NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.
Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or in the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by EDF Energy EV Limited (to be re-registered as a public limited company and renamed Pod Point Group plc) (the "Company" or "Pod Point" and, together with its subsidiaries and subsidiary undertakings, the "Group") in due course in connection with a possible offer of ordinary shares in the capital of the Company (the "Shares") and the possible admission of such Shares to the premium listing segment of the Official List of FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of any Prospectus will, if published, be available on the Company's website at https://investors.pod-point.com subject to certain access restrictions.
11 October 2021
EDF Energy EV Limited
Announcement of Intention to Publish a Registration Document and Expected Intention to Float on the London Stock Exchange
Pod Point, one of the United Kingdom's leading providers of Electric Vehicle ("EV") charging solutions, today announces the intended publication of a registration document (the "Registration Document") and that the Company is considering an initial public offering (the "IPO" or the "Offer"). Should the Company proceed with the Offer, it will apply for admission of its ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange ("Admission").
Pod Point Highlights:
· Pod Point is one of the United Kingdom's leading providers of EV charging solutions and was founded by Erik Fairbairn in 2009 with a simple vision: travel should not damage the earth.
· Pod Point believes charging requires a distributed network of infrastructure that allows vehicles to "top up" where and when they are parked, which the Directors estimate constitutes approximately 95 per cent of an average car's life, with occasional high powered, faster charging to extend range where needed.
· Pod Point's approach to the EV charging market in the United Kingdom has, since inception, been informed by the notion that EV charging is an ecosystem comprising four routes to market: home, workplace, destination and en-route; Pod Point has strong traction across each of these segments.
· Pod Point holds a leading position in the home charge route to market in the United Kingdom with a market share of approximately 50 - 60% and is the second largest provider of workplace charging with a market share of approximately 10 - 20%.[1] As at 30 June 2021, Pod Point had installed more than 89,000 home charge points and over 13,000 commercial units, including those located at workplaces and destination locations (such as shops and leisure attractions).
· Current and future growth in EV adoption in the United Kingdom is underpinned by a favourable regulatory and political backdrop, including the UK government's announced ban on the sale of new internal combustion engine vehicles from 2030. Other key growth drivers include cost reduction and technological developments in lithium-ion batteries; increasing EV vehicle choice; and a growing awareness of the impact of climate change among businesses and consumers.
· Pod Point anticipates that approximately 25 million charge points will be needed in the United Kingdom by 2040, with data from Bloomberg New Energy Finance indicating that the vast majority are likely to be home chargers. Strong growth is also expected in installations of public charge points, with cumulative installations projected to increase from around 21,000 in 2020 to between 280,000 and 500,000 in 2030, according to reports issued by the Climate Change Committee and the European Federation for Transport and Environment.
· Pod Point intends to expand investment in charging assets it owns, which Management believes will enable Pod Point to accelerate the roll-out of charge points in strategic charging locations (including destination and en-route facilities, in addition to multi-tenancy residential dwellings).
· Pod Point has grown rapidly in recent years, delivering revenue growth of 123 per cent in H1 2021 over H1 2020 and an improving financial profile:
|
|
|
Year ended 31 December |
|
Six months ended 30 June |
||||||
|
|
|
(£000) |
|
|
||||||
|
|
|
2018 |
|
2019 |
|
2020 |
|
2020 |
|
2021 |
| Revenue(1) |
|
11,866 |
|
17,295 |
|
33,082 |
|
11,905 |
|
26,497 |
| Gross profit |
|
1,489 |
|
2,820 |
|
8,203 |
|
2,520 |
|
7,039 |
| Adjusted EBITDA(2) |
|
(5,100) |
|
(4,516) |
|
(331) |
|
(1,602) |
|
487 |
| Operating loss |
|
(6,620) |
|
(6,495) |
|
(12,321) |
|
(8,888) |
|
(6,045) |
Note:
(1) Includes OZEV revenue
(2) Adjusted EBITDA is a non-IFRS measure and is defined as loss after tax after adding back income tax (expense)/credit, finance income, finance costs, amortisation and depreciation, share-based payments and exceptional items. Exceptional items are material items that are considered exceptional in nature by virtue of their size and/or incidence.
1 Market share data as reported by the Competition and Markets Authority
Gareth Davis, Chairperson[2] of Pod Point, said:
"Pod Point has a key part to play in enabling the clean energy transition and has made impressive progress to date. The company's rapid growth and strong financial position are testament to its high-quality product, long term strategic commercial partnerships, effective approach and the expertise and calibre of the management team.
Today marks an exciting milestone for the business. I am looking forward to helping steer Pod Point's superb team to take advantage of the significant growth opportunity ahead of us. I have no doubt that the company will continue to thrive as one of the United Kingdom's leading EV charging companies, delivering further value to all its stakeholders and ensuring that travel does not damage the earth."
2 Gareth Davis is the proposed chairperson of Pod Point and his appointment would take effect from Admission.
Erik Fairbairn, Chief Executive Officer of Pod Point, said:
"I founded Pod Point in 2009 with a mission to make travel not damage the earth. Our focus on this mission has never wavered.
An IPO would be a massive milestone in Pod Point's journey, enabling us to continue investing in our network, charge points, technology, and people, while helping us progress towards our goal of a Pod Point everywhere you park.
I want to say a heartfelt thank you to the Pod Point Team and all of our Customers who have all been a fundamental part of the journey to this point and I look forward to continuing to lead the business as we deliver on our mission of ensuring that travel doesn't damage the earth."
Potential Offer Highlights:
Should Pod Point proceed with an IPO, the current expectation is that:
· The Company's shares would be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange.
· The Offer would comprise a primary offer of new Shares to be issued by the Company with proceeds supporting Pod Point's growth plans, and an offer of existing Shares to be sold by Legal & General Capital Investments Limited ("LGCIL") and certain existing employees.
· The Offer would be a targeted offering to institutional investors outside the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the United States Securities Act of 1933 (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
· Immediately following Admission, the Company would have a free float of at least 25% of issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices. In addition, it is expected that the Shares representing in aggregate up to 10% of the Offer will be made available by EDF Energy Customers Limited, a subsidiary of Électricité de France S.A. ("EDF") and LGCIL pursuant to an over-allotment option.
· The Company expects that the current majority shareholder, EDF, would retain a stake of over 50% following Admission and would continue to support Pod Point's future growth through co-operation in relation to EDF's UK customer base and through access to EDF's capabilities across the energy value chain.
· The Company has engaged Barclays and BofA Securities as Joint Global Co-ordinators and Joint Bookrunners, and Numis as Joint Bookrunner in the event the Offer proceeds.
· The Company is expected to qualify for London Stock Exchange's Green Economy Mark at Admission, which recognises companies that derive 50% or more of their total annual revenues from products and services that contribute to the global green economy. The underlying methodology incorporates the Green Revenues data model developed by FTSE Russell, which helps investors understand the global industrial transition to a green and low carbon economy with consistent, transparent data and indexes.
A copy of the Registration Document will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online https://investors.pod-point.com subject to certain access restrictions.
Access to supplemental information for bona-fide, unconnected research analysts: Information in relation to the Company will be made available via a link to unconnected research analysts today. Please contact Pod Point's investor relations team at [email protected] if you are a bona-fide research analyst and would like to receive access to the information.
Investment Highlights:
Strong brand recognition with market leading position in the United Kingdom
· As one of the original EV charging providers in the United Kingdom, with over ten years of operating history, Pod Point has been able to establish a strong market position in key UK market segments, including Home and Commercial (workplace and destination) charging.
· Pod Point is also one of the few EV charge point providers in the United Kingdom to be active in each segment of the EV charging ecosystem across home, workplace, destination and en-route.
· As at 30 June 2021, Pod Point had installed and shipped more than 102,000 charge points (equivalent to 108,000 sockets). This is compared to approximately 58,000 charge points installed by bp pulse (as reported by the Sunday Times as at 31 July 2021), who the Directors consider to be Pod Point's next largest competitor in the United Kingdom.
· Pod Point is a known and respected brand in the EV community. Pod Point has strong ratings on Trustpilot (receiving an "Excellent" rating as at 8 October 2021) and on Reviews.IO (where 92% of reviewers recommended Pod Point, as at 8 October 2021.
Well-established charging ecosystem supported through key partnerships
· Pod Point has built market leading capabilities across all four routes to market in the EV charging ecosystem: home, workplace, destination and en-route (with the latter three sitting within Pod Point's Commercial business segment).
· Pod Point believes its presence in each part of the EV charging ecosystem supports its business in the other parts, as strong brand awareness and well-regarded product in one segment lowers the cost of customer acquisition in other routes to market.
· Pod Point's well-established charging ecosystem has been achieved by developing good relationships with a wide range of customers including automotive OEMs (such as Audi, Jaguar Land Rover, Nissan, Peugeot, Volkswagen and Hyundai (and their related leasing partners), fleet management companies (such as NHS Fleet Solutions), property developers (such as Barratt Homes and Bellway Homes), supermarkets (such as Lidl and Tesco), "Last Mile" delivery companies (such as Hermes and DPD), leisure operators (such as Warner Brothers and Bristol Airport), and other large corporate entities and SMEs. Many of Pod Point's Commercial customers have renewed their contracts over the past 12 years.
· Pod Point's relationships with its Commercial customers are of critical importance to its business across all routes to market, as Commercial customers typically seek to provide a consistent experience across all their locations for their own customers. Management believes that as long as Pod Point continues to provide high quality products and services, Commercial customers have a high propensity to continue their relationship with Pod Point.
· In addition to the sale and installation of charge points, Pod Point owns and operates charge points at commercial locations. As at 30 June 2021, Pod Point has 853 charge points (a mix of both AC and DC units) at 396 Tesco sites. Pod Point expects to significantly increase the number of owned charge points at both Tesco sites and other locations in the near term.
Active network of smart connected charge points with potential to accelerate growth of recurring revenues
· As at 30th June 2021, over 79,000 of Pod Point's smart charge points communicated with its back-end systems in the previous three months. These communicating smart charge points enable Pod Point to collect real-time data on customer charging patterns and behaviour.
· This foundation enables Pod Point to develop future revenue streams whereby Pod Point plans to offer energy monitoring services, host software services, electrical grid load management, fleet management, and solar and storage recommendations to current and potential customers.
· Pod Point expects in the medium term to become a key participant in distributed smart energy, with its charge points actively involved in managing load by controlling the flow of energy into EVs on a national and local level.
Operational excellence
· Pod Point has developed a highly effective and agile infrastructure to support the design, out-sourced manufacture and installation of charge points and associated systems.
· As at 30 June 2021, the Company had more than 300 full-time employees, across management, sales, administration, operations and hardware and software development. Each department is led by experts with more than 20 years of experience in their respective fields.
· The increasing scale of Pod Point's operation is demonstrated by the growth in the number of home units installed, which has risen from 7,348 in the year ended 31 December 2018 to 28,361 in the year ended 31 December 2020, with 22,647 units installed in the six months to 30 June 2021 alone.
· Pod Point has a significant in-house installation capability (with approximately 50 in-house electrical installers) and maintenance capability and also works with over 150 Pod Point-certified installation partners (including EDF Energy's smart meter installation team). Pod Point uses this combination of in-house installers and partners to scale its operations, whilst maintaining a high quality of service.
Resilient business model delivering high revenue growth
· Pod Point has a track record of delivering robust revenue growth, generating revenue of £17.2 million in the year ended 31 December 2019 (a 45% increase from the year ended 31 December 2018) and £33.1 million in the year ended 31 December 2020 (a 91% increase from the year ended 31 December 2019). Revenue increased £14.6 million, or 123.0%, from £11.9 million in the six months ended 30 June 2020 to £26.5 million in the six months ended 30 June 2021
· Pod Point's revenue growth has contributed to improved gross margins as Pod Point continues to expand its operations. This revenue growth and improved gross margins continued throughout the uncertainty of the COVID-19 pandemic, demonstrating the Company's resilience.
Experienced entrepreneurial leadership team with supportive shareholders
· Pod Point is led by a highly experienced and visionary founder-led management team, with deep expertise in scaling and growing EV charging businesses.
· Over the past 12 years of operations, Pod Point has been able to demonstrate its capabilities in defining the EV charging market in the United Kingdom and establishing a sustainable and scalable business.
· Pod Point is backed by highly supportive shareholders in EDF and Legal & General ("L&G"). LGCIL invested in Pod Point in 2019, providing capital to enable Pod Point to scale up operations. EDF acquired a 78% majority shareholding in Pod Point in February 2020.
· The Company expects that EDF will continue to leverage its expertise in the energy sector to support Pod Point's growth plan with complementary services across the United Kingdom.
· The Company expects that L&G will remain a minority shareholder and will continue to work with Pod Point on existing and potentially new initiatives as part of the Legal & General group's aim to achieve net zero targets across its property portfolios and businesses.
Group Strategy:
Pod Point's goal is simple: to install an EV charge point everywhere that people park. Pod Point's strategy to accomplish this goal is defined in reference to what management sees as the three phases of development of the EV charging market in the United Kingdom:
1) Define top up charging: characterised by Pod Point defining the key routes to market for EV charging infrastructure providers in the United Kingdom, a vision that the Directors believe is reflected in the EV charging market in the United Kingdom today;
2) Build at scale: expanding the scale of Pod Point's operations to support the rapid growth of EVs in the United Kingdom, including by expanding Pod Point's product offering to suit more sub-routes to market, developing the software capability to deliver recurring revenue from Pod Point's network of charge points and investing into owned charge point assets; and
3) Distributed smart energy: active involvement of Pod Point's charge points in the demand-side management of electricity at a local and national level by carefully controlling the rate and time at which electricity flows into large groups of EVs and helping to manage constraints on the electrical grid.
Pod Point's strategy across these phases is based on a number of core beliefs about EV adoption and usage:
1) by building sufficiently robust and wide-ranging charging infrastructure, Pod Point can accelerate the adoption of EVs;
2) EV charging will predominantly occur at locations which an EV driver already planned to visit (rather than going somewhere specifically to charge), meaning that a fully developed charging ecosystem will look very different from conventional petrol stations; and
3) EV drivers are predominantly inclined to charge their cars when they are not using them (as compared to drivers of internal combustion vehicles who typically interrupt their journeys to refuel).
Enquiries:
Tulchan (Public Relations adviser to Pod Point)
James Macey White/ Mark Burgess/ Matt Low/ Laura Marshall / Arthur Rogers
+44 (0)20 7353 4200 / [email protected]
Sponsor, Joint Global Co-ordinator, Joint Bookrunner and Financial Adviser
Barclays
Iain Smedley / Neal West / Sucharita Dasa / Chris Madderson
+44 (0)20 7623 2323
Joint Global Co-ordinator and Joint Bookrunner
BofA Securities
Patrick de Loe / Jerome Renard / Cara Griffiths / Jean Riviere
+44 (0)20 7628 1000
Joint Bookrunner
Numis
Garry Levin / Andrew Coates
+44 (0)20 7260 1000
FURTHER INFORMATION ON THE GROUP
BUSINESS SEGMENTS AND CUSTOMERS
Pod Point currently operates through five business segments:
Home
Pod Point's Home segment is comprised of the installation of smart charge points in domestic properties (homes) across the United Kingdom. Pod Point enters into referral agreements with major automotive original equipment manufacturers ("OEMs"), including Audi, Jaguar Land Rover, Nissan, Peugeot, Volkswagen and Hyundai (and their related leasing partners) and other leasing and fleet management companies to install home chargers for the OEM's EV customers. Under these agreements, Pod Point is usually either the sole supplier (on a non-exclusive basis) recommended to OEM EV customers upon purchase of their EV, or one of two preferred recommended suppliers. Pod Point also sells charge points and installation services directly to homeowners through its web-based retail platform.
Commercial
Pod Point's commercial segment is comprised of the installation of charge points and direct selling of charge points via a number of distinct routes to market including workplace, destination and en-route across the United Kingdom:
Workplace: Pod Point installs charge points in workplaces, enabling employers to provide EV charging capability to their employees, visitors and to power their EV fleets. Pod Point's Workplace customers include Skanska and Mitie.
Destination and en-route: Pod Point installs charge points in public locations such as shopping centres, retail parks, train stations and airports, (a) where it is expected that EV drivers spend longer periods of time; (b) in order to extend the range of customers' EVs and/or (c) to serve as a weekly top-up charging mechanism.
Built environment: sale of home charge units to property developers and managing agents including Barratt Homes and Bellway Homes for installation during development, or retrofit (with charge points sold with or without installation services from Pod Point).
Owned Assets
Pod Point has a number of charge points which are owned by the Company and are installed at locations under commercial arrangements with the owner or lessor of these locations. Currently, all of Pod Point's owned charge points were installed pursuant to a commercial arrangement with Tesco which was signed in February 2020. As of 30 June 2021, Pod Point has installed 853 charge points (a mix of both AC and DC units) at 396 Tesco sites under this arrangement. Pod Point expects to significantly increase the number of owned charge points in the future.
Recurring Revenues
Pod Point receives ongoing network fees and/or revenue share from certain groups of charge points owned by Commercial customers. The Directors expect the Recurring Revenues segment to be a source of profitable revenue growth in the future both from Home and Commercial customers. The Directors expect that the services to be included in the Recurring Revenues segment will consist of energy monitoring services (i.e., offering a tariff-switching service based on drivers' energy consumption), host software services (allowing Pod Point's charge point hosts to easily set and manage charging tariffs for drivers) and electrical grid load management (demand-side response services to support electrical grid operators and generators).
Norway
Comprises home and commercial revenues sourced in Norway. Given the current size of this business segment and expected future contribution to business, these revenues are expected to be included within Home and Commercial (as applicable) from the end of 2021.
Pod Point Key Performance Indicators and Financial Information
Pod Point uses a number of key, non-financial performance indicators ("KPIs") in managing its business, and its overall results of operations have been primarily driven by these indicators. The Group's key non-financial KPI is the number of units it installs in a period across the Home and Commercial business segments. Within the Home business segment, Management views the number of Pod Point installs as a percentage of new plug-in vehicles sold in a period as an indicator of market share. The table below sets out these figures for the periods indicated:
|
|
Year ended 31 December |
Six months ended 30 June |
|||
|
|
unaudited |
||||
|
|
2018 |
2019 |
2020 |
2021 |
|
| Home units installed |
7,348 |
9,533 |
28,361 |
22,647 |
|
| Home revenue per unit (£) |
697 |
710 |
717 |
732 |
|
| Home gross margin per unit (£) |
102 |
109 |
181 |
204 |
|
| Commercial units installed and shipped |
2,507 |
4,601 |
7,402 |
4,840 |
|
| Commercial revenue per unit (£) |
1,610 |
1,680 |
1,476 |
1,767 |
|
| Commercial gross margin per unit (£) |
209 |
277 |
331 |
379 |
|
| New plug-in vehicle sales in period........ |
58,256 |
72,826 |
175,084 |
132,094 |
|
The total number of Home and Commercial charge points installed that are able to communicate with Pod Point's back-end management information system, combined with the average recurring revenue per each unit type, are important indicators for the Recurring Revenue segment. The table below sets out these metrics for the periods indicated:
|
|
Year ended 31 December |
Six months ended 30 June |
|||
|
|
unaudited |
||||
|
|
2018 |
2019 |
2020 |
2021 |
|
| Home units installed and capable of communicating at period end |
28,654 |
38,187 |
66,548 |
89,195 |
|
| Commercial units installed and capable of communicating at period end |
2,653 |
7,254 |
10,950 |
13,175 |
|
| Average Commercial recurring revenue per unit (£) |
62.6 |
48.4 |
50.4 |
30.2 |
|
The table below sets out operational indicators of the Group for the periods indicated:
|
|
Year ended 31 December |
Six months ended 30 June |
||
|
|
unaudited |
|||
|
|
2018 |
2019 |
2020 |
2021 |
| Percentage Home installations undertaken by: |
|
|
|
|
| In-house installers |
84% |
55% |
25% |
13% |
| Partners |
16% |
45% |
75% |
87% |
Note: in-house installers are Pod Point employees while "partners" refers to third party installers Pod Point hires pursuant to sub-contractor arrangements.
Consolidated Income Statement
|
|
Year ended 31 December |
Six months ended 30 June |
|||
|
|
2018 |
2019 |
2020 |
2020 |
2021 |
|
|
|
|
|
(unaudited) |
|
|
|
(£000) |
||||
| Revenue (including OZEV revenues)................... |
11,866 |
17,295 |
33,082 |
11,905 |
26,497 |
| Cost of sales.............................................................. |
(10,377) |
(14,475) |
(24,879) |
(9,385) |
(19,458) |
|
|
|
|
|
|
|
| Gross profit.............................................................. |
1,489 |
2,820 |
8,203 |
2,520 |
7,039 |
|
|
|
|
|
|
|
| Administrative expenses.......................................... |
(8,109) |
(9,315) |
(20,524) |
(11,408) |
(13,084) |
|
|
|
|
|
|
|
| Operating loss.......................................................... |
(6,620) |
(6,495) |
(12,321) |
(8,888) |
(6,045) |
| Analysed as: |
|
|
|
|
|
| Adjusted EBITDA.................................................... |
(5,100) |
(4,516) |
(331) |
(1,602) |
487 |
| Exceptional items(2)................................................. |
(141) |
(258) |
(8,042) |
(5,357) |
(4,271) |
| Share-based payments............................................. |
(135) |
(52) |
(176) |
(176) |
- |
| EBITDA(1)................................................................ |
(5,376) |
(4,826) |
(8,549) |
(7,135) |
(3,784) |
| Amortisation and depreciation................................. |
(1,244) |
(1,669) |
(3,772) |
(1,753) |
(2,261) |
| Group operating loss................................................ |
(6,620) |
(6,495) |
(12,321) |
(8,888) |
(6,045) |
|
|
|
|
|
|
|
| Finance income.......................................................... |
- |
23 |
27 |
18 |
- |
| Finance costs............................................................. |
(460) |
(422) |
(665) |
(374) |
(622) |
|
|
|
|
|
|
|
| Loss before tax......................................................... |
(7,080) |
(6,894) |
(12,959) |
(9,244) |
(6,667) |
| Income tax (expense)/credit..................................... |
517 |
222 |
- |
- |
- |
|
|
|
|
|
|
|
| Loss after tax............................................................ |
(6,563) |
(6,672) |
(12,959) |
(9,244) |
(6,667) |
|
|
|
|
|
|
|
|
|
£ |
£ |
£ |
£ |
£ |
| Basic and diluted loss per ordinary share |
(0.03) |
(0.02) |
(0.99) |
(0.71) |
(0.51) |
Notes:
(1) EBITDA is defined as earnings before interest, tax, depreciation and amortisation, and is considered by the Directors to be a key measure of financial performance. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation excluding amounts in respect of the Group's share based payments and exceptional items and is also considered by the Directors to be a key measure of financial performance.
(2) Transaction costs and other exceptional costs.
(3) The financial information for the years ended 31 December 2018 and 2019 reflects the results, financial position and cash flows of Pod Point Holding and its subsidiaries. The financial information for the year ended 31 December 2020, and 6 month periods ending 30 June 2020 and 30 June 2021 reflects the consolidation of Pod Point Holding and its subsidiaries for the period from 1 January 2020 to 28 January 2020 and thereafter, EDF Energy EV Limited ("EDF Energy EV") and its subsidiaries (together the "Group") from incorporation on 29 January to 30 June 2021.
(4) References to the "Group" prior to incorporation of EDF Energy EV are to Pod Point Holding and its subsidiaries, and post incorporation are to EDF Energy EV and its subsidiaries.
(5) All amounts relate to continuing activities.
(6) All realised gains and losses are recognised in the consolidated income statement and there is no other comprehensive income.
(7) There is no other comprehensive income in the years and periods presented and therefore no separate statement of other comprehensive income is presented.
Consolidated Statement of Financial Position
|
|
As at |
As at |
As at |
As at |
As at 2021 |
|
|
£'000 |
||||
| Non-current assets |
|
|
|
|
|
| Goodwill |
- |
- |
- |
77,639 |
77,639 |
| Intangible assets....................................................... |
697 |
1,636 |
2,027 |
28,526 |
28,450 |
| Property, plant and equipment.................................. |
303 |
320 |
239 |
2,302 |
3,860 |
| Deferred tax asset |
111 |
274 |
233 |
5,395 |
7,206 |
| Right of use assets................................................... |
1,426 |
1,288 |
1,061 |
940 |
1,301 |
|
|
2,537 |
3,518 |
3,560 |
114,802 |
118,456 |
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Cash and cash equivalents....................................... |
458 |
1,408 |
5,596 |
2,943 |
1,567 |
| Trade and other receivables..................................... |
3,408 |
4,099 |
9,394 |
14,317 |
19,142 |
| Inventories.................................................................. |
1,072 |
1,388 |
3,043 |
5,622 |
4,377 |
|
|
4,938 |
6,895 |
18,033 |
22,882 |
25,086 |
|
|
|
|
|
|
|
| Total assets................................................................ |
7,475 |
10,413 |
21,593 |
137,684 |
143,542 |
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Trade and other payables......................................... |
(3,491) |
(3,873) |
(9,469) |
(19,480) |
(22,740) |
| Loan and borrowings............................................... |
- |
(55) |
(3,075) |
(727) |
(753) |
| Lease liabilities........................................................ |
(241) |
(268) |
(477) |
(484) |
(643) |
| Provisions.................................................................. |
(24) |
(36) |
(238) |
(175) |
(153) |
|
|
(3,756) |
(4,232) |
(13,259) |
(20,866) |
(24,289) |
|
|
|
|
|
|
|
| Net current assets................................................... |
1,293 |
2,663 |
4,774 |
2,016 |
797 |
|
|
|
|
|
|
|
| Total assets less current liabilities......................... |
3,719 |
6,181 |
8,359 |
116,818 |
119,253 |
|
|
|
|
|
|
|
| Non-current liabilities |
|
|
|
|
|
| Loan and borrowings............................................... |
(3,373) |
(3,318) |
(243) |
(10,806) |
(18,830) |
| Other non-current liabilities..................................... |
- |
- |
- |
(1,000) |
- |
| Lease liabilities........................................................ |
(1,258) |
(1,174) |
(876) |
(703) |
(866) |
| Deferred tax liability |
(111) |
(274) |
(233) |
(5,395) |
(7,206) |
| Provisions.................................................................. |
(40) |
(54) |
(91) |
(141) |
(245) |
|
|
(4,782) |
(4,820) |
(1,443) |
(18,045) |
(27,147) |
|
|
|
|
|
|
|
| Total liabilities.......................................................... |
(8,539) |
(9,052) |
(14,727) |
(38,911) |
(51,436) |
|
|
|
|
|
|
|
| Net assets (liabilities).............................................. |
(1,063) |
1,361 |
6,891 |
98,773 |
92,106 |
|
|
|
|
|
|
|
| Equity |
|
|
|
|
|
| Share capital............................................................... |
23 |
27 |
32 |
- |
- |
| Share premium......................................................... |
9,833 |
18,681 |
30,826 |
26,400 |
26,400 |
| Other reserves........................................................... |
433 |
568 |
620 |
- |
- |
| (Accumulated losses) / Retained earnings................. |
(11,352) |
(17,915) |
(24,587) |
72,373 |
65,706 |
|
|
(1,063) |
1,361 |
6,891 |
98,773 |
92,106 |
Consolidated Statement of Cash Flow
|
|
Year ended 31 December 2018 |
Year ended 31 December 2019 |
Year ended 31 December 2020 |
6 months ended 30 June 2020 (unaudited) |
6 months ended 30 June 2021 |
|
|
£'000 |
||||
| Cash flows from operating activities |
|
|
|
|
|
| Operating loss............................................................. |
(6,620) |
(6,495) |
(12,321) |
(8,888) |
(6,045) |
| Adjustment for non-cash items: |
|
|
|
|
|
| Amortisation of intangible assets.................................... |
598 |
1,050 |
2,927 |
1,340 |
1,695 |
| Depreciation of tangible assets........................................ |
163 |
169 |
360 |
165 |
302 |
| Depreciation of right of use assets................................... |
483 |
450 |
485 |
248 |
264 |
| Share based payment charges.......................................... |
135 |
52 |
176 |
176 |
- |
| Gain on disposal of tangible asset................................... |
- |
(6) |
- |
- |
- |
|
|
1,379 |
1,715 |
3,948 |
1,929 |
2,261 |
| Changes in working capital |
|
|
|
|
|
| Inventories.................................................................. |
(316) |
(1,654) |
(2,579) |
467 |
1,244 |
| Trade and other receivables............................................ |
(691) |
(5,296) |
(4,923) |
(750) |
(4,825) |
| Trade and other payables............................................... |
382 |
5,596 |
10,011 |
(279) |
2,260 |
| Provisions.................................................................. |
26 |
239 |
(13) |
(88) |
82 |
|
|
(599) |
(1,115) |
2,496 |
(650) |
(1,239) |
| Tax received |
517 |
222 |
- |
- |
- |
| Net cash from operating activities................................ |
(5,323) |
(5,673) |
(5,877) |
(7,609) |
(5,023) |
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
|
| Acquisition of subsidiaries............................................ |
- |
- |
(85,196) |
(85,196) |
- |
| Purchase of tangible assets............................................. |
(180) |
(93) |
(2,423) |
(775) |
(1,827) |
| Purchase of intangible assets.......................................... |
(1,537) |
(1,440) |
(2,116) |
(1,375) |
(1,652) |
| Interest received........................................................... |
- |
23 |
27 |
18 |
- |
| Net cash flow (used in) investing activities.................... |
(1,717) |
(1,510) |
(89,708) |
(87,328) |
(3,479) |
| Cash flows from financing activities |
|
|
|
|
|
| Borrowings forgiven |
|
|
84,566 |
84,566 |
|
| Shares issued.............................................................. |
8,848 |
12,145 |
1,341 |
1,341 |
- |
| Proceeds from new borrowings....................................... |
- |
- |
11,290 |
9,111 |
8,075 |
| Loan/bond repayment................................................... |
- |
(55) |
(3,075) |
(3,075) |
(26) |
| Payment of principal of lease liabilities............................ |
(422) |
(311) |
(531) |
(260) |
(303) |
| Payment of lease interest............................................... |
(99) |
(107) |
(93) |
(50) |
(50) |
| Other Interest paid........................................................ |
(337) |
(301) |
(566) |
(326) |
(570) |
| Net cash flows (used in) / generated by financing activities.................................................................... |
7,990 |
11,371 |
92,932 |
91,307 |
7,126 |
| Net increase/(decrease) in cash and cash equivalents...... |
950 |
4,188 |
(2,653) |
(3,630) |
(1,376) |
| Cash and cash equivalents at beginning of the year...... |
458 |
1,408 |
5,596 |
5,596 |
2,943 |
| Closing cash and cash equivalents............................... |
1,408 |
5,596 |
2,943 |
1,966 |
1,567 |
Directors and Senior Management
Directors
Should the Company proceed with an IPO, it is expected that its Board of Directors will consist of the following:
Independent Directors
|
Name |
Position |
| Gareth Davis |
Chairperson |
| Andy Palmer |
Senior Non-Executive Director |
| Karen Myers |
Remuneration Committee Chairperson |
| Margaret Amos |
Audit Committee Chairperson |
| Norma Dove-Edwin |
Non-Executive Director |
| Erika Schraner |
Non-Executive Director |
Gareth Davis (Chairperson)
Gareth began his career at Imperial Brands Plc and served as Chief Executive from 1996 to 2010. Gareth was a non-executive director of DS Smith Plc from 2010-2011, and served as Chairperson from 2012 to January 2021. Gareth also served on the boards of Ferguson Plc (as non-executive director from 2003 to 2004, Senior Independent Director from 2004 to 2011, Chairperson from 2011 to 2019 and Non-Executive Director from 2011 to 2020) and William Hill Plc (as Chairperson from 2010 to 2018). Gareth has served as Chairperson of M&C Saatchi Plc since 2020.
Gareth has a Bachelor of Arts in Economics and Geography (Hons) from the University of Sheffield.
Dr. Andy Palmer CMG (Senior Non-Executive Director)
Andy has more than 42 years of experience in the automotive industry and is currently Executive Vice Chairperson & CEO of Switch Mobility Ltd., Chairperson of Optare plc, Vice Chairperson of Inobat Jsa, Chairperson of HiLo and Founder / CEO of Palmer Automotive ltd. Previously he served as President and Group Chief Executive of Aston Martin Lagonda Global Holdings Plc from 2014 to 2020. Prior to Aston Martin, Andy served as Chief Operating Officer and Chief Planning Officer of Nissan Motor Corporation from 2013 to 2014 (where he also served as Executive Vice President from 2011 to 2013) and is credited with the creation & execution of the Nissan LEAF EV. Andy holds a number of non-executive positions, including as Senior Adviser at Falcon Group (since 2020), non-executive director at Ashok Leyland (since 2017) and Honorary Group Captain RAF. Andy holds a Master of Science from the University of Warwick and a PhD in Engineering Management from Cranfield University. He is a Fellow of the Royal Academy of Engineering, a Fellow of the Institution of Mechanical Engineers and a Companion of the Chartered Management Institute.
He was honoured in 2014 with a Companion of the most distinguished order of Saint Michael and Saint George for contribution to the British Automotive Industry.
Karen Myers (Remuneration Committee Chairperson)
Karen serves as Chief HR and Corporate Communications Director at National Express, a position she has held since September 2021. Prior to this, Karen worked at William Hill Plc as Chief HR Officer from 2015, taking on additional accountability for Corporate Affairs in 2019. Prior to William Hill Plc, Karen served as HR Director of RSA Insurance Group Plc from 2009 to 2015. Karen started her career at Marks & Spencer Group Plc, where she worked from 1997 to 2001, and has worked at Barclays Bank Plc (from 2001 to 2006), BT Ltd (from 2006-2008) and Tesco Corporation (from 2008 to 2009) in a number of executive managerial HR roles. Karen also served as Chairperson of the William Hill Foundation from 2015 to June 2021 and serves as a Non-Executive Director and Committee Chairperson for KellyDeli Ltd from January 2020 to present.
Karen has a Master of Arts (Hons) in Modern History from the University of Dundee and is an associate of the Chartered Institute of Personnel and Development.
Margaret Amos (Audit Committee Chairperson)
Margaret began her career at Rolls-Royce Plc in 1990, and most recently served as Senior Finance Business Partner, Aerospace (from 2013 to 2015) and Finance Director, Corporate, IT and Engineering (from 2015 to 2017). After Rolls-Royce Plc, Margaret founded and acted as Managing Director of A2 Business Solutions from 2018 to 2020. Margaret serves as non-executive director and committee Chairperson for a number of entities, including Ombudsman Services (as Chairperson of the audit committee, a position she has held since 2018) and HMG Department for Transport, Trinity House (as Chairperson of the audit committee, a position she has held since 2017).
Margaret holds a Doctorate in Professional Practice from the University of Derby and a Masters in Global Supply Chain Management (with distinction) from the University of Nottingham. Margaret is a fellow of the Chartered Institute of Management Accountants and the Chartered Institute of Procurement and Supply.
Norma Dove-Edwin (Non-Executive Director)
Norma currently serves as Chief Information Officer - ESO at National Grid Plc. Norma previously served as Group Chief Data and Information Officer at Places for People (from 2017 to 2020) and held a number of positions at British American Tobacco Plc from 2008 to 2017, including as Head of Global Data Services from 2016 to 2017.
Norma holds a Bachelor of Science from Queen Mary University of London, a Master of Science from the University of Stirling and a Master of Business Administration from Imperial College London
Erika Schraner (Non-Executive Director)
Erika brings over 25 years' experience in leadership positions to the board of directors of Pod Point and spent more than 18 years working in Silicon Valley in senior professional services and executive roles in the technology sector.
Erika most recently served as Partner, UK Leader for M&A Integration Services and UK Leader for Technology, Media and Telecommunications M&A Advisory Services at PricewaterhouseCoopers LLP from 2013 to 2018. From 2007 to 2013, Erika was a partner at Ernst & Young LLP in Silicon Valley (where she led the Operational Transaction Services for the Americas in the technology sector) and in Zurich. Erika has held a number of supply chain management and operations roles in her career, including at IBM Corporation (from 1994 to 1996), REL Consultancy Group Ltd (from 1996 to 1998) and Symantec Corporation Inc (from 2003 to 2007).
Erika currently serves as a non-executive director at Bytes Technology Plc (since 2021), a non-executive director, chair of the nomination committee and as member of the audit and remuneration committees of JTC Group Plc (since 2019) and non-executive director, chair of the audit committee and member of the nomination and remuneration committees of Amino Technologies Plc (since 2019). Erika was a non-executive director and Chairperson of the remuneration committee at BluJay Topco Limited (now part of e2Open Corporation) from April to September 2021. Erika has held non-executive director and advisory board roles since 2001.
Erika holds a Bachelor of Science and a Master of Science from the Swiss Federal Institute of Technology Lausanne, Switzerland and a PhD and Master of Science from Stanford University, USA.
Connected Directors
|
Name |
Position |
| Erik Fairbairn |
Chief Executive Officer |
| David Surtees |
Chief Financial Officer |
| Robert Guyler |
Non-Executive Director |
| Philippe Commaret |
Non-Executive Director |
Erik Fairbairn (Chief Executive Officer)
Erik Fairbairn founded Pod Point in 2009 with the vision that travel should not damage the earth. Before starting Pod Point, Erik founded Ecurie25 - Supercar Club in 2005. Ecurie25 was a private members club that provided members with access to high-end, high-powered vehicles. Erik sold the company via trade sale in 2008.
Erik has a Bachelor of Engineering from the University of Sheffield.
David Surtees (Chief Financial Officer)
David Surtees joined Pod Point as CFO in June 2017.
Prior to Pod Point, David was Chief Financial Officer of Innasol, a provider of renewable energy in the United Kingdom, from August 2014 to November 2015. David was Chief Financial Officer of Perform Group from January 2008 to January 2014. David was involved in Perform Group's listing on the London Stock Exchange as a FTSE250 company in 2011. Prior to Perform Group, David was Chief Financial Officer of Shine, one of the United Kingdom's leading independent television producers. Prior to Shine, David worked at Carlton Productions for two years and the BBC for six years. David qualified as a chartered accountant with Price Waterhouse in 1993.
David has a Bachelor of Science (Hons) from the University of Bristol.
Robert Guyler (Non-Executive Director)
Robert Guyler was appointed to the Board as a Non-Executive Director in February 2020. Robert currently serves as CFO, EDF Energy, a position he has held since 2015. Robert also served as Finance Director for EDF Energy Nuclear Generation Ltd from April 2009 to February 2015.
Robert has a BSc. Hons in business studies from the University of Bradford. Robert is qualified as a Chartered Management Accountant (ACMA).
Philippe Commaret (Non-Executive Director)
Philippe Commaret was appointed to the Board as a Non-Executive Director in January 2020. Philippe has served as Managing Director, Customers at EDF Energy since December 2019 and has worked in various capacities at EDF since January 2000.
Philippe graduated from CentraleSupélec, a French graduate engineering school.
Senior Managers
The Company's Senior Managers are as follows:
|
Name |
Position |
| Erik Fairbairn |
Chief Executive Officer |
| David Surtees |
Chief Financial Officer |
IMPORTANT LEGAL INFORMATION
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Barclays Bank PLC, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA").
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, shares to any person in Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any shares referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933, as amended (the "Securities Act") except to qualified institutional investors as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The possible Offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in Australia, Canada, Japan, the United States or elsewhere.
In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.
Each of the Company, Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited and their respective directors, officers, employees, advisers or affiliates, as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.
Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the possible Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
The Company may decide not to go ahead with the IPO and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document referred to herein, constitutes a recommendation concerning the possible Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the possible Offer for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or (iii) a personal recommendation to you.
Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages may have been rounded and accordingly may not add up to 100 per cent.
None of Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Each of Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited (together the "Banks") is acting exclusively for the Company and no one else in connection with the possible Offer. The Banks will not regard any other person as their respective clients in relation to the possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the withdrawal of the United Kingdom from the European Union, Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited may, at their discretion, undertake their obligations in connection with the potential IPO by any of their affiliates based in the EEA.
Each of Barclays Bank PLC and Merrill Lynch International is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA. Numis Securities Limited is authorised and regulated in the United Kingdom by the FCA.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and does not form part of, this announcement.