Director

 

The Board considers Michael Davie and Joycelyn Morton to be independent directors.

 

Subsequently, Hannah McCaughey was appointed to the Board in March 2022 as CEO, replacing Andrew Grimes.

 

The Board has established three committees:

·    Audit and Risk Committee: Joycelyn Morton (Chair), Dr Steve Mahon and Michael Davie

·    Remuneration Committee: Michael Davie (Chair), Joycelyn Morton and Dr Steve Mahon

·    ESG Committee: Dr Steve Mahon (chair), Hannah McCaughey and Michael Davie

 

COVID-19 impact

The Company has operated in accordance with public health directives throughout the COVID-19 pandemic. Thanks to the dedication of Gelion staff and successful flexible work arrangements, the Company has maintained good progress on workflow.

However, like other businesses worldwide, the Company has been forced to adjust commercial, production, research, personnel and financial activities and timetables in order to manage impacts from the global COVID-19 pandemic. These impacts, while manageable, are ongoing, and have included:

·    Disruption to laboratory and research work timetables given lockdowns and the intermittent halting of international travel

·    Shipping and procurement delays

·    Delays to (and in one case cancellation of) in-field product testing

·    Delays to international recruitment of technical and scientific staff.

 

Sustainability

 

Upon admission to the London Stock Exchange's AIM market, Gelion received the London Stock Exchange Green Economy Mark. This is bestowed upon listed companies that generate 50% or more of their total annual revenues from products and services to the global green economy. 100% of Gelion's products and services meet these criteria.

 

The Gelion Board has established the Environment, Sustainability and Governance committee to oversee the implementation of our environmental policy. The Company and its operations are closely aligned with six United Nations Sustainable Development Goals: Goal 6 (Clean Water & Sanitation); Goal 7 (Affordable & Clean Energy); Goal 9 (Industry, Innovation & Infrastructure); Goal 11 (Sustainable Cities & Communities); Goal 12 (Responsible Consumption & Production); and Goal 13 (Climate Action).

 

Independent market intelligence and analytics consultants, Boundless Impact Research & Analytics, assessed Gelion for our climate impact. The report was published in July 2021.

 

Boundless awarded Gelion 9.7 points out of a maximum possible 10 points for our Climate Impact Score. This score measures environmental key performance indicators across seven benchmarks: cost, carbon payback, water footprint, greenhouse gas emission, volatile organic compound emissions, energy footprint and carbon return on investment.

 

The Climate Impact Report noted that Gelion's battery technology "uses materials that are abundant, inexpensive, recyclable and abuse tolerant, resulting in environmental and commercial advantages over lead-acid and lithium-ion batteries".

 

Post-reporting period update

 

·    In March 2022, the Board appointed Hannah McCaughey as CEO for an interim nine-month period  and Simon Mouat as Chief Operating Officer.

·   In January 2022, Gelion signed a test-and-supply contract with Acciona Energía, one of Europe's largest sustainable energy companies, to integrate its Endure battery technology into one of Acciona Energía's solar photovoltaic plants in northern Spain for a six- to 12-month period starting second half 2022.

·    If this trial integration is successful, the Endure battery is expected to form part of Acciona Energía's supplier portfolio as a renewable energy storage provider.

·    In January 2022, we appointed an Engineering Director and Corporate Communications Manager.

 

Outlook

 

Gelion remains on track to deliver results in line with our ambitious goals as set out in our Admission Document.

 

Demand for alternative stationary energy storage solutions is increasing faster than expected, due to increased supply-chain pinch points affecting the dominant technology in the energy storage market, lithium-ion batteries. 

 

In the 12 months to February 2022, the price for lithium carbonate, the base raw material for lithium-ion batteries, skyrocketed 476%, with a run-on impact into battery prices and supply-chain bottlenecks. This price squeeze is being further exacerbated by the increase cost of nickel, which is a being used as a replacement material in lithium batteries for the conflict mineral cobalt.

 

At the same time, uncertainty around the future of the lead-acid battery market continues. The Gelion Endure stationary energy storage platform offers a bridge for lead-acid battery manufacturers to retool production lines with low CapEx to produce our zinc-bromide batteries. This offers established battery companies a way to move from a sunset industry to embrace the future of renewables. 

 

Rising energy costs, in Europe in particular, are also forcing the pace on the energy transition from fossil fuels to renewables. The wholesale electricity price in Germany more than tripled last year to an average €97/MWh compared with 2020, according to the Institute of Energy Economics at the University of Cologne. 

 

Heightened geopolitical tensions have led to a general impact on material supplies and prices. This, plus ongoing precipitous increases in global oil and gas prices serve to highlight the need to reduce our reliance on fossil fuels and further invest in energy storage technologies.

 

This means an expanded opportunity for Gelion to provide energy solutions as demand increases for renewable energy storage, which lithium-ion will not be able to meet on its own. 

 

As lithium prices soar, resources are being prioritised for electric vehicles and mobile electronic consumables, creating increased pressure on prices and supply for stationary energy storage. 

 

Technology companies looking to invest in renewables are increasingly eager to diversify the raw material base for renewable energy storage systems. Given the significant cost and safety upside for zinc-bromide technology, Gelion is well placed to take advantage of these favourable market dynamics and increase our agreements to supply energy beyond 500MWh into gigawatt-hour scales. 

 

Given the success of our fundraising through the IPO process and the continued support of significant investors, our cash position remains strong.  

 

This cash position will allow us to invest in commercial partnerships, capital expenditure, research & development and strategic staff hires to execute our plans to become a significant global supplier of stationary renewable energy storage and invest in the R&D acceleration needed for our mobile energy division. With EVs expected to hit half of all new car sales by 2030 (up from 8% last year), demand in this sector for high-performance advanced lithium is expected to grow strongly. 

 

With astute and timely execution of our ambitious commercial and technology goals, we are confident we can meet the significant opportunities afforded by the growth expected in both stationary and mobile energy storage in the coming decade. 

 

The real world is producing challenges for energy pricing, lead-acid battery manufacturers and the lithium markets. Gelion is positioned to help provide solutions to these real-world problems. 

 

Dr Steve Mahon

Chairman

16 March 2022

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Unaudited for the six months ended 31 December 2021

 

 

Notes

Six-months ended 31 December 2021

Six-months ended 31 December 2020

 

 

 

 

 

 

Unaudited

Unaudited

 

 

 

 

 

 

£'000

£'000

 

 

 

 

Revenue from contracts with customers

3

-

353

Gross profit

 

-

353

 

 

 

 

Other income

3

-

65

Administrative expenses

 

(1,304)

(565)

Research and development expenditure

4

(1,127)

(1,079)

Operating Loss before non-recurring items

 

(2,431)

(1,226)

Non-recurring items

5

(4,481)

-

Operating Loss

 

(6,912)

(1,226)

Finance costs

 

(45)

(4)

Finance income

 

-

8

Loss on ordinary activities before taxation

 

(6,957)

(1,222)

Tax on loss on ordinary activities

 

-

-

Loss on ordinary activities after taxation

 

(6,957)

(1,222)

Total loss for the period attributable to equity holders of the parent

 

 

 

Other comprehensive income:

 

 

 

Items that may be reclassified to profit or loss

 

 

 

-       Exchange gains/(losses) due to subsidiary with $AUD foreign currency causing fluctuations

 

157

(65)

Total comprehensive loss for the period attributable to equity holders of the parent

 

(6,800)

(1,287)

 

 

 

 

Loss per share (basic and diluted) attributable to the equity holders (pence)

6

(7.5)

(1.4)

 

 

 

 

The above results relate entirely to continuing activities.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Unaudited as at 31 December 2021

 

 

 

Notes

 

 

31 December 2021

 

30 June 2021

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Audited

 

 

 

 

 

 

 

 

 

 

 

£'000

 

£'000

ASSETS

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

Intangible assets

 

 

 

338

 

313

Property, Plant and Equipment

 

 

 

583

 

553

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

20,560

 

1,913

Other receivables

 

 

 

314

 

1,250

TOTAL ASSETS

 

 

 

21,795

 

4,029

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Trade and other payables

 

 

 

508

 

436

NON-CURRENT LIABILITIES

 

 

 

 

 

 

Trade and other payables

 

 

 

-

 

7

TOTAL LIABILITIES

 

 

 

508

 

443

 

 

 

 

 

 

 

NET ASSETS

 

 

 

21,287

 

3,586

EQUITY

 

 

 

 

 

 

Issued capital

7

 

 

107

 

33

Share premium account

7

 

 

20,798

 

11,251

Other reserves

7

 

 

15,728

 

691

Accumulated losses

 

 

 

(15,346)

 

(8,389)

TOTAL EQUITY

 

 

 

21,287

 

3,586

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

Unaudited for the six months ending 31 December 2021

 

 

 

Six-months ended 31 December 2021

Six-months ended 31 December 2020

 

 

 

 

 

 

Unaudited

Unaudited

 

 

£'000

£'000

Cash flow from operating activities

 

 

 

Loss for the period

 

(6,957)

(1,222)

Adjustments for:

 

 

 

-      depreciation

 

133

98

-      amortisation

 

6

35

-      finance income

 

-

(8)

-      share based payments expense

 

3,826

27

Changes in operating assets / liabilities

 

 

 

-      Decrease / (increase) in other receivables

 

936

1,151

-      Increase / (decrease) in payables

 

125

Net cash used in operating activities

 

(1,931)

4

Cashflows from investing activities

 

 

 

Purchase of intangible fixed assets

 

(31)

(56)

Purchase of tangible fixed assets

 

(162)

(14)

Interest received

 

-

8

Net cash used in investing activities

 

(193)

(62)

Cashflows from financing activities

 

 

 

Proceeds from issue of shares (net of transaction costs)

 

20,674

-

Repayment of leasing liabilities

 

(60)

(67)

Net cash used in financing activities

 

20,614

(67)

 

 

 

 

Net (decrease) / increase in cash held

 

18,490

(125)

Cash and cash equivalents at beginning of the period

 

1,913

3,778

Effect of exchange rate changes

 

157

(65)

Cash and cash equivalents at end of the period

 

20,560

3,588

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Unaudited for the 6 months ended 31 December 2021

 

 

Share Capital

Share premium

Accumulated Losses

Other reserves

 

Total

 

 

£'000 

£'000 

£'000 

£'000

 

£'000 

 

 

 

 

 

 

 

 

Balance at 1 July 2020

 

33

11,251

(6,593)

723

 

5,414

Total comprehensive loss for the period

 

-

-

(1,222)

(65)

 

(1,287)

Share-based payments charge

 

-

-

-

 

27

 

27

 

 

 

 

 

 

 

 

Balance at 31 December 2020

 

33

11,251

(7,815)

685

 

4,154

 

 

 

 

 

 

 

 

Balance at 1 January 2021

 

33

11,251

(7,815)

685

 

4,154

Total comprehensive loss for the period

 

-

-

(574)

(42)

 

(616)

Share-based payments charge

 

-

-

-

 

48

 

(48)

Balance at 30 June 2021

 

33

11,251

(8,389)

691

 

3,586

 

 

 

 

 

 

 

 

Balance at 1 July 2021

 

33

11,251

(8,389)

691

 

3,586

Total comprehensive loss for the period

 

-

-

(6,957)

157

 

(6,800)

Bonus issue

 

57

(57)

-

-

 

-

Capital reduction

 

-

(11,195)

-

11,195

 

-

Share-based payment charge

 

-

-

-

 

3,826

 

3,826

Shares issued during the period

 

17

22,025

-

 

-

 

22,042

Costs of shares issued

 

-

(1,520)

-

-

 

(1,520)

Exercise of share options

 

-

294

-

(141)

 

153

Balance at 31 December 2021

 

107

20,798

(15,346)

15,728

 

21,287

 

 

 

1      GENERAL INFORMATION

Gelion plc ("Gelion'' or the "Company") is a 100% owner of an Australian subsidiary that conducts research and development in respect of an innovative battery system and associated industrial design and manufacturing. 

Gelion is a public limited company, limited by shares, incorporated and domiciled in England and Wales. The Company was incorporated on 26 September 2015. The registered office of the Company is at 3rd Floor, 141-145 Curtain Road, London, EC2A 3BX. The registered company number is 09796512.

The Board, Directors and Management referred to in this document refers to the Board, Directors and Management of Gelion.

 

2      ACCOUNTING POLICIES

2.1          Basis of preparation

These unaudited consolidated Interim Financial Statements have been prepared in accordance with AIM Rule 18. The financial information contained in the Interim Financial Statements is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The statutory accounts for the nine months ended 30 June 2021 have been delivered to the Registrar of Companies. Historical financial information of the Company (as disclosed in Part IV of the publicly available Admission Document) has been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as adopted by the European Union and the IFRS Interpretation Committee interpretations (collectively IFRSs), and in accordance with applicable law. The Independent Accountants Report on the historic financial information contained no qualification.

The Interim Financial Statements are presented in Great British Pounds (GBP) unless otherwise stated, which is the Company's presentational currency and the parent company's functional currency. The functional currency of the subsidiary is Australian Dollars (AUD). The provision of services by the group is entirely in AUD, therefore it is considered that the functional currency of the group is AUD. The policies adopted for translation of the subsidiary's assets, liabilities, income and expenses are set out in note 2.5.

2.2          Basis of consolidation

The Group Historical Financial Information consolidates the financial statements of Gelion UK Limited and of its subsidiary undertaking drawn up to each reporting date.

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of the elements of control.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

The following was a subsidiary undertaking of the Group:

Name

Registered office

Class of shares

Holding

Gelion Technologies Pty Limited

Australia

Ordinary A

100%

 

The shareholding is held directly.

 

The registered office of Gelion Technologies Pty Limited is Level 16, 101 Miller Street, North Sydney, NSW 2060.

 

2.3          Going concern

The financial information has been prepared on the going concern basis, which assumes that Gelion will continue in operational existence for the foreseeable future.

 

After reviewing the Group's forecasts and projections the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group has therefore adopted the going concern basis in preparing the Interim Financial Statements.

 

2.4          Share-based payments

The Group provides benefits to its employees in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions) in the parent entity.

 

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black- Scholes model. This calculation is completed by the parent entity.

 

The cost of these equity-settled transactions is recognised as an expense, with a corresponding increase in equity, over the period in which the service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date).

 

At each subsequent reporting date until vesting, the cumulative charge to profit and loss is the product of:

·    the grant date fair value of the award;

·    the current best estimate of the number of awards that will vest; and

·    the expired portion of the vesting period.

 

The charge to profit and loss for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding entry to the share based payment reserve in equity.

 

2.5          Foreign currency translation

The functional currency of each company in the Group is that of the primary economic environment in which the entity operates. Monetary assets and liabilities denominated in foreign currencies are translated into GBP at the rates of exchange ruling at the period end. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.

All differences are taken to the statement of comprehensive income. On consolidation, the assets and liabilities of the group entities that have a functional currency different to the presentational currency are translated into GBP as the closing rate at the date of the statement of financial position. Income and expenses for each statement of profit or loss are translated at average exchange rates for the period. Exchange differences are recognised in other comprehensive income.

 

2.6          Contributed Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are deducted from the share premium account.

 

Retained losses includes all current and prior period results.

 

3      REVENUE AND OTHER INCOME

 

The group's 'revenue from contracts with customers' in the six months ended 31 December 2020 relate to revenue from supply and installation of mobile lights and solar photovoltaic building battery systems for the University of Sydney. Gelion was founded as a spin-out of from the University of Sydney and this historic revenue represents funding for an early proof of concept for the Company's technology which was not expected to be continue.

 

'Other income' reported in the six months ended 31 December 2020 relate to non-repeatable COVID-19 stimulus funding from the Australian government.

 

4      R&D expenditure

R&D expenditure includes personnel and related costs (including salaries, benefits and payroll tax) and costs associated with product research, design and development.

 

5      NON-RECURRING ITEMS

 

 

 

Six-months ended 31 December 2021

Six-months ended 31 December 2020

 

 

 

 

 

 

 

 

Unaudited

Unaudited

 

 

 

 

 

 

 

 

£'000

£'000

 

 

 

 

 

 

Non-recurring items - listing costs

 

401

-

 

Non-recurring items - Share based payments accelerated due to listing

 

3,777

-

 

Non-recurring items - key management bonus due to listing

 

303

-

 

Total non-recurring items

 

4,481

-

 

 

 

Certain costs were incurred in the period relating to the Company converting from a private to public limited company, its subsequent admission to AIM, issuance and sale of share and associated professional costs.

As set out in the Admission Document 11,063,679 new Ordinary Shares were issued and 2,068,966 existing shares were sold. Costs of £401,000 have been expensed to 'Non-recurring - listing costs'. The Company's conversion and subsequent admission to AIM is a one-off event and therefore costs incurred in relation to this have been considered 'non-recurring'.

'Non-recurring items - Share based payments accelerated due to listing' are outlined in note 8.

'Non-recurring items - key management bonus due to listing' represents one off payments made to key management for successfully completing the Company's listing and fundraising. This is not reflective of standard management incentive arrangements and is quite specific to the admission of the Company to AIM and subsequent fundraising. The payment of bonus was fully contingent upon the successful listing of the Company. For these reasons, these costs are considered 'non-recurring' and separately disclosed to assist the user of the financial information to understand and compare the underlying financial performance of the Company.

 

6      EARNINGS / (LOSS) PER SHARE

 

The calculation of the earnings / loss per share is based on the loss for the financial period after taxation of £6,957,000 (2020: £1,222,000) and on the weighted average of 92,744,562 (2020: 89,883,920) ordinary shares in issue during the period.

 

In September 2021, the parent company carried out a bonus issue and share reorganisation with the aggregate effect of increasing the number of shares in issue by 85,389,724. This increase in the number of ordinary shares has been applied retrospectively to the prior period presented in these financial statements by increasing the weighted average number of shares in the six months to December 2020 by 85,389,724.

 

There were share options of 8,095,384 outstanding at 31 December 2021 (2020: 960,813). The impact of these options would be to reduce the diluted loss per share and therefore they are antidilutive. Hence, the diluted loss per share reported for the periods under review is the same as the earnings per share.

 

7      ISSUED CAPITAL AND RESERVES

Share capital and premium

 

 

Number of shares on issue

Share capital    

 

Share premium  

 

 

 

 

£'000

£'000

 

 

 

 

 

 

 

 

 

Balance as at 1 July 2020

 

4,494,196

33

11,251

Shares issued during the period

 

-

-

-

Balance as at 31 December 2020

 

4,494,196

33

11,251

 

 

 

 

 

Share issued during the period

 

-

-

-

Balance as at 30 June 2021

 

4,494,196

33

11,251

 

 

 

 

 

Bonus issues and reorganisation

 

85,389,724

57

(57)

Capital reduction

 

-

-

(11,195)

Share issued during the period

 

16,579,919

17

20,505

Exercise of share options

 

560,000

-

294

Balance as at 31 December 2021

 

107,023,839

107

20,798

 

Gelion had two classes of share at 1 July 2021 - A ordinary and B ordinary which ranked pari passu.

At 30 June 2021 there were 3,335,196 A Ordinary shares of £0.01 each.

At 30 June 2021 there were 1,159,000 B Ordinary shares of £0.0000086 each.

On 2 September 2021, the Company consolidated the 1,159,000 B ordinary shares of £0.0000086 each into 1,000 B ordinary shares of £0.01 each, on the basis of one B ordinary share of £0.01 for every 1,159 B ordinary shares of £0.0000086 held on the record date (the "B Share Consolidation").

On 2 September 2021, following the B Share Consolidation the Company issued 1,158,000 new B ordinary shares of £0.01 each by way of a bonus issue to the holders of such shares on the basis of 1,158 B ordinary shares for each one B ordinary shares held on the record date (the "First Bonus Issue").

On 3 September 2021, following completion of the First Bonus Issue, the Company issued 3,335,196 A ordinary shares of £0.01 each and 1,159,000 B ordinary shares of £0.01 each pursuant to a bonus issue of such shareholders on the basis of one A ordinary share for each A ordinary share held and one B ordinary share for each B ordinary share held, in each case on the record date (the "Second Bonus Issue").

Immediately following the Second Bonus Issue, the balance standing to the credit of the share premium account was cancelled and the amount so cancelled was credited to a distributable reserve (the "Capital Reduction").

On 12 November 2021, the A Ordinary Shares of £0.01 each in the capital of the Company and the B Ordinary Shares of £0.01 each in the capital of the Company then in issue were redesignated as ordinary shares of £0.01 each in the capital of the Company carrying the rights and subject to the restrictions attaching to the ordinary shares of the Company as set out in the Articles (the "Re-designation")

On 13 November 2021, the Company sub-divided each ordinary share of £0.01 each arising from the Re-designation into ten new ordinary shares of £0.001 each.

Immediately prior to Admission on AIM the Company had 89,883,920 shares in issue. 16,579,919 new Ordinary Shares of £0.001 each were issued in the fundraising following Admission on AIM.

Transaction costs incurred in the issuing of shares in the period ended 31 December 2021 of £2.2m (six months to December 2020: £nil) of which £1.5m have been offset against share premium and £0.7m have been expensed.

 

Nature and purpose of other reserves

Other reserves

-      Share-based payments reserve

The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to note 8 for further details of these plans.

-      Foreign currency translation reserve

The subsidiary's functional currency is AUD and therefore on consolidation a foreign exchange gain or loss on translation of net assets is recognised through other comprehensive income at each reporting date. These gains or losses are accumulated in a foreign currency translation reserve.

-      Capital reduction reserve

Immediately following the Second Bonus Issue, the balance standing to the credit of the share premium account was cancelled and the amount so cancelled was credited to a distributable reserve called the 'capital reduction reserve'.

Other reserves:

 

 

Share-based payment reserve

Foreign currency translation reserve

Capital reduction reserve

 

Total other reserves

 

 

 

 

 

 

 

 

 

£'000

£'000

£'000

 

£'000 

 

 

 

 

 

 

 

Balance at 1 July 2020

 

817

(94)

-

 

723

Total comprehensive loss for the period

 

-

(65)

-

 

(65)

Share-based payments charge

 

27

 

-

 

-

 

27

 

 

 

 

 

 

 

Balance at 31 December 2020

 

844

(159)

-

 

685

 

 

 

 

 

 

 

Balance at 1 January 2021

 

844

(159)

-

 

685

Total comprehensive loss for the period

 

-

(42)

-

 

(42)

Share-based payments charge

 

48

 

-

 

-

 

48

Balance at 30 June 2021

 

892

(201)

-

 

691

 

 

 

 

 

 

 

Balance at 1 July 2021

 

892

(201)

-

 

691

Total comprehensive loss for the period

 

 

-

157

-

 

157

Share-based payment charge

 

3,826

 

 

 

3,826

Exercise of options

 

(141)

-

-

 

(141)

Capital reduction

 

-

-

11,195

 

11,195

Balance at 31 December 2021

 

4,577

(44)

11,195

 

15,728

 

8      SHARE-BASED PAYMENTS

The Directors recognise the role of the Group's staff in contributing to its overall success and the importance of the Group's ability to incentivise and motivate its employees. Therefore, the Directors believe that certain employees should be given the opportunity to participate and take a financial interest in the success of the Company.

The Group therefore operated a share option plan whereby employees and key service providers were granted options over shares in Gelion UK Limited. Due to the Company's admission to trading on AIM which took place on 30 November 2021 all unvested options were vested triggering an accelerated share based payment expense.

In addition to the existing share option plan the Group agreed to grant options over Ordinary Shares pursuant to obligations under the service agreements with the relevant individuals. These service agreement obligations were triggered by admission to trading on AIM.

In the period 3,675,000 options were granted of which 3,290,000 were pursuant to obligations under the service agreements with the relevant individuals.

Both the acceleration of option vesting and additional options granted pursuant to service agreement obligations are triggered by the Company's admission to AIM and therefore can be considered as part of the same non-recurring event.

All options were granted with the exercise price equalling the market value of the shares at the time of grant.

 

 

Six-months ended 31 December 2021

Six-months ended 31 December 2020

 

 

 

 

 

 

 

 

£'000

£'000

 

 

 

 

 

 

Recurring share based payment expense recognised

 

49

27

 

Non-recurring share based payment expense recognised

 

3,777

-

 

Total share based payment expense

 

3,826

27

 

The Black-Scholes option pricing model was used to value the share based payment awards as it was considered that this approach would result in materially accurate estimate of the fair value of options granted. The following table lists the inputs to the models used for share option plans.

 

 

 

Six-months ended 31 December 2021

Six-months ended 31 December 2020

 

 

 

 

 

 

Dividend yield (%)

 

-

-

 

Expected volatility (%)

 

62.8

100

 

Risk-free interest rate (%)

 

1.3

2.2

 

Expected life of share options (years)

 

10

5

 

 

The Company has revised its estimation of the risk-free interest rate and expected volatility in the period to reflect changing market circumstances and revised volatility benchmarking with comparable entities listed on AIM.

In order to incentivise and motivate the Group's executives and employees, the Board intends to adopt a new long term incentive plan. The Company is currently taking professional advice on benchmarking and plan design including the nature of awards to be made to participants in the new long term incentive plan.

 

9      EVENTS SUBSEQUENT TO PERIOD END

 

Gelion has now signed a test and supply contract with Acciona Energía, one of Europe's largest sustainable energy companies, to integrate its Endure battery technology into one of Acciona's solar PV plants for a six- to 12-month period starting Q3 2022. If this trial integration is successful, the Endure battery is expected to form part of Acciona Energía's supplier portfolio as a renewable energy storage provider.

 

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