Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Capital and reserves

v3.22.1
Capital and reserves
 12 Months Ended
Dec. 31, 2021
Capital and reserves

 

18. Capital and reserves

 

    2021     2020     2019  
    £     £     £  
                    
Share capital     195,476       194,580       185,519  

 

    2021     2020     2019  
    Number     Number     Number  
Authorized, allotted, called up and fully paid share capital comprises:                        
Ordinary shares of £0.01 each     17,813,020       17,813,010       17,813,010  
A Ordinary shares of £0.01 each     1,734,580       1,645,020       738,900  
Total Ordinary share outstanding at the end of the period     19,547,600       19,458,030       18,551,910  

 

    Number of     Share capital  
    shares     £  
Fully paid share capital:                
Balance at December 31, 2019     18,551,910       185,519  
Issue of A Ordinary shares of £0.01 each     906,120       9,061  
Balance at December 31, 2020     19,458,030       194,580  
Issue of Ordinary shares of £0.01 each     10       -  
Issue of A Ordinary shares of £0.01 each     89,560       896  
Balance at December 31, 2021     19,547,600       195,476  

 

Ordinary shares

 

The Ordinary shares have no specific rights, preferences or restrictions attached to them.

 

A Ordinary shares

 

The A Ordinary shares rank equally with all other shares in issue in that on a vote every member has one vote for each share held. During the year to December 31, 2021 the Company issued 89,560 A ordinary shares at £4.30 each. The A ordinary shares contain preferential economic rights such that, in the event of a share or asset sale (as defined in the Articles of association), they provide a return to the holders of the A Ordinary Shares of an amount greater than or equal to 1.5x the price paid by the investors for A Ordinary Shares. The A Ordinary shares have an anti-dilution provision where shares are subsequently issued at a price below £4.30 per share, whereby the existing A Ordinary shareholders receive additional compensation shares in line with the formula set out in the Articles of Association. The A Ordinary shares rank equally with all other shares in issue with respect to dividends.

 

Group reorganization

 

Following a corporate reorganization on December 17, 2021, TC BioPharm (Holdings) plc became the ultimate parent company for the Group. The corporate reorganization has been accounted for as a business combination under common control and therefore, TC BioPharm (Holdings) Limited is a continuation of TC BioPharm Limited and its subsidiaries. The corporate reorganization has been given retrospective effect in these financial statements and such financial statements represent the financial statements of TC BioPharm (Holdings) Limited.

 

On December 17, 2021 and subsequent to the group reorganization, the Company undertook a share split such that one issued share was exchanged for ten new shares. As a result of the share split, all references in these consolidated financial statements and accompanying notes to units of ordinary shares or per share amounts are reflective of the forward share split for all periods presented.

 

Nature and purpose of Other reserves

 

The other reserve arose as a result of the group reorganization described above.

 

 

TC BIOPHARM (HOLDINGS) PLC

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)