TIDMCYBA
RNS Number : 6449D
CYBA PLC
30 June 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
30 June 2021
CYBA plc ("CYBA" or the "Company")
Audited results for nine months ended 31 December 2020
CYBA plc ("CYBA" or the "Company") is pleased to announce its
audited results for the nine-month period ended 31 December
2020.
The Annual Report and Financial Statements will be available on
the Company's website www.cybaplc.com .
S
For further information on the Company please visit
www.cybaplc.com, with the Company's Prospectus to be found at
https://cybaplc.com/investor-relations/corporate-documents or
contact:
Robert Mitchell CYBA Tel: +44 (0) 20 3468
2212
Peter Krens Tennyson Securities Tel: +44 (0)207 186
9030
-------------------- -----------------------------
Catherine Leftley / St Brides Partners Tel: +44 (0)207 236
Frank Buhagiar Ltd, 1177
Financial PR info@stbridespartners.co.uk
-------------------- -----------------------------
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 globally.
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.
Further information in respect of the Company and its business
interests is provided on the Company's website at
www.cybaplc.com
Chairman's Statement
Dear Shareholder,
I have pleasure in presenting the financial statements for the
nine months ended 31 December 2020.
Cyba Plc was formed to acquire a controlling interest in a
company or business operating in the cyber security sector. I
believe we are well under way with that strategy with the recently
announced signing of binding heads of terms with our first target,
Narf. We are very excited to having been able to agree terms as the
Narf business has some very exciting products and serves as a very
good umbrella for future add on acquisitions within this sector. I
hope to update you further on this acquisition as it
progresses.
The Strategy
Our focus during the period under review and beyond has been
two-fold: to leverage the Board's deep industry knowledge to first
identify and then undertake due diligence on the commercial
attributes of a target entity's business, using professional
advisory firms where necessary to carry out legal and financial
assessments; and to put in place a platform with which to acquire
and aggregate businesses.
Narf Industries
Narf operates within the Threat Intelligence Sector carrying out
computer security research and developing and licensing software on
a "software as a service" (SaaS) basis to detect threats to
computer systems. It also provides Incident Response services to
assist its clients to identify and neutralise active threats.
Clients include US governmental agencies and large US
corporates.
Financial
Funding
The Company raised GBP1.9m excluding share issue costs from
investors from its formation on 28 November 2018 through to 31
March 2020. During the nine-month period to 31 December 2020, the
Company raised an additional GBP1.9m. Following the admission onto
LSE in March the Company also recently undertook an interim placing
to secure the deals with its first target as announced earlier this
month. The Company believes that this funding will be sufficient to
meet its working capital requirements for at least the next 12
months on a standalone basis.
Revenue
The Company has generated no revenue during the period. However,
the Company is focusing on acquisition targets that will ultimately
generate revenue for the Company.
Expenditure
During the period the Company concentrated on fund raising to
support its expenditure on its primary objective of evaluating
suitable acquisition targets in the cyber security sector. A number
of targets were considered in this process and the Company's
management was supported in this activity by advisers and
specialist consultants.
As at the date of this document, the Company has GBP2.4m in
cash.
Dividend
The Directors do not intend to declare a dividend in respect of
the period under review.
Outlook
We are positioning Cyba to be the vehicle through which
shareholders will be able to gain exposure to this fast growing and
critical sector. We have the right team, the right strategy, and
the right platform in place to transform the Company into a cyber
and cybersecurity group serving US and International markets and
organisations, one which has the capability to consolidate and
scale up the range of products and solutions it offers to a growing
blue chip customer base. I look forward to reporting our progress
to you over the next period.
Robert Mitchell
Non-Executive Chairman
STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE MONTHSED 31 DECEMBER 2020
9 month period 16 month
ended 31 period ended
Notes December 31 March
2020 2020
GBP
GBP
Administrative expenses 4 (1,201,272) (1,422,878)
--------------- --------------
Operating loss (1,201,272) (1,422,878)
Finance costs (62) (138)
------------------------------------------- -------- --------------- --------------
Loss on ordinary activities before
taxation (1,201,334) (1,423,016)
Tax on loss on ordinary activities 6 - -
------------------------------------------- -------- --------------- --------------
Loss and total comprehensive income
for the period attributable to the
owners of the company (1,201,334) (1,423,016)
------------------------------------------- -------- --------------- --------------
Earnings per share (basic and diluted)
attributable to the equity holders
(pence) 7 (0.3) (0.8)
The above results relate entirely to continuing activities.
The accompanying notes form part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
As at As at
31 December 31 March
Notes 2020 2020
GBP GBP
CURRENT ASSETS
Trade and other receivables 8 24,037 44,486
Cash and cash equivalents 9 1,261,997 552,977
----------------------------- -------- ------------- ------------
1,286,034 597,463
----------------------------- -------- ------------- ------------
TOTAL ASSETS 1,286,034 597,463
----------------------------- -------- ------------- ------------
CURRENT LIABILITIES
Trade and other payables 10 365,746 208,296
----------------------------- -------- ------------- ------------
TOTAL LIABILITIES 365,746 208,296
----------------------------- -------- ------------- ------------
NET ASSETS 920,288 389,167
----------------------------- -------- ------------- ------------
EQUITY
Share capital 11 52,453 30,978
Share premium 11 3,468,048 1,757,068
Warrant reserve 12 24,137 24,137
Retained loss (2,624,349) (1,423,016)
TOTAL EQUITY 920,288 389,167
----------------------------- -------- ------------- ------------
The accompanying notes form part of these financial
statements.
STATEMENT OF CASHFLOWS
FOR THE NINE MONTHSED 31 DECEMBER 2020
Period ended Period ended
31 December 31 March
2020 2020
GBP GBP
Cash flow from operating activities
Loss for the period (1,201,334) (1,423,016)
Adjustments for:
Decrease / (Increase) in trade
and other receivables 20,449 (44,486)
Increase in trade and other
payables 157,450 208,296
Share based payments 24,750 24,137
-------------------------------------- ------------- -------------
Net cash outflow from operating
activities (998,685) (1,235,069)
-------------------------------------- ------------- -------------
Cashflow from financing activities
Proceeds on the issue of shares 1,920,588 1,906,776
Costs related to share issues (212,883) (118,730)
-------------------------------------- ------------- -------------
Net cash inflow from financing
activities 1,707,705 1,788,046
-------------------------------------- ------------- -------------
Net increase in cash and cash
equivalents 709,020 552,977
Cash and cash equivalents at 552,977 -
the beginning of the period
Foreign exchange -
------------------------------------- ------------- -------------
Cash and cash equivalents at
the end of the period 1,261,997 552,977
-------------------------------------- ------------- -------------
There were no cashflows from investing activities during the
period.
STATEMENT OF CHANGES IN EQUITY
FOR THE NINE MONTHSED 31 DECEMBER 2020
Share Capital Share Premium Warrant Retained Total
reserve Loss
GBP GBP GBP GBP GBP
-------------------------- -------------- -------------- --------- ------------ ------------
Balance at incorporation
28 November 2018 2 - - - 2
Total comprehensive
loss for the period - - - (1,423,016) (1,423,016)
Shares issued during
the period 30,976 1,875,798 - - 1,906,774
Costs related to share
issues - (118,730) - - (118,730)
Fair value of warrants
issued in the period - - 24,137 - 24,137
--------------------------- -------------- -------------- --------- ------------ ------------
Balance at 31 March
2020 30,978 1,757,068 24,137 (1,423,016) 389,167
--------------------------- -------------- -------------- --------- ------------ ------------
Total comprehensive
loss for the period - - - (1,201,334) (1,201,334)
Shares issued during
the period 21,475 1,923,863 1,945,338
Costs related to share
issues - (212,883) - - (212,883)
--------------------------- -------------- -------------- --------- ------------ ------------
Balance at 31 December
2020 52,453 3,468,048 24,137 (2,624,349) 920,288
--------------------------- -------------- -------------- --------- ------------ ------------
The accompanying notes form part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHSED 31 DECEMBER 2020
1 GENERAL INFORMATION
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
2.1 Basis of preparation
The Financial Statements of the Company have been prepared in
accordance with International Financial Reporting Standards
("IFRS") and IFRS Interpretations Committee ("IFRS IC") as adopted
by the European Union and the Companies Act 2006 applicable to
companies reporting under IFRS.
The Financial Statements have been prepared under the historical
cost convention unless otherwise stated. The principal accounting
policies are set out below and have, unless otherwise stated, been
applied consistently. The Financial Statements are prepared in
pounds Sterling and presented to the nearest pound.
2.2 Going concern
The financial statements have been prepared on a going concern
basis, which assumes that the Company will continue in operational
existence for the foreseeable future.
The Company had a net cash outflow from operating activities for
the period of GBP998,685 and at 31 December 2020 had cash and cash
equivalents balance of GBP1,261,997. The Directors are confident
that costs will be managed in line with expectations until a target
company is acquired. The Directors have considered the management
forecasts, post period-end fund raises, current working capital
levels and utilisation of funds until an appropriate acquisition
target has been identified, based on these factors the Directors
consider that the entity is a going concern.
The Directors have considered the implications on the going
concern status of the Company should the proposed transaction with
Narf complete in the next 12 months. They have assessed that the
Company would remain a going concern in this event due to the
expected significant funds to be raised in conjunction with the
completion of the transaction ensuring that the Company will have
sufficient cash reserves to meet the enlarged Group's obligations
as they fall due during the going concern period.
The Directors consider that the continued adoption of the going
concern basis is appropriate having reviewed the forecasts for the
12 months from the date of signing the financial statements and the
accounts do not reflect any adjustments that would be required if
they were to be prepared on any basis and assessing the adverse
impact that COVID-19 will have on the global economy. The Directors
believe that the Company is in a strong working capital position
that will mitigate any negative macroeconomic shocks.
2.3 Foreign currency translation
The financial information is presented in Sterling which is the
Company's functional and presentational currency.
Transactions in currencies other than the functional currency
are recognised at the rates of exchange on the dates of the
transactions. At each balance sheet date, monetary assets and
liabilities are retranslated at the rates prevailing at the balance
sheet date with differences recognised in the Statement of
comprehensive income in the period in which they arise.
2.4 Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and
deposit balances at banks.
2.5 Trade and other receivables
Due to the short-term nature of the current receivables, their
carrying amount is considered to be the same as their fair
value.
2.6 Trade and other payables
Trade payables are recognised initially at their fair value and
subsequently measured at amortised cost.
2.7 Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Company when it arises or
when the Company becomes part of the contractual terms of the
financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met
-- the asset is held within a business model whose objective is
to collect contractual cash flows; and
-- the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Company's obligations specified
in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate ("EIR"). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
-- the rights to receive cash flows from the asset have expired, or
-- the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and the assets
of the asset or (b) has neither transferred nor held
substantially all the risks and estimates of the asset but has
transferred the control of the asset.
Impairment
The Company recognises a provision for impairment for expected
credit losses regarding all financial assets. Expected credit
losses are based on the balance between all the payable contractual
cash flows and all discounted cash flows that the Company expects
to receive. Regarding trade receivables, the Company applies the
IFRS 9 simplified approach in order to calculate expected credit
losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to
the expected credit losses over its lifetime without monitoring
changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared
risk characteristics.
2.8 Equity
Share capital is determined using the nominal value of shares
that have been issued.
The Share premium account includes any premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from the Share
premium account, net of any related income tax benefits.
Equity-settled share-based payments are credited to a warrants
reserve as a component of equity until related options or warrants
are exercised or lapse.
The warrant reserve includes share warrants issued to
shareholders in connection with share capital issues that are
measured at fair value at the date of issue and treated as a
separate component of equity.
Retained earnings includes all current and prior period results
as disclosed in the income statement.
2.9 Earnings per share
Basic earnings per share is calculated by dividing:
The loss attributable to owners of the company, excluding any
costs of servicing equity other than ordinary shares.
By weighting the average number of ordinary shares outstanding
during the financial period.
2.10 Share-based payments
The Company has issued warrants to the initial investors and
certain counter parties and advisers.
Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at
date of grant. The fair value so determined is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of the number of shares that will eventually vest and
adjusted for the effect of non-market based vesting conditions.
Fair value is measured using the Black Scholes pricing model.
The key assumptions used in the model have been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
2.11 Taxation
Tax currently payable is based on taxable profit for the period.
Taxable profit differs from profit as reported in the income
statement because it excludes items of income and expense that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company's liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Company is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset
realised. Deferred tax is charged or credited to profit or loss,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
2.12 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity's accounting policies,
management makes estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates. The Directors consider that there are no critical
accounting judgements or key sources of estimation uncertainly
relating to the financial information of the Company.
2.13 Standards, amendments and interpretations to existing
standards that are not yet effective
New standards, amendments to standards and interpretations:
Standard Impact on initial Effective date, annual
application period beginning on
or after
IFRS 3 - Business Combinations Definition of a business 1 January 2020
------------------------- -----------------------
IFRS standards (amendments) References to the 1 January 2020
Conceptual Framework
------------------------- -----------------------
IAS 1 & IAS 8 (amendments) Definition of Material 1 January 2020
------------------------- -----------------------
IFRS 9, IAS 39 and IFRS Interest Rate Benchmark 1 January 2020
7 (amendments) Reform
------------------------- -----------------------
IFRS 3 (amendments) Definition of a Business 1 January 2020
------------------------- -----------------------
IFRS standards (amendments) References to the 1 January 2020
Conceptual Framework
------------------------- -----------------------
No new standards, amendments or interpretations, effective for
the first time for the financial period beginning on or after 1
April 2020 have had a material impact on the Company.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, the
following standards and interpretations relevant to the Company and
which have not been applied in these financial statements, were in
issue but were not yet effective. In some cases, these standards
and guidance have not been endorsed for use in the European
Union.
Standard Impact on initial Effective date, annual
application period beginning on
or after
IFRS standards (amendments) Interest rate benchmark 1 January 2021
reform
----------------------------- -----------------------
IFRS 3 (amendments) Business combinations 1 January 2022
----------------------------- -----------------------
IAS 37 (amendments) Onerous contracts 1 January 2022
----------------------------- -----------------------
IFRS standards (amendments) 2018-2020 annual improvement 1 January 2022
cycle
----------------------------- -----------------------
IAS 16 (amendments) Proceeds before intended 1 January 2022
use
----------------------------- -----------------------
IFRS 17 Insurance Contracts 1 January 2023
----------------------------- -----------------------
IFRS 17 (amendments) Insurance contracts 1 January 2023
----------------------------- -----------------------
IAS 1 (amendments) Reclassification of 1 January 2023
liabilities as current
or non-current
----------------------------- -----------------------
The directors are evaluating the impact that these standards
will have on the financial statements of the Company but it is not
anticipated that they will have a material impact on the
company.
2.14 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating
decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board as a whole.
Given the current operations of the Company there are no
reportable segments.
2.14 Financial Risk Management Objectives and Policies
The Company does not enter into any forward exchange rate
contracts.
The main financial risks arising from the Company's activities
are market risk, interest rate risk, foreign exchange risk, credit
risk, liquidity risk and capital risk management. Further details
on the risk disclosures can be found in Note 15.
3. REVENUE
There was no revenue generated in the period.
4. ADMINISTRATIVE EXPENSES
This is stated after charging:
31 December 31 March
2020 2020
GBP GBP
Auditor's remuneration
* audit of the Company 15,000 10,000
* non-audit services
taxation compliance services - -
other taxation services - -
corporate finance services 12,500 -
Directors' remuneration 205,900 308,937
Legal, professional and consultancy
fees 355,115 420,549
Other expenses 612,819 683,530
-------------------------------------------- ------------ ---------
5. DIRECTORS AND STAFF COSTS
During the period the only staff of the Company were the
Directors and as such key management personnel. Management
remuneration, other benefits supplied and social security costs to
the Directors during the period was as follows:
31 December 31 March
2020 2020
GBP GBP
Directors' fees 205,900 308,937
------------------ ------------ ---------
205,900 308,937
----------------- ------------ ---------
The average number of staff during the period, including
Directors was 4.
The remuneration and associated social security costs per
Director was all short term in nature and was as follows:
Share Based 31 December
Directors' Payments 2020
Fees GBP
------------ ------------- ------------ ------------
R Mitchell 70,000 - 70,000
S Bassi 32,950 - 32,950
J Herring 32,950 - 32,950
R Heier 70,000 - 70,000
205,900 - 205,900
------------- ------------ ------------
For the comparative period to 31 March 2020:
Share Based 31 March
Directors' Payments 2020
Fees GBP
------------ ------------- ------------ ---------
R Mitchell 111,476 - 111,476
S Bassi 58,452 - 58,452
J Herring 58,452 - 58,452
R Heier 70,500 10,057 80,557
298,880 10,057 308,937
------------- ------------ ---------
6. TAXATION
31 December 31 March
2020 2020
GBP GBP
The charge / credit for the period
is made up as follows:
Corporation taxation on the results - -
for the period
Deferred tax - -
Taxation charge / credit for the - -
period
------------------------------------------ ------------ ------------
A reconciliation of the tax charge
/ credit appearing in the income
statement to the tax that would result
from applying the standard rate of
tax to the results for the period
is:
Loss per accounts (1,201,334) (1,423,016)
------------------------------------------- ------------ ------------
Tax credit at the standard rate of
corporation tax in the UK of 19% (228,253) (270,373)
Impact of costs disallowed for tax
purposes 104,925 107,685
Deferred tax in respect of temporary - -
differences
Impact of unrelieved tax losses carried
forward 123,328 162,688
------------------------------------------- ------------ ------------
- -
------------------------------------------ ------------ ------------
Estimated tax losses of GBP286,016 (31 March 2020: GBP162,688)
are available for relief against future profits. No relating
deferred tax asset has been provided for in the accounts based on
the uncertainty as to when profits will be generated against which
to relieve said asset
Factors affecting the future tax charge
The standard rate of corporation tax in the UK is 19%.
Accordingly, the Company's effective tax rate for the period was
19%.
7. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
31 December 31 March
2020 2020
GBP GBP
Loss from continuing operations attributable
to equity holders of the company (1,201,334) (1,423,016)
----------------------------------------------- ------------ ------------
Weighted average number of ordinary
shares in issue 374,933,182 179,745,588
----------------------------------------------- ------------ ------------
Basic and fully diluted loss per
share from continuing operations
(pence) (0.3) (0.8)
----------------------------------------------- ------------ ------------
The calculation of the earnings per share is based on the loss
for the financial period after taxation of GBP1,201,334 and on the
weighted average of 374,933,182 ordinary shares in issue during the
period.
The warrants outstanding at 31 December 2020 are considered to
be non-dilutive as a loss was made for the period. The diluted loss
per share is therefore equal to the non-diluted loss per share
8. TRADE AND OTHER RECEIVABLES
31 December 31 March
2020 2020
GBP GBP
Prepayments and other receivables 24,037 44,486
24,037 44,486
----------------------------------- ------------ ---------
The Directors consider that the carrying value amount of trade
and other receivables approximates to their fair value.
9. CASH AND CASH EQUIVALENTS
31 December 31 March
2020 2020
GBP GBP
Cash at bank 1,261,997 552,977
--------------- ------------ ---------
1,261,977 552,977
-------------- ------------ ---------
Cash at bank comprises balances held by the Company in current
bank accounts. The carrying value of these approximates to their
fair value. The cash is held in a bank with a BBB credit
rating.
10. TRADE AND OTHER PAYABLES
31 December 31 March
2020 2020
GBP GBP
Accrued liabilities 279,745 127,903
Trade and other payables 86,000 80,392
--------------------------- ------------ ---------
365,746 208,296
-------------------------- ------------ ---------
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and continuing costs. The Directors
consider that the carrying value amount of trade and other payables
approximates to their fair value. Refer Note 15.
11. SHARE CAPITAL / SHARE PREMIUM
Number Share Share
of shares capital premium Total
on issue GBP GBP GBP
------------------------------
Balance on incorporation
as at 28 November 2018 2 2 - 2
Shares issued during the
period (net of issue costs) 309,774,998 30,976 1,756,068 1,788,044
Balance as at 31 March 2020 309,775,000 30,978 1,756,068 1,788,044
------------ --------- ---------- ----------
Shares issued during the
period (net of issue costs) 214,750,000 21,477 1,710,988 1,732,455
------------ --------- ---------- ----------
Balance as at 31 December
2020 524,525,000 52,453 3,468,048 3,597,406
------------ --------- ---------- ----------
The Company has only one class of share. All ordinary shares
have equal voting rights and rank pari passu for the distribution
of dividends and repayment of capital. As at 31 December 2020 the
Company's issued and outstanding capital structure comprised
524,525,000 shares and there were no other securities in issue and
outstanding.
On 28 November 2018 the Company was incorporated and issued 2
ordinary shares of GBP0.001 each.
On 1 December 2018 the Company issued 115,249,998 ordinary
shares of GBP0.0001 each in lieu of consulting fees. The shares
rank pari passu in all respects to the existing ordinary
shares.
From 1 January 2019 to March 2020 the Company issued 190,025,000
ordinary shares of GBP0.0001 each at a place price of GBP0.01 per
placing share. The shares rank pari passu in all respects to the
existing ordinary shares.
On 28 February 2020 the Company issued 4,500,000 ordinary shares
of GBP0.0001 each at a placing price of GBP0.01 per placing share
in settlement of consulting fees of a sum of GBP45,000 owed to a
creditor. The shares rank pari passu in all respects to the
existing ordinary shares.
From 1 April 2020 to 31 December 2020 the Company issued
214,750,000 ordinary shares of GBP0.0001 each at a place price of
GBP0.01 per placing share. The shares rank pari passu in all
respects to the existing ordinary shares.
At 31 March 2020, there were warrants over 12,000,000 unissued
ordinary shares.
12. WARRANT RESERVE
Details of the warrants outstanding are as follows:
Issued Exercisable Expiry date Number outstanding Exercise
from price
20 October 2019 Anytime until 8 March 2022 12,000,000 GBP0.01
31 March 31 December
2020 2020
GBP GBP
--------- ------------
At beginning of period 24,137 -
Fair value of warrants granted and vested
during the period - 24,137
At end of period 24,137 24,137
--------- ------------
The Company issued 12,000,000 warrants during the period on 20
October 2019.
Fair Value Weighted average
Number GBP exercise price
----------- ----------------------- -----------------
At 31 December 2020 12,000,000 24,137 GBP0.01
The estimated fair value of the warrants granted in October 2019
was calculated by applying the Black-Scholes option pricing model.
The assumptions used in the calculation were as follows:
Share price at date of grant 1.00 pence
Exercise price 1.00 pence
Expected volatility 35%
Expected dividend Nil
Vesting criteria Exercisable on date of grant
Contractual life 2 years
Risk free rate 0.70%
Estimate fair value of each warrant 0.20 pence
The warrants outstanding at the period end have a weighted
average remaining contractual life of 1.25 years. The exercise
prices of the warrants are GBP0.01 per share.
13. CAPITAL COMMITMENTS
There were no capital commitments at 31 December 2020.
14. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2020.
15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments comprise primarily cash and
various items such as trade debtors and trade payables which arise
directly from operations. The main purpose of these financial
instruments is to provide working capital for the Company's
operations. The Company does not utilise complex financial
instruments or hedging mechanisms.
Financial assets by category
The categories of financial assets are as follows:
31 December 31 March
2020 2020
GBP GBP
Current Assets at amortised cost:
Trade and other receivables - -
Cash and cash equivalents 1,261,997 552,977
1,261,997 552,977
----------------------------------- ------------ ---------
Financial liabilities by category
The categories of financial liabilities are as follows:
31 December 31 March
2020 2020
GBP GBP
Current Liabilities at amortised cost:
Trade and other payables 86,000 80,392
Categorised as financial liabilities
measured at amortised cost 86,000 80,392
----------------------------------------- ------------ ---------
All amounts are short term and payable in 0 to 3 months.
Credit risk
The maximum exposure to credit risk at the reporting date by
class of financial asset was:
31 December 31 March
2020 2020
GBP GBP
Trade and other receivables - -
---------------------------- ------------ ---------
Interest rate risk
The maximum exposure to interest rate risk at the reporting date
by class of financial asset was:
31 December 31 March
2020 2020
GBP GBP
Bank balances 1,261,997 552,977
---------------- ------------ ---------
The nature of the Company's activities and the basis of funding
are such that the Company has significant liquid resources. The
Company uses these resources to meet the cost of operations.
The Company is not financially dependent on the income earned on
these resources and therefore the risk of interest rate
fluctuations is not significant to the business and the Directors
have not performed a detailed sensitivity analysis.
All deposits are placed with main clearing banks to restrict
both credit risk and liquidity risk. The deposits are placed for
the short term, between one and three months, to provide
flexibility and access to the funds.
Credit and liquidity risk
Credit risk is the risk of an unexpected loss if a counter party
to a financial instrument fails to meet its commercial obligations.
The Company's maximum credit risk exposure is limited to the
carrying amount of cash of GBP1,261,997 and trade and other
receivables of GBPnil. Credit risk is managed on a Company basis.
Funds are deposited with financial institutions with a credit
rating equivalent to, or above, the main UK clearing banks. The
Company's liquid resources are invested having regard to the timing
of payment to be made in the ordinary course of the Company's
activities. All financial liabilities are payable in the short term
(between 0 to 3 months) and the Company maintains adequate bank
balances to meet those liabilities.
Currency risk
The Company operates in a global market with income and costs
possibly arising in a number of currencies. The majority of the
operating costs are incurred in GBPGBP. The Company does not hedge
potential future income or costs, since the existence, quantum and
timing of such transactions cannot be accurately predicted. The
Company did not have foreign currency exposure at period end.
16. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising the return to
shareholders through the optimisation of the balance between debt
and equity.
The capital structure of the Company as at 31 December 2020
consisted of equity attributable to the equity holders of the
Company, totalling GBP920,288.
The Company reviews the capital structure on an on-going basis.
As part of this review, the directors consider the cost of capital
and the risks associated with each class of capital. The Company
will balance its overall capital structure through the payment of
dividends, new share issues and the issue of new debt or the
repayment of existing debt.
17. RELATED PARTY TRANSACTIONS
The compensation payable to Key Management personnel comprised
GBP205,900 paid by the Company to the Directors in respect of
services to the Company. Full details of the compensation for each
Director are provided in the Directors' Remuneration Report. At
period end, an amount of GBP38,804 (31 March 2020: GBP112,903) was
due to the Directors in respect of Directors remuneration.
Rory Heier is the sole Director of Harpers Capital Limited that
received GBP76,500 during the period for the provision of
consulting, marketing and business development services. At the
period end, an amount of GBPNil was due to Harpers Capital
Limited.
Steve Bassi is a Director of Narf Industries LLC, a company that
received $250,000 USD during the period for the agreed payment of
legal and due diligence services in connection with the signed
letter of intent between Narf Industries LLC and Cyba plc. At the
period end, an amount of GBPNil was due to Narf Industries LLC.
18. EVENTS SUBESQUENT TO PERIOD END
On 8 March 2021, the Company commenced trading its ordinary
shares on the Main Market for listed securities of the London Stock
Exchange plc under the TDIM 'CYBA'
On 13 May 2021, the Company completed a placement of 100 million
ordinary shares of 0.0001p each at a price of 2p er ordinary share
to raise GBP2 million before expenses to new and existing
shareholders of Cyba plc.
On 21 June 2021, the Company announced a proposed acquisition of
Narf Industries LLC and Narf Industries PR LLC and has entered into
legally binding heads of agreement to acquire the entire issued
share capital of Narf, an established provider of cutting edge
cyber security R&D to the US Government and Industry, for a
total consideration of US$25.6 million, of which $2.0m is payable
by way of deposit to the sellers.
On 21 June 2021, the Company announced that it had secured an
extension of the exclusivity period set out in the Letter of Intent
entered into on 6 October 2020 in relation n to the Company's
possible acquisition of Swarm Industries Inc. and Swarm
Technologies Inc up to 30 September 2021.
19. CONTROL
In the opinion of the Directors there is no single ultimate
controlling party.
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END
QRTGZGFVLGVGMZG
(END) Dow Jones Newswires
June 30, 2021 05:30 ET (09:30 GMT)
Narf Industries (LSE:NARF)
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