POS Plexus Holdings Plc

PLEXUS HOLDINGS PLC

("Plexus" or the "Company" or the "Group")

INTERIM RESULTS FOR THE 6 MONTHS TO 31 DECEMBER 2024

Plexus Holdings plc, the AIM quoted oil and gas engineering services business and owner of the proprietary POS-GRIP® method of wellhead engineering, announces its interim results for the six months to 31 December 2024 (H1 2025).

Financial Performance

·    Sales revenue: £2.9m (H1 2024: £5.1m)

o  Excluding last year's £4.1m ($5.2m) one-off SLB licensing deal, organic operational revenue increased by £1.9m year-on-year.

·    Loss before tax: £1.3m (H1 2024 profit: £2.2m)

·    EBITDA loss: £0.2m (H1 2024 profit: £3.1m)

·    Cash and cash equivalents: £1.4m as at the date of this announcement

Operational Highlights:

·    Board changes: Ben van Bilderbeek appointed as Non-Executive Chair, Craig Hendrie as CEO, and Mike Park as CFO (July 2024).

·    Key contract expansion: Dutch North Sea P&A campaign increased from £1m to circa £2m, with additional deployment of proprietary technology (operations commenced August 2024).

·    New contract win: $1m Middle East contract for an exploration well (awarded November 2024). Operations expected to begin in Q3 2025.

·    Major project completion: Specialised subsea abandonment project successfully materially completed in December 2024, with final revenues exceeding £9m.

·    Master Services Agreement: Signed with a well management company, expected to generate additional work in P&A and jack-up exploration.

·    Capital investment: Four new Exact rental wellhead sets completed (March 2025) and now available for allocation, doubling the available rental fleet to eight sets.

·    Loan note extension: Outstanding loan notes (originally due October 2024) extended by six months to mature in April 2025.

Strategic & Financial Positioning:

·    £3.5m fundraising: Launched post-period end (March 2025), through a proposed placing, intended subscription and retail offer, alongside conversion of outstanding loan notes.

·    Use of funds: Purchase of eight new wellhead sets, doubling again the rental fleet and strengthening Plexus' position to capitalise on growing international opportunities.

·    Shareholder approval for the fundraising and loan conversion to be sought at a General Meeting on 7 April 2025.

·    Continued focus on leveraging proprietary technology and securing high-value contracts to drive sustainable growth.

Plexus CEO Craig Hendrie said: "I am excited to lead Plexus into this next phase of growth, leveraging our superior wellhead technology and excellence in operations to meet the evolving needs of the energy sector. Our solutions now extend beyond oil and gas exploration and production to encompass Plug & Abandonment ('P&A'), and gas and carbon capture storage wells, among other emerging applications. Having recently announced a well-supported fundraise, the expansion of our rental fleet will represent a major milestone, enabling us to serve a broader client base and maximise returns from our unique IP. With strong market demand, a clear strategy, and a commitment to engineering and project delivery excellence, we are well-positioned to drive sustainable growth while delivering the highest standards of safety and performance."

CHAIRMAN'S STATEMENT

Business Progress and Operations Review

Over the past six months, Plexus has made significant strategic progress, strengthening its position in the global wellhead market while ensuring that its proprietary technology, products and services continue to deliver industry-leading safety, reliability, and environmental benefits.

The Company has successfully transitioned to a new executive leadership team, with Craig Hendrie stepping into the role of CEO and Mike Park as CFO. Their combined expertise and deep understanding of the business has already brought renewed momentum, ensuring that Plexus remains at the forefront of operational excellence and prepares for a period of growth.

Our near-term strategy is primarily focused on the high-margin wellhead rental market, particularly within Jack-up exploration and decommissioning activities. Market demand for our Exact-EX wellhead systems is growing, with strong interest from both new and existing clients. Accordingly, we were delighted to announce a £3.5 million fundraise last week, which if approved by our shareholders will enable us to double our rental fleet and positions Plexus to capitalise on growing international opportunities.

Looking further ahead, our medium-term focus is towards high value 'special' projects, such as the £9 million special project completed in January 2025, and specialised surface production wellhead opportunities. Over the longer term, we believe that our growth opportunities lie in subsea wellhead development, additional POS-GRIP products, and potential licensing of POS-GRIP technology in other markets. Additionally, our collaboration with SLB continues to demonstrate the strength of our IP-led model, reinforcing our ability to expand into new geographies and market segments.

Safety is deeply embedded in Plexus' culture, with a commitment to continuously enhance standards and foster a strong safety-first mindset across the organisation. This is evident in our track record, as we have once again maintained a zero lost time injury (LTI) record this year - an achievement we have upheld for over nine years as of September 2024.

In terms of our target markets, as the oil and gas industry is undergoing significant change, we have strategically positioned ourselves to support this evolving landscape with a single, optimised wellhead product designed for use on Jack-up rigs across a wide variety of applications. Whether it is decommissioning and Plug & Abandonment ('P&A'), carbon capture drilling, offshore drilling for oil and gas, or hydrogen storage, our technology provides a reliable and effective solution. By broadening our scope beyond traditional oil and gas markets, we are ensuring strong growth potential regardless of political and regulatory shifts.

Interim Results

Plexus' results for the six months to 31 December 2024 demonstrate the early progress that has been made during the period in relation to organic activities and the Board's strategy for growth. Results for the period under review are in line with the Company's expectations and are on track to meet the full year targets.

Revenue for the six-month period ended 31 December 2024 has decreased to £2.87m, compared to the previous year's figure of £5.09m. Last year's figure included the one-off licensing agreement with SLB generating revenues of £4.08m ($5.2m). Therefore, underlying organic revenues based on operational activities excluding the licensing revenue have increased by £1.86m.

Administrative expenses for the six months to 31 December 2024 were £2.79m (2023: £2.64m). The increase is driven by an increase in depreciation charges following investment in the rental fleet in the prior year. Personnel numbers, including non-executive board members are also broadly in line with the prior year at 40 (2023: 38). Future growth in employee numbers is anticipated, driven by expected expansion in operational activities.

The Group has reported a loss of £1.31m in the period, compared to a profit in the prior year of £2.93m. As noted above, profit for the six-month period in the prior year had been driven by the SLB licensing agreement which generated revenue of £4.08m with no associated costs.

The Group has not provided for a charge or a credit to UK Corporation Tax at the prevailing rate of 25%. This is consistent with the prior year.

Basic loss per share for the period was 1.25p per share, which compares to 2.83p profit per share for the same period last year.

The balance sheet continues to remain strong, with the current level of intangible and tangible property, plant and equipment asset values at £8.07m and £3.50m respectively, illustrating the amount of cumulative investment that has been made in the business. Total asset values at the end of the period were £17.5m compared to £19.9m at the prior year end.

At the date of this report, the Group had cash and cash equivalents of £1.40m and no bank borrowings.

Outlook

With a robust pipeline of potential opportunities, a clear strategy, a strengthened balance sheet, and an experienced leadership team, I am confident in Plexus' ability to deliver sustained growth and value for our shareholders.

I would like to thank our employees, partners, and investors for their continued support. As we build on our recent successes, we remain committed to driving innovation, operational excellence, and shareholder value creation.

Ben van Bilderbeek

Non-Executive Chairman

27 March 2025

Plexus Holdings Plc

Unaudited Interim Consolidated Statement of Comprehensive Income

For the Six Months Ended 31 December 2024

Plexus Holdings PLC

Unaudited Interim Consolidated Statement of Financial Position

As at 31 December 2024

Plexus Holdings Plc

Unaudited Interim Statement of Changes in Equity

For the Six Months Ended 31 December 2024

Plexus Holdings Plc

Unaudited Interim Statement of Cash Flows

For the Six months ended 31 December 2024

Notes to the Interim Report for the Six Months ended 31 December 2024

1.  This interim financial information does not constitute statutory accounts as defined in section 435 of the Companies Act 2006 and is unaudited.

The comparative figures for the financial year ended 30 June 2024 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the company's auditors, Crowe U.K. LLP, and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) included a material uncertainty as the going-concern assumption was subject to additional funding (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The interim financial information is compliant with IAS 34 - Interim Financial Reporting.

2.  Except as described below the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 30 June 2024 and which are also expected to apply for 30 June 2025.

There are a number of standards, amendments to standards, and interpretations which have been adopted by the UK Endorsement Board that are effective in future accounting. The Directors' have assessed the impact of these standards and do not expect any significant impact to the Group on their adoption. The Group financial statements are presented in sterling and all values are rounded to the nearest thousand pounds except where otherwise indicated.

3.  This interim report was approved by the board of directors on 27 March 2024.

4.  The directors do not recommend payment of an interim dividend in relation to this reporting period.

5.  There were no other gains or losses to be recognised in the financial period other than those reflected in the Statement of Comprehensive Income.

6.  No corporation tax provision has been provided for the six months ended 31 December 2024 (2023: nil). As a result, there is no effective rate of tax for the six months ended 31 December 2024 (2023: 0%).

7.  Basic (loss) / earnings per share are based on the weighted average of ordinary shares in issue during the half-year of 105,386,239 (2023: 101,107,831).

8.  The Group derives revenue from the sale of its POS-GRIP friction-grip technology and associated products and services, and licence income derived from its various licensing agreements. These income streams are all derived from the utilisation of the technology which the Group believes is its only segment. Business activity is not subject to seasonal fluctuations.

9.  The company accounts for convertible loans having regard to the specific terms of the instrument. The company considers the instrument to be made up of a host instrument that it is measured at amortised cost and a derivative forward contract that is recognised at fair value through the profit and loss account. The company has elected to account for the two elements separately rather than assign a fair value to the instrument as a whole. The redemption premium is recognised over the life of the instrument and an accelerated charge will be recognised if a conversion event occurs prior to the end of the term.

10. Property plant and equipment

11. Share Capital

12. Convertible loans

In October 2022 Plexus raised £1,550,000 through the issue of 1,550,000 convertible loan notes of £1 each. The loan notes are non-interest bearing and had an original maturity date being 24 months after issue.

The loan notes can be settled in cash, with an additional 20% redemption interest premium on the principal amount or converted into new shares where the principal amount will be settled at a 20% discount to the share price paid by investors in a qualifying financing event. The 20% discount noted above equates to a 25% premium on the principal amount. Therefore, a redemption premium of up to  £387,500 was to be recognised over the two-year term.

On 31 January 2024 it was announced that the company had made a cash payment to redeem £849,992 loan notes, plus redemption premium of £169,998, a total payment of £1,019,990, leaving £700,008 of loan notes outstanding.

Additionally, following discussions between the Noteholders and the Company in October 2024, the maturity date for the remaining 700,008 Loan Notes was extended for six months, until 19 April 2025.

Redemption premium of £19k has been recognised in the period to 31 December 2024. The redemption premium has now been fully recognised as either paid or accrued in the accounts.

13. Subsequent Event

On 19 March 2025 the Company announced a proposed placing, subscription and retail offer of up to £3.5 million, subject to the approval of shareholders at a General Meeting convened for 7 April 2025, and subject to uptake of the retail offer. On 21 March the Company announced that the retail offer had been oversubscribed and therefore was capped at the maximum value of £0.5m, bringing the total of new funds raised to the full £3.5m. It is expected that following the General Meeting, 67,305,127 new shares will be issued as a result of the fundraising and the conversion of all outstanding convertible loan notes, and that trading in these new shares will commence on 8 April 2025.

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

NOTES

Plexus Holdings plc (AIM: POS) is an IP-led company specialising in developing and providing wellhead systems and associated products and services for offshore operations.

Headquartered in Aberdeen, the company focuses on providing wellheads for Jack-up rig operations such as exploration and appraisal drilling, Plug & Abandonment work and emerging markets for Carbon Capture & Storage, hydrogen production and storage and geothermal. Plexus has a collaboration agreement with SLB to supply Exact adjustable wellhead systems for Jack-up applications and supports these operations with a range of proprietary equipment and tools, and project engineering services.

Plexus is known for its highly innovative POS-GRIP® wellhead technology and HG® metal-to-metal sealing systems, for which licences have been sold to major industry players such as SLB and TechnipFMC for limited applications. Plexus continues to develop products based on POS-GRIP technology for challenging surface production wellhead platforms, special projects and connector and subsea applications such as the Python® subsea wellhead system.

Plexus has always been at the forefront of innovation to reduce risk and improve performance in the energy industry, such as developing through-BOP wellhead systems which help to prevent blow-outs, and POS-GRIP "HG" Seals which are leak-free throughout field life and so reduce methane emissions and minimise maintenance costs. These innovations support the oil and gas industry's ESG and NetZero, and in recognition of this, Plexus was Awarded the London Stock Exchange's Green Economy Mark in 2021.

For more information visit: https://www.plexusplc.com/