Details of an analyst meeting and webcast at 11.30am this morning are given below
For Immediate Release |
31 July 2013 |
ANGLE plc
("ANGLE" or "the Company")
Preliminary Results for the year ended 30 April 2013
PARSORTIX PR1 SYSTEM SUCCESSFULLY DEVELOPED. MOVING INTO REGULATORY AUTHORISATION AND MARKET LAUNCH PHASE
ANGLE plc (AIM: AGL), the specialist medtech company, today announces unaudited results for the year ended 30 April 2013.
Highlights
Development of Parsortix PR1 system completed
Medtech operational capability strengthened
Financial
Continued progress subsequent to the year end
Garth Selvey, Chairman, commented:
"In a highly successful year, ANGLE not only completed the key development phase for its Parsortix system for capturing circulating tumour cells (CTCs) but also developed a new capability to harvest intact CTCs from patient blood for DNA analysis. The Parsortix system has already been well received by our research partners and is now being evaluated by key opinion leaders in the fields of cancer diagnosis and treatment. ANGLE is now focused on securing regulatory authorisations to allow it to address the multi-billion pound clinical market for the treatment of cancer patients."
These Preliminary Results may contain forward-looking statements. These statements reflect the Board's current view, are subject to a number of material risks and uncertainties and could change in the future. Factors that could cause or contribute to such changes include, but are not limited to, the general economic climate and market conditions, as well as specific factors relating to the financial or commercial prospects or performance of the Group's products and other investments.
Details of analyst meeting and webcast
A meeting for analysts will be held at 11.30am today at the offices of Buchanan, 107 Cheapside, London, EC2V 6DN. For a webcast of the analyst meeting, please log on to the following web address about 5 minutes before 11.30am:
http://mediaserve.buchanan.uk.com/2013/angle310713/registration.asp.
A recording of the webcast and presentation will be made available on ANGLE's and Buchanan's websites, www.ANGLEplc.com and www.buchanan.uk.com, following the analyst meeting.
For further information:
ANGLE plc |
01483 685830 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director
|
|
Cenkos Securities Adrian Hargrave, Stephen Keys (Nominated adviser) Andy Roberts, Christian Hobart (Sales)
|
020 7397 8900 |
Buchanan Mark Court, Fiona Henson, Sophie Cowles
|
020 7466 5000 |
|
|
CHAIRMAN'S STATEMENT
Introduction
I am delighted to report that during the year, major progress was made in the automation of ANGLE's Parsortix non-invasive cancer diagnostic system.
Results
Planned investment principally relating to Parsortix was increased to £2.5 million (2012: £1.7 million). This comprised operating costs of £1.6 million (2012: £1.7 million) and capitalised expenditure of £0.9 million (2012: £nil).
The loss for the year of £1.0 million (2012: loss £2.7 million) reflected the operating costs of £1.6 million (2012: £1.7 million) offset by a fair value gain on non-controlled investments of £0.5 million (2012: fair value loss £1.3 million) and other income of £0.1 million (2012: £0.3 million).
The cash balance was £1.8 million at 30 April 2013 (30 April 2012: £1.1 million).
Share issues
We are grateful to our loyal shareholder base for their continued support during the year. Fundraisings completed during the year raised £3.3 million to support the development of Parsortix and strengthen the Company's balance sheet.
Business development
ANGLE made substantial progress with its Parsortix non-invasive cancer diagnostic system during the year.
The system can capture and identify circulating tumour cells (CTCs) in cancer patient blood. CTCs are shed into the bloodstream by primary cancer tumours and are the cause of secondary cancers. They exist in the blood of cancer patients in numbers that are sometimes as low as one cell in a billion and are very difficult to isolate.
Parsortix's ability to capture and identify CTCs in cancer patient blood should enable a simple blood test to allow:
· prognostic assessment of patients to predict the likely course of their cancer, enabling a more informed consideration of their treatment options;
· monitoring of cancer patients during treatment to assess their progress and determine which treatments are likely to be effective for them;
· post-treatment monitoring of patients in remission for early detection of potential relapse, with the potential to improve treatment success rates for secondary cancers.
During the year, the development and automation of the Parsortix PR1 medical device and GEN3 consumable cassette was completed.
The capability of the system was greatly enhanced through the development and then automation of a new process for the harvesting of CTCs for DNA analysis. The resulting "liquid biopsy" addresses a major new market for personalised cancer treatment.
Extensive testing of the Parsortix system was successfully completed, leading to its release to ANGLE's research partners, the University of Surrey Oncology Group and the Paterson Institute for Cancer Research. Both partners have now worked extensively with the system.
The Parsortix system has also been released for evaluation by key opinion leaders at other major global centres of excellence in cancer diagnosis and treatment.
Subsequent to the year end, University of Surrey Oncology Group completed successful third party validation of Parsortix technology for colorectal cancer in which the Parsortix system demonstrated twice the sensitivity of established techniques for CTC capture; and the Paterson Institute for Cancer Research identified key operational advantages for the Parsortix system and has included Parsortix in its ongoing efforts to deliver personalised medicine.
The importance of the medical need that Parsortix is seeking to address is highlighted in the recent Lancet* article profiling Professor Caroline Dive, Head of the Group at Paterson with which ANGLE is working and winner of the 2012 Pasteur-Weizmann/Servier Prize, where she was reported as having "set her sights on the holy grail of cancer biomarker research: simple blood tests that can indicate how aggressive a tumour is, which therapy will be most effective, and show how the tumour is responding to treatment." Professor Dive added that "We will be taking big steps forward with personalised medicine for cancer patients."
*The Lancet Volume 381, Issue 9861, Page 107, 12 January 2013
Scientific Advisers
During the year, two world-leading scientific advisers were appointed to help guide the Parsortix non-invasive cancer diagnostic technology to market. They provide crucial medical knowledge, market understanding and established relationships with key customers.
Professor Adrian Newland CBE (no relation to ANGLE's Chief Executive) is Professor of Haematology at Barts Health NHS Trust and Queen Mary University of London. He is Director of Pathology for the Trust and is Clinical Director of the North East London Cancer Network.
Professor Ashok Venkitaraman holds the Ursula Zoellner Professorship of Cancer Research at the University of Cambridge, and is Director of the Medical Research Council's Cancer Cell Unit and Joint Director of the Medical Research Council Hutchison Cancer Research Centre.
Board of Directors strengthened
I would like to take this opportunity to welcome Brian Howlett to the ANGLE Board. Brian brings a deep understanding of the medical diagnostic market, including product development, regulatory authorisations, major corporate deals and go-to-market strategies.
Other assets
In addition to Parsortix, ANGLE has a significant non-core investment in Geomerics, which is a computer games middleware and computer graphics company operating independently from ANGLE. Geomerics offers computer games publishers the only dynamic real-time lighting solution for their games. Geomerics is well positioned for growth with the imminent launch of the next generation games consoles (PlayStation4 and Xbox One) and new opportunities opening on mobile platforms, and it has already been adopted by key reference customers as their lighting solution for next generation games.
Outlook
In a highly successful year, ANGLE not only completed the key development phase for its Parsortix system for capturing circulating tumour cells (CTCs) but also developed a new capability to harvest intact CTCs from patient blood for DNA analysis. The Parsortix system has already been well received by our research partners and is now being evaluated by key opinion leaders in the fields of cancer diagnosis and treatment. ANGLE is now focused on securing regulatory authorisations to allow it to address the multi-billion pound clinical market for the treatment of cancer patients.
Garth Selvey
Chairman
CHIEF EXECUTIVE'S STATEMENT
"We see great promise in the Parsortix system with the possibility that it may help broaden our understanding of cancer patient blood borne biomarkers which may in turn eventually help us guide and improve therapy. The major attractions for us are the potential for the system to deliver an increased range and number of CTCs along with simplicity of execution. Initial positive results have resulted in the inclusion of the Parsortix device in our ongoing efforts to deliver personalised medicine."
Cancer Research UK's Paterson Institute for Cancer Research Genomics Group Leader and Deputy, Clinical & Experimental Pharmacology, Dr Ged Brady
"The Parsortix system is working well. It is simple to use and is proving highly sensitive in its ability to harvest circulating tumour cells from patient blood. The cells are harvested without antibody capture so there is huge potential as a liquid biopsy."
Head of the University of Surrey's Oncology Group in the Faculty of Health and Medical Sciences, Professor Hardev Pandha
Introduction
During the year, ANGLE made major progress with its Parsortix non-invasive cancer diagnostic system.
Highly challenging technical development objectives were met and the automated medical device and consumable were both successfully delivered within tight timescales and within the planned budget.
Parsortix cell separation
Medical device development
During the year, in collaboration with a specialist engineering company, ANGLE designed, developed and produced the Parsortix PR1 medical device to automate the Parsortix cell separation technology for capturing and identifying circulating tumour cells (CTCs) in patient blood.
Also during the year, in collaboration with a high precision microfluidics manufacturing company, ANGLE re-designed the Parsortix GEN3 consumable cassette to make the Parsortix system easy to use and fully compatible with standard laboratory practice. This included the integration of a thin film bonded surface, development of a new clamping unit and re-development into a microscope slide format.
These two major developments combined to provide an automated Parsortix system, comprising a medical device and a consumable, for the capture and identification of CTCs. This combined system was extensively tested during the year and numerous refinements and improvements developed until the system was considered sufficiently robust to release to ANGLE's research partners in December 2012.
The Parsortix system thus developed has resulted in a plug and play system where the blood sample in a standard blood collection tube is simply attached to the PR1 device, the GEN3 consumable is easily loaded and the process of separation is automated.
Following the blood separation process, captured cells can easily be viewed using standard microscopy techniques. The machine will also allow standard cell identification techniques (such as immuno-staining of cells) to be run automatically by the machine allowing cells to be stained inside the consumable so that they can be viewed easily on the user's existing microscopes and visually counted.
We believe the Parsortix system offers the potential for a simple, effective and affordable CTC product.
Parsortix CTC harvesting
During the year, the Parsortix capability was greatly enhanced by the development of a capability to harvest cells captured from patient blood in order that they can be subjected to DNA and other molecular analysis. This new capability has many benefits as it allows the use of a wide range of existing analytical techniques to investigate the patient's cancer.
The Parsortix system benefits from being based on a physical capture technology, which can be run without pre-treatment of the blood sample or the use of antibody or other chemical bonding technology. As a result, the Parsortix system has the potential to capture intact, undamaged, living CTCs. The new harvesting process retains this cell integrity and potentially enables a liquid biopsy of cancer. This offers the potential for a major step forward from current solid biopsies, which obtain cancer cells for analysis by surgical removal of parts of the solid tumour.
The advantages of a liquid biopsy of cancer are that as a simple blood test, unlike a traditional "solid biopsy", it does not require surgical intervention to obtain the sample and:
· a liquid biopsy from a standard blood test can be repeated as often as required whereas it is not desirable or feasible to undertake repeated solid biopsies by surgical removal;
· there are many cancers (for example, pancreatic cancer, brain cancer, lung cancer) which may be difficult to access for solid biopsy and others (for example, prostate cancer) where there is a risk of infection with a solid biopsy;
· the cells presented by Parsortix liquid biopsy are intact individual cells whereas solid biopsy cells have to be subjected to physical and biochemical disruption to separate them from other cells that are unavoidably collected during the excision.
Our research partner, the Paterson Institute for Cancer Research, is a world leader in working with CTCs to assess the cancer mutations on the CTC and to devise personalised treatment for the patient.
Subsequent to the year end, we successfully automated the harvesting capability and integrated it into the system. The Parsortix PR1 system available for research use combines cell capture and identification with the potential to harvest the CTCs for DNA analysis.
The Parsortix cell separation system is a patented platform technology, which applies to all types of cells. Recent success in automating the medical device and achieving recovery of CTCs from the system may also potentially be deployed in the capture and harvesting of other types of cells such as foetal cells in maternal blood.
Other assets
ANGLE has a non-core investment in Geomerics, a computer games middleware and computer graphics company. Geomerics is a stand-alone business with its own management and board of directors.
Geomerics sells Enlighten middleware lighting software to computer games developers. Enlighten is the only dynamic real-time lighting solution for computer games available in the market. As a result, computer games which incorporate Enlighten are much more visually realistic and provide a better player experience. Battlefield3, Electronic Arts' game using Enlighten won Game of the Year in 2011 and was EA's fastest selling game ever. Lighting within the game was a key feature.
High end computer games run on a variety of platforms including PC, PlayStation (PS3) and Xbox (Xbox360). Both the PlayStation and Xbox platforms were subject to upgrade to next generation systems. There was speculation as to the features of these new systems and, until the specifications were shared with the computer games publishers, the publishers were not able to progress their new games and consequently did not purchase Enlighten for a period. During this period, ANGLE provided £0.3 million additional funding support to Geomerics.
Once Sony and Microsoft announced the next generation game platforms of PS4 and Xbox One respectively, sales rapidly picked up again. Enlighten has now become recognised by leading customers as the best lighting solution for the next generation platforms and sales are significantly up on the prior year.
Novocellus (92%) (IVF embryo viability)
Percentage shareholdings based on issued share capital as at 30 April 2013.
Other receivables
During the year, ANGLE successfully collected the outstanding balance in respect of the sale of its investment in Acolyte Biomedica.
Management services
The Company continues to deliver a number of management services contracts and during the year these made a modest contribution to the Group's overheads.
Summary
We are now moving into a period of major commercial development for the Parsortix system. Good progress has already been achieved against the objectives set at the beginning of the current financial year which were:
· Placing the Parsortix system with a number of key opinion leaders in the fields of cancer diagnosis and treatment, to evaluate potential applications and secure key references;
· Obtaining third party independent validation of the Parsortix system and demonstrating the application of Parsortix for particular cancer conditions;
· Selecting a manufacturing partner and establishing necessary quality control systems;
· Establishing and executing a plan for regulatory authorisation for the product to be used in the clinical market;
· Securing CE Mark authorisation for clinical sales in the European Union;
· Submitting an application to the FDA for authorisation for clinical sales in the United States;
· Developing a market entry plan for Parsortix for selected cancer applications at targeted centres of excellence in the European Union and the United States.
Andrew Newland
Chief Executive
ANGLE PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2013
|
Note
|
2013 (Unaudited) |
2012 (Audited) |
|
|
£ |
£ |
|
|
|
|
Revenue |
5 |
969,023 |
1,407,073 |
Other operating income |
|
- |
85,018 |
Change in fair value |
8 |
514,400 |
(1,346,073) |
Operating costs |
5 |
(2,555,546) |
(2,895,566) |
Operating profit/(loss) |
|
(1,072,123) |
(2,749,548) |
Finance income |
|
41,535 |
11,182 |
Finance costs |
|
- |
29,081 |
Net finance income/(costs) |
|
41,535 |
40,263 |
Profit/(loss) before tax |
|
(1,030,588) |
(2,709,285) |
Tax |
6 |
- |
- |
Profit/(loss) for the year |
|
(1,030,588) |
(2,709,285) |
Other comprehensive income |
|
|
|
Exchange differences on translating foreign operations |
|
13,477 |
(14,145) |
Other comprehensive income |
|
13,477 |
(14,145) |
Total comprehensive income for the year |
|
(1,017,111) |
(2,723,430) |
|
|
========== |
========== |
Profit/(loss) for the year attributable to: |
|
|
|
Owners of the parent |
|
(865,738) |
(2,585,225) |
Non-controlling interests |
|
(164,850) |
(124,060) |
|
|
_____________ |
_____________ |
Profit/(loss) for the year |
|
(1,030,588) |
(2,709,285) |
|
|
========= |
========= |
Total comprehensive income for the year attributable to: |
|
|
|
Owners of the parent |
|
(841,109) |
(2,596,670) |
Non-controlling interests |
|
(176,002) |
(126,760) |
|
|
_____________ |
_____________ |
Total comprehensive income for the year |
|
(1,017,111) |
(2,723,430) |
|
|
========= |
========= |
Earnings/(loss) per share |
7 |
|
|
Basic and Diluted (pence per share) |
|
(2.54) |
(7.88) |
ANGLE PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2013
|
Note |
2013 |
2012 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
ASSETS |
|
|
|
Non-current assets |
|
|
|
Non-controlled investments |
8 |
2,360,811 |
2,594,247 |
Other receivables |
8 |
- |
153,927 |
Property, plant and equipment |
|
138,424 |
17,234 |
Intangible assets |
9 |
1,079,755 |
411,123 |
Total non-current assets |
|
3,578,990 |
3,176,531 |
Current assets |
|
|
|
Non-controlled investments |
8 |
1,599,972 |
- |
Inventories |
|
62,260 |
- |
Trade and other receivables |
8 |
453,921 |
888,447 |
Cash and cash equivalents |
|
1,827,690 |
1,120,806 |
Total current assets |
|
3,943,843 |
2,009,253 |
Total assets |
|
7,522,833 |
5,185,784 |
|
|
========= |
========= |
EQUITY AND LIABILITIES |
|
|
|
Equity |
|
|
|
Issued capital |
10 |
4,524,306 |
3,782,456 |
Share premium |
|
18,414,265 |
15,829,765 |
Share based payments reserve |
|
369,510 |
299,543 |
Other reserve |
|
2,553,356 |
2,553,356 |
Translation reserve |
|
11,783 |
(12,846) |
Retained earnings |
|
(18,673,830) |
(17,768,343) |
ESOT shares |
|
(102,172) |
(102,172) |
Equity attributable to owners of the parent |
|
7,097,218 |
4,581,759 |
Non-controlling interests |
|
(310,801) |
(175,299) |
Total equity |
|
6,786,417 |
4,406,460 |
Liabilities |
|
|
|
Non-current liabilities |
|
|
|
Controlled investments - loans |
|
131,751 |
131,751 |
Total non-current liabilities |
|
131,751 |
131,751 |
Current liabilities |
|
|
|
Trade and other payables |
|
604,665 |
647,573 |
Total current liabilities |
|
604,665 |
647,573 |
Total liabilities |
|
736,416 |
779,324 |
Total equity and liabilities |
|
7,522,833 |
5,185,784 |
|
|
========= |
========= |
ANGLE PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2013
|
2013 |
2012 |
|
(Unaudited) |
(Audited) |
|
£ |
£ |
Operating activities |
|
|
Profit/(loss) before tax from continuing operations |
(1,030,588) |
(2,709,285) |
Adjustments for: |
|
|
Depreciation of property, plant and equipment |
19,079 |
6,874 |
(Profit)/loss on disposal of fixed assets |
- |
210 |
Amortisation and impairment of intangible assets |
307,879 |
32,703 |
Exchange differences |
14,177 |
(8,943) |
Net finance (income)/costs |
(41,535) |
(40,263) |
Change in fair value |
(514,400) |
1,346,073 |
Share based payments |
70,718 |
146,457 |
Operating cash flows before movements in working capital: |
(1,174,670) |
(1,226,174) |
(Increase)/decrease in inventories |
(62,260) |
- |
(Increase)/decrease in trade and other receivables |
(88,187) |
(60,290) |
Increase/(decrease) in trade and other payables |
(66,984) |
205,918 |
Net cash from/(used in) operating activities |
(1,392,101) |
(1,080,546) |
Investing activities |
|
|
Purchase of property, plant and equipment |
(139,501) |
(15,927) |
Purchase of intangible assets |
(941,075) |
- |
Purchase of convertible loans |
(257,200) |
(222,523) |
Provision of short term loans |
(63,347) |
(509,337) |
Repayment of convertible loans |
- |
(96,197) |
Proceeds from settlement of Other receivables |
153,927 |
- |
Interest received |
19,295 |
272 |
Net cash from/(used in) investing activities |
(1,227,901) |
(843,712) |
Financing activities |
|
|
Net proceeds from issue of share capital |
3,326,350 |
2,449,724 |
Interest paid |
- |
(70) |
Net cash from/(used in) financing activities |
3,326,350 |
2,449,654 |
Net increase/(decrease) in cash and cash equivalents from continuing operations |
706,348 |
525,396 |
Net increase/(decrease) in cash and cash equivalents from discontinued operations |
- |
_(25,576) |
Net increase/(decrease) in cash and cash equivalents |
706,348 |
499,820 |
Cash and cash equivalents at start of year |
1,120,806 |
619,118 |
Effect of exchange rate fluctuations |
536 |
1,868 |
Cash and cash equivalents at end of year |
1,827,690 |
1,120,806 |
|
======== |
======== |
ANGLE PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2013
|
----------------------------------------------- Attributable to owners of the parent ----------------------------------------------- |
|
|
|||||||
|
|
|
Share based |
|
|
|
|
Total |
Non- |
|
|
Issued |
Share |
payments |
Other |
Translation |
Retained |
ESOT |
Shareholders' |
controlling |
Total |
|
capital |
premium |
reserve |
reserve |
Reserve |
earnings |
shares |
equity |
interests |
equity |
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
At 1 May 2011 |
3,043,728 |
14,126,365 |
623,440 |
2,553,356 |
(1,401) |
(15,455,253) |
(307,987) |
4,582,248 |
(48,539) |
4,533,709 |
For the year to 30 April 2012 |
|
|
|
|
|
|
|
|
|
|
Consolidated profit/(loss) |
|
|
|
|
|
(2,585,225) |
|
(2,585,225) |
(124,060) |
(2,709,285) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Exchange differences in translating foreign operations |
|
|
|
|
(11,445) |
|
|
(11,445) |
(2,700) |
(14,145) |
Total comprehensive income |
|
|
|
|
(11,445) |
(2,585,225) |
|
(2,596,670) |
(126,760) |
(2,723,430) |
Issue of shares |
738,728 |
1,710,996 |
|
|
|
|
|
2,449,724 |
|
2,449,724 |
Share based payments |
|
(7,596) |
154,053 |
|
|
|
|
146,457 |
|
146,457 |
Released on forfeiture/lapse/ cancellation |
|
|
(419,863) |
|
|
419,863 |
|
- |
|
- |
Utilised on share schemes |
|
|
(58,087) |
|
|
58,087 |
|
- |
|
- |
Change in accounting estimate* |
|
|
|
|
|
(205,815) |
205,815 |
- |
|
- |
|
___ ______ |
___ _______ |
___ ______ |
___ ______ |
___ ______ |
___ ________ |
___ ______ |
___ _______ |
___ _______ |
___ _______ |
At 30 April 2012 |
3,782,456 |
15,829,765 |
299,543 |
2,553,356 |
(12,846) |
(17,768,343) |
(102,172) |
4,581,759 |
(175,299) |
4,406,460 |
For the year to 30 April 2013 |
|
|
|
|
|
|
|
|
|
|
Consolidated profit/(loss) |
|
|
|
|
|
(865,738) |
|
(865,738) |
(164,850) |
(1,030,588) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Exchange differences in translating foreign operations |
|
|
|
|
24,629 |
|
|
24,629 |
(11,152) |
13,477 |
Total comprehensive income |
|
|
|
|
24,629 |
(865,738) |
|
(841,109) |
(176,002) |
(1,017,111) |
Issue of shares |
741,850 |
2,584,500 |
|
|
|
|
|
3,326,350 |
|
3,326,350 |
Share based payments |
|
|
70,718 |
|
|
|
|
70,718 |
|
70,718 |
Released on forfeiture/lapse |
|
|
(751) |
|
|
751 |
|
- |
|
- |
Deemed disposal of non- controlling interest |
|
|
|
|
|
(40,500) |
|
(40,500) |
40,500 |
- |
|
___ ______ |
___ _______ |
___ ______ |
___ ______ |
___ ______ |
___ ________ |
___ ______ |
___ _______ |
___ _______ |
___ _______ |
At 30 April 2013 |
4,524,306 |
18,414,265 |
369,510 |
2,553,356 |
11,783 |
(18,673,830) |
(102,172) |
7,097,218 |
(310,801) |
6,786,417 |
|
========== |
========== |
========== |
========== |
========= |
=========== |
========== |
========== |
========== |
========== |
*In the prior year the basis for estimating the remaining cost of shares held by the ESOT was changed from using the original cost less the market value of shares utilised at the date of disposal, to a remaining cost based on the weighted average purchase cost.
ANGLE PLC
NOTES TO THE PRELIMINARY ANNOUNCEMENT
FOR THE YEAR ENDED 30 APRIL 2013
1 Preliminary announcement
The preliminary announcement set out above does not constitute the Company's statutory financial statements for the years ended 30 April 2013 or 2012 within the meaning of section 434 of the Companies Act 2006.
The financial information for the year ended 30 April 2012 is derived from the audited financial statements for that year and the auditor's report on these accounts was unqualified.
The financial information for the year ended 30 April 2013 is unaudited. Statutory audited financial statements for the year will be finalised on the basis of the financial information presented by the directors in this preliminary announcement. The accounting policies used are unchanged from those used for the statutory financial statements for the year ended 30 April 2012, except as referred to in Note 2. The 2013 statutory accounts will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
2 Compliance with accounting standards
While the financial information included in this preliminary announcement has been computed in accordance with IFRS, this announcement does not itself contain sufficient information to comply with IFRS.
Accounting standards adopted in the year
No new accounting standards that have become effective and adopted in the year have had a significant effect on the Group's Financial Statements.
Accounting standards issued but not yet effective
At the date of authorisation of the Financial Statements, there were a number of other Standards and Interpretations (International Financial Reporting Interpretation Committee - IFRIC) which were in issue but not yet effective, and therefore have not been applied in these Financial Statements. The Directors have not yet assessed the impact of the adoption of these standards and interpretations for future periods.
An accounting policy for inventories has been added. A number of accounting policies have been slightly reworded and updated for readability.
3 Going concern
The Financial Statements have been prepared on a going concern basis which assumes that the Group will be able to continue its operations for the foreseeable future.
The Group's business activities, together with the factors likely to affect its future development, performance and financial position are set out in the Chairman's and Chief Executive's Statements.
The Directors have prepared and reviewed the financial projections for the 12 month period from the date of signing of these Financial Statements. Whilst there are some uncertainties over the timing of cash receipts and payments, based on the combination of existing cash, anticipated investment returns, projected income and expenditure (the timing of some of which is at the Group's discretion) and other potential sources of funding, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in business for the foreseeable future. Accordingly the going concern basis has been used in preparing the Financial Statements.
4 Critical accounting estimates and judgements
The preparation of the Financial Statements requires the use of estimates and assumptions and judgements that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates and assumptions and judgements are based on management's best knowledge of the amount, event or actions, and are believed to be reasonable, actual results ultimately may differ from those estimates.
The estimates and assumptions and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are described below.
Valuation of unlisted investments held at fair value (Note 8)
Valuations of unquoted equity investments are usually based on the last external funding round, or at cost, less any provision for impairment if circumstances indicate the cost may not be recoverable. Judgements are required in a number of areas when determining valuation including the treatment of different classes of shares with different rights and a decision on whether or not to impair value and the quantum of the impairment. Where a fair value cannot be estimated reliably the investment is reported at the carrying value at the previous reporting date unless there is objective evidence that the investment has since been impaired.
Valuation and impairment of intangible assets (Note 9)
IAS 38 contains specific criteria that if met mean development expenditure must be capitalised as an internally generated intangible asset. Judgements are required in both assessing whether the criteria are met and then in applying the rules. Intangible assets are amortised over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue, which are periodically reviewed for appropriateness. Changes to estimates in useful lives may result in significant variations in the amortisation charge.
The Group is required to review, at least annually, whether intangible assets have suffered any impairment. The recoverable amount is determined using, amongst others, value-in-use calculations. The use of this method requires the estimation of future cash flows and the selection of a suitable discount rate in order to calculate the present value of these cash flows. When reviewing intangible assets for impairment the Group has had to make various assumptions and estimates of individual components and their potential value and potential impairment impact. The Group considers that for each of these variables there is a range of reasonably possible alternative values, which results in a range of fair value estimates. None of these estimates of fair value is considered more appropriate or relevant than any other and therefore determining a fair value requires considerable judgement.
5 Operating segment and revenue analysis
The Group's principal trading activity is undertaken by Parsortix, a specialist medical diagnostics company with pioneering products in cancer diagnostics and foetal health. ANGLE also has investments in Geomerics (computer games middleware and computer graphics) and Novocellus (IVF embryo viability) and a specialist technology consultancy.
For management reporting purposes, the Group is divided into the following operating segments:
· Controlled investments where the Group has control, typically as a result of owning in excess of 50% of the equity. These investments include Parsortix, Novocellus and NeuroTargets. Their results, along with associated operating companies, are consolidated into the Group's results with investment costs either expensed in the statement of comprehensive income or capitalised as an internally generated intangible asset, when the relevant criteria are met.
· Non-controlled investments where the Group does not have control. These comprise Geomerics and formerly the earn-out in relation to the sale of Acolyte Biomedica. These investments are held on the statement of financial position at fair value, with changes in fair value passing through the statement of comprehensive income.
· Management services - provision of Management services to clients including research organisations, corporate and governmental organisations on a fee-for-service basis.
The nature of these operations is significantly different.
In assessing performance and making resource allocation decisions, the Board of Directors reviews each segment. The tables below show the operating results by segment together with assets and liabilities.
|
Controlled investments |
Non-controlled investments |
Management services |
Total |
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
£ |
£ |
£ |
£ |
Year ended 30 April 2013 |
|
|
|
|
|
||||
Statement of Comprehensive Income |
||||
Revenue |
79,142 |
|
889,881 |
969,023 |
Change in fair value |
|
514,400 |
|
514,400 |
Amortisation and impairment of intangible assets |
(307,879) |
|
|
(307,879) |
Other operating costs |
(1,272,115) |
|
(975,552) |
(2,247,667) |
Operating costs |
(1,579,994) |
__ _ ______ |
(975,552) |
(2,555,546) |
Operating profit/(loss) |
(1,500,852) |
514,400 |
(85,671) |
(1,072,123) |
Finance income/(costs) |
41,535 |
__ _ ______ |
__ _ ______ |
41,535 |
Profit/(loss) before tax |
(1,459,317) |
514,400 |
(85,671) |
(1,030,588) |
|
========= |
========= |
========= |
========= |
Statement of Financial Position |
||||
Assets |
|
|
|
|
Investments (non-current) |
|
|
|
2,360,811 |
Property, plant and equipment |
|
|
|
138,424 |
Intangible assets - product development |
|
|
954,254 |
|
Intangible assets - other |
|
|
|
125,501 |
Investments (current) |
|
|
|
1,599,972 |
Inventories |
|
|
|
62,260 |
Trade and other receivables |
|
|
|
453,921 |
Cash and cash equivalents |
|
|
|
1,827,690 |
Total assets |
|
|
|
7,522,833 |
|
|
|
|
========= |
Liabilities |
|
|
|
|
Trade and other payables |
|
|
|
604,665 |
Loans and borrowings |
|
|
|
131,751 |
Total liabilities |
|
|
|
736,416 |
|
|
|
|
========= |
|
Controlled investments |
Non-controlled investments |
Management services |
Total |
|
(Audited) |
(Audited) |
(Audited) |
(Audited) |
|
£ |
£ |
£ |
£ |
Year ended 30 April 2012 |
|
|
|
|
|
||||
Statement of Comprehensive Income |
||||
Revenue |
79,611 |
|
1,327,462 |
1,407,073 |
Other operating income |
85,018 |
|
|
85,018 |
Change in fair value |
|
(1,346,073) |
|
(1,346,073) |
Amortisation and impairment of intangible assets |
(32,703) |
|
|
(32,703) |
Other operating costs |
(1,633,712) |
|
(1,229,151) |
(2,862,863) |
Operating costs |
(1,666,415) |
__ _ ______ |
(1,229,151) |
(2,895,566) |
Operating profit/(loss) |
(1,501,786) |
(1,346,073) |
98,311 |
(2,749,548) |
Finance income/(costs) |
40,263 |
__ _ ______ |
__ _ ______ |
40,263 |
Profit/(loss) before tax |
(1,461,523) |
(1,346,073) |
98,311 |
(2,709,285) |
|
========= |
========= |
========= |
========= |
Statement of Financial Position |
||||
Assets |
|
|
|
|
Investments (non-current) |
|
|
|
2,594,247 |
Other receivables (non-current) |
|
|
|
153,927 |
Property, plant and equipment |
|
|
|
17,234 |
Intangible assets - other |
|
|
|
411,123 |
Trade and other receivables |
|
|
|
888,447 |
Cash and cash equivalents |
|
|
|
1,120,806 |
Total assets |
|
|
|
5,185,784 |
|
|
|
|
========= |
Liabilities |
|
|
|
|
Trade and other payables |
|
|
|
647,573 |
Loans and borrowings |
|
|
|
131,751 |
Total liabilities |
|
|
|
779,324 |
|
|
|
|
========= |
All significant decisions are made by the Board of Directors with implementation of those decisions on a Group-wide basis.
Over 99% of segment revenues and over 96% of segment assets by geographical location are based in the UK.
The revenue of the Group for the year has been primarily derived from its Management services activities.
6 Tax
The Group is eligible for the UK corporation tax substantial shareholdings exemption. This results in the capital gain from any disposals of UK investments where the Group has an equity stake greater than 10%, and subject to certain other tests, being free of corporation tax.
Tax is therefore based on the profits in the Management services business as relieved by losses incurred in the Group's other UK trading activities. Loss relief may not absorb the tax in relation to all of the profits and where this occurs tax is provided on the basis of the estimated effective tax rate for the full year.
Controlled investments undertake research and development activities. In the UK these activities qualify for tax relief which may result in tax credits.
7 Earnings/(loss) per share
The basic and diluted earnings/(loss) per share is calculated on an after tax loss of £1,030,588 (2012: £2,709,285).
The basic and diluted earnings/(loss) per share are based on 40,584,305 weighted average ordinary 10p shares (2012: 34,397,310). Due to the losses in 2013 and 2012, share options are non-dilutive for the respective years and therefore the diluted loss per share is equal to the basic loss per share.
8 Investments
Non-controlled investments
|
Non-current |
Non-current |
Current |
Total |
|
assets |
assets |
assets |
assets |
|
Unquoted |
Unquoted |
Unquoted |
Unquoted |
|
Equity investment |
Debt investment |
Debt investment |
Equity/Debt investment |
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
£ |
£ |
£ |
£ |
At 1 May 2011 |
2,360,811 |
- |
- |
2,360,811 |
Additions |
- |
222,523 |
- |
222,523 |
Interest |
- |
10,913 |
- |
10,913 |
|
___________ |
___________ |
___________ |
___________ |
At 30 April 2012 |
2,360,811 |
233,436 |
- |
2,594,247 |
Transfer from Trade and other receivables |
|
|
509,337 |
509,337 |
Transfer |
|
(233,436) |
233,436 |
- |
|
___________ |
___________ |
___________ |
___________ |
Post transfers |
2,360,811 |
- |
742,773 |
3,103,584 |
Additions |
- |
- |
320,547 |
320,547 |
Fair value gain |
- |
- |
514,400 |
514,400 |
Interest |
- |
- |
22,252 |
22,252 |
|
___________ |
___________ |
___________ |
___________ |
At 30 April 2013 |
2,360,811 |
- |
1,599,972 |
3,960,783 |
|
========== |
========== |
========== |
========== |
Non-controlled investments relates to the Group's investment in Geomerics. Following the Group's focus on specialist medtech, this investment is non-core.
Investments are made in equity and/or in the form of debt (loans) and are designated on initial recognition as financial assets at fair value through the income statement. Loans are normally repayable or convertible into equity and may be interest bearing. Certain loans made during the year carried preferential conversion terms and rights, which resulted in a fair value gain. A short term loan was transferred from Trade and other receivables to Debt investment.
There have been no external funding events during the year to determine a new Fair Value and the company's sales are not yet predictable enough to use some form of discounted cash flow or other valuation method that would be acceptable under the private equity guidelines.
Under the Company's accounting policy, where a fair value cannot be estimated reliably the investment is reported at the carrying value at the previous reporting date unless there is objective evidence that the investment has since been impaired.
The Board has considered a number of factors in determining whether there is evidence that the fair value of an investment has been impaired since its last valuation. These factors have included 1) the positives and negatives in the progress of the investment 2) the current and forecast financial situation of the investment and its ability to make timely sales 3) a view on valuation of the Company 4) the original funding environment and the current funding environment and 5) the performance of various small cap and tech indices including AIM, Techmark and the NASDAQ stock market in the relevant period.
Other receivables
|
2013 |
2012 |
|
(Unaudited) |
(Audited) |
|
£ |
£ |
Other receivables |
- |
153,927 |
|
======== |
======== |
ANGLE's former non-controlled investment Acolyte Biomedica (medical diagnostics/MRSA detection) was sold in February 2007 with possible deferred consideration being designated as Other receivables. During the year a settlement payment was agreed and received, together with interest and costs.
9 Intangible assets
|
Intellectual |
Computer |
Goodwill |
Product |
Total |
|
property |
software |
|
development |
|
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
£ |
£ |
£ |
£ |
£ |
Cost or deemed cost |
|
|
|
|
|
At 1 May 2011 |
645,843 |
17,097 |
98,380 |
- |
761,320 |
Deemed disposals |
-124,168 |
-1,664 |
- |
- |
-125,832 |
Exchange movements |
799 |
- |
- |
- |
799 |
|
________ |
_______ |
_______ |
________ |
________ |
At 30 April 2012 |
522,474 |
15,433 |
98,380 |
- |
636,287 |
Additions |
- |
2,567 |
- |
972,918 |
975,485 |
Disposals |
- |
-5,842 |
- |
- |
-5,842 |
Exchange movements |
1,267 |
- |
- |
- |
1,267 |
|
________ |
_______ |
_______ |
________ |
________ |
At 30 April 2013 |
523,741 |
12,158 |
98,380 |
972,918 |
1,607,197 |
|
======= |
====== |
====== |
======= |
======= |
|
|
|
|
|
|
Amortisation and impairment |
|
|
|
|
|
At 1 May 2011 |
204,168 |
15,745 |
98,380 |
- |
318,293 |
Charge for the year |
- |
703 |
- |
- |
703 |
Deemed disposals |
-124,168 |
-1,664 |
- |
- |
-125,832 |
Impairment |
32,000 |
- |
- |
- |
32,000 |
|
_______ |
_______ |
_______ |
_______ |
_______ |
At 30 April 2012 |
112,000 |
14,784 |
98,380 |
- |
225,164 |
Charge for the year |
- |
1,456 |
- |
18,423 |
19,879 |
Disposals |
- |
-5,842 |
- |
- |
-5,842 |
Impairment |
288,000 |
- |
- |
- |
288,000 |
Exchange movements |
- |
- |
- |
241 |
241 |
|
________ |
_______ |
_______ |
________ |
________ |
At 30 April 2013 |
400,000 |
10,398 |
98,380 |
18,664 |
527,442 |
|
======= |
====== |
====== |
======= |
======= |
|
|
|
|
|
|
Net book value |
|
|
|
|
|
At 30 April 2013 |
123,741 |
1,760 |
- |
954,254 |
1,079,755 |
|
======= |
====== |
====== |
======= |
======= |
At 30 April 2012 |
410,474 |
649 |
- |
- |
411,123 |
|
======= |
====== |
====== |
======= |
======= |
The carrying value of intangible assets is reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverable amount is assessed on the basis of "value in use". The key assumptions to assess value in use are the estimated useful economic life, future revenues, cash flows and the discount rate to determine the net present value of these cash flows. Where value in use exceeds the carrying value then no impairment is made; where value in use is less than the carrying value then an impairment charge is made.
Amortisation and impairment charges are charged to Operating costs in the Consolidated Statement of Comprehensive Income.
"Product development" relates to internally generated assets that were capitalised during the period in accordance with IAS 38 Intangible Assets. Capitalised product development costs are directly attributable costs comprising cost of materials, specialist contractor costs, labour, overheads and patent costs. Product development costs are amortised over their estimated useful lives commencing when a new product is in commercial production. The carrying value is reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Development costs not meeting the IAS 38 criteria for capitalisation continue to be expensed through the Income Statement as incurred.
"Intellectual property" in NeuroTargets has been fully impaired in the period as the research and development programme is not currently progressing.
10 Share capital
The Company has one class of ordinary shares which carry no right to fixed income and at 30 April 2012 had 45,243,059 ordinary shares of 10p each allotted, called up and fully paid (2012: 37,824,559).
The Company issued 2,892,500 new Ordinary shares with a nominal value of £0.10 at an issue price of £0.40 per share in a placing of shares, realising proceeds of £1.1 million, net of costs. Shares were admitted to trading on AIM in September 2012.
The Company issued 4,526,000 new Ordinary shares with a nominal value of £0.10 at an issue price of £0.50 per share in a placing of shares, realising proceeds of £2.2 million, net of costs. Shares were admitted to trading on AIM in February 2013.
11 Shareholder communications
Copies of this announcement are posted on the Company's website www.ANGLEplc.com.
The Annual General Meeting of the Company will be held at 2:00pm on 31 October 2013 at the Surrey Technology Centre, 40 Occam Road, the Surrey Research Park, Guildford, GU2 7YG. Notice of the meeting will be enclosed with the audited statutory financial statements.
The audited statutory financial statements for the year ended 30 April 2013 are expected to be distributed to shareholders by 7 October 2013 and will subsequently be available on the Company's website or from the registered office, 3 Frederick Sanger Road, Surrey Research Park, Guildford, GU2 7YD.
This preliminary announcement was approved by the Board on 30 July 2013.