Preliminary Results

Angle PLC 27 July 2006 For Immediate Release 27 July 2006 ANGLE plc ('ANGLE' or the 'Company') Preliminary Results for the year ended 30 April 2006 ANGLE plc, the intellectual property and technology commercialisation company, announces its preliminary results for the year ended 30 April 2006. Highlights • Strong progress in developing Progeny(R) companies(1). • Value of Progeny(R) companies at 30 April 2006 (excluding controlled investments): £6.5 million (2005: £3.3 million). • Expenditure on controlled investments(2) of £2.2 million during the year (2005: £0.2 million). • Portfolio of 11 Progeny(R) companies at 30 April 2006 (2005: 8). • Successful flotation of one Progeny(R) company during year (2005: none). • Loss before tax of £2.7 million (2005: £2.9 million). • Loss before controlled investments and tax of £0.5 million (2005: £2.7 million). • Cash balance at 30 April 2006 of £8.2 million (2005: £5.5 million). • Placing raising £8.1 million before expenses. • Progeny(R) Partnership programme developed and launched. • 20 year exclusive Progeny(R) Partnership agreed with The University of Reading (signed in July 2006). Hance Fullerton, Chairman, commented: 'During the year, ANGLE laid the groundwork for future growth of the business. The Progeny(R) company portfolio has developed strongly and the flotation of Provexis was a further demonstration of the value created by ANGLE's Progeny(R) process. The establishment of the Progeny(R) Partnership programme and the strengthening of the institutional shareholder base provides ANGLE with a major platform for long term value generation.' (1) Progeny(R) Companies are businesses established by ANGLE to commercialise intellectual property (IP) using ANGLE's proprietary Progeny(R) process. 2 Controlled investments are Progeny(R) companies where the Group owns a controlling equity position. Under IFRS, these are consolidated and the relevant costs are charged to the income statement rather than placed on the balance sheet as under the previous UK GAAP accounting policy. Enquiries: ANGLE plc 01483 295830 Andrew Newland, Chief Executive Ian Griffiths, Finance Director Buchanan Communications 020 7466 5000 Richard Darby, Amy Rajendran A presentation for analysts will take place today at 10:00am at the offices of Buchanan Communications, 45 Moorfields, London, EC2Y 9AE. Please call Buchanan Communications for more details. Notes to Editors Founded in 1994, ANGLE is an international venture management and consulting group focusing on the commercialisation of technology and the development of technology-based industry. ANGLE creates, develops and advises technology businesses on its own behalf and for its clients. ANGLE is listed on AIM (AGL.L); further information can be found on www.ANGLEplc.com CHAIRMAN'S STATEMENT I am pleased to report that in the second year of operation since flotation in March 2004, ANGLE's business has progressed significantly. The portfolio of Progeny(R) companies has been expanded to eleven with the addition of three new companies in the year. The Progeny(R) process was further validated with the flotation of Provexis during the year. ANGLE has now moved into the next phase of its development, which is to scale up and capitalise on its assets and opportunities. Pipeline partnerships In a major strategic development during the year, responding to university demand and the changing market for intellectual property (IP) commercialisation from universities, ANGLE has developed and launched its Progeny(R) Partnership programme for long term partnership agreements with major research establishments. Partners see this as a key development addressing the critical issue of early stage management, which is the primary limitation on commercialisation. The benefit to ANGLE is certainty of access to high quality IP on pre-agreed terms, reduced costs of IP search and engagement with IP owners, and the option value of long term exclusive agreements. We are delighted today to announce the first Progeny(R) Partnership, a 20 year exclusive agreement with The University of Reading, which, according to the most recent government Research Assessment Exercise, has twenty research departments rated as 5 or 5*, denoting international excellence in research activity. The University of Reading has world-class research departments in meteorology, systems engineering, food science and plant science. ANGLE is already working with the University to evaluate opportunities arising from these and other areas. This deal is the first of a number of Progeny(R) Partnership agreements providing exclusive right of first refusal that we expect to be able to announce over the next 18 months. Outlook for the year ending 30 April 2007 The combination of our consulting relationships with collaborative relationships and now long term Progeny(R) Partnership agreements provides ANGLE with unique access to world class IP. This IP access combined with our established management team, investment track record and proprietary Progeny(R) process, is designed to deliver long term value to our shareholders. During the year ending 30 April 2007, we expect strong progress in both our existing portfolio and our pipeline. I would like to thank all members of the ANGLE team for their efforts in delivering a strong performance in our second year as a public company. We have an exceptional team and I am grateful for all their hard work, enthusiasm and commitment to the business. I would like to reiterate my thanks to former members of the Board, Dawson Buck and Iain Ross, for their service to the Board since 2000 and 2004 respectively. Hance Fullerton Chairman 26 July 2006 CHIEF EXECUTIVE'S STATEMENT The year ended 30 April 2006 has been a year of expansion for ANGLE. We ended the year with a strengthened IP pipeline, a larger and more valuable portfolio of Progeny(R) companies, a stronger institutional shareholder base and increased cash resources. Results for the year ended 30 April 2006 During the year ended 30 April 2006, ANGLE made a loss before tax of £2.7 million (2005: £2.9 million. This comprised a substantially reduced loss before controlled investments and tax of £0.5 million (2005: £2.7 million) and expenditure on controlled investments (where relevant costs are charged to the income statement), increased by nine times to £2.2 million (2005: £0.25 million). As the ventures programme was expanded, net operating costs to establish, develop and create value in Progeny(R) companies increased by 52% to £2.4 million (2005: £1.6 million). The change in fair value of investments comprises gains and losses as follows: 2006 2005 £'000 £'000 Fair value gains 2,862 681 Fair value losses (484) (2,265) ------- ------- Change in fair value 2,378 (1,584) ======= ======= The largest fair value gain was achieved on the successful flotation of Progeny (R) company Provexis in June 2005. Overall the value of Progeny(R) companies (excluding controlled investments) increased by £3.2 million, a 95% increase, to £6.5 million (2005: £3.3 million). Consulting and Management Following the deferment of business and planned investment in expansion in the first half, the Consulting and Management business returned to profitability in the second half as planned. The Consulting and Management business is designed to deliver key benefits to the Ventures business including access through consulting relationships to IP opportunities, market credibility with IP owners, and a strong management resource for commercialisation activities. During the year, Consulting and Management activities delivered revenue of £4.0 million, which was maintained from 2005, itself a record year. Business in Qatar is developing particularly well, where the follow-on contract worth in excess of £6.0 million over three years is now established. This revenue is a contributor to the Group's infrastructure costs enabling ANGLE's Ventures activities to be undertaken more cost effectively. The Consulting and Management business also provides a route into new markets. Progeny(R) companies are now being developed in the United States following six years of Consulting and Management development there. Pipeline partnerships ANGLE has a strong set of relationships with major research establishments in the UK and US founded on our consulting relationships with over 80 universities, government research laboratories and major corporates. Progeny(R) companies have so far been established based on IP from the University of Bristol, the University of Cambridge, New York University, the University of Virginia, the University of York, Dstl Porton Down (UK Government's biological and chemical defence research organisation), the Rowett Institute (Europe's leading nutrition research institute), and British Telecom. In 2005, ANGLE added to its IP pipeline by signing a collaborative deal with Ben Franklin Technology Partners of Southeastern Pennsylvania. The terms of this agreement made ANGLE the preferred commercialisation partner for technologies from universities, colleges and related institutions in the region, which attracts more than $1 billion of research funding per annum. In a major strategic development during the year, ANGLE developed and launched its own Progeny(R) Partnership programme for long term partnership agreements with major research establishments. The first such partnership signed in July 2006, following collaboration during the year, is a 20 year exclusive agreement with The University of Reading. Reflecting the value enhancing potential of ANGLE's proprietary Progeny(R) process, ANGLE has secured market leading terms for commercialisation as follows: • the exclusive right of first refusal to invest in all University IP that is commercialised. Where ANGLE exercises this right, it will invest under a set formula obtaining an equity stake of 60% in each Progeny(R) company for an investment of up to £0.5 million. ANGLE will drive development of these businesses utilising its proprietary Progeny(R) process and expects to invest at least £3.0 million over the first five years of the agreement. • a 15% share in all commercial returns from University intellectual property (IP), both licensing and spin-out, in which ANGLE does not invest. ANGLE will provide consultancy support to the University on IP commercialisation. The Progeny(R) Partnership programme provides a complete system and legal framework for turn-key venture establishment with the IP partner. We believe it combines the benefits of existing investment models with a unique approach to addressing the fundamental management issue which limits the ability of IP owners to achieve commercialisation. Progeny(R) Partnerships has been well received by other major universities and we are in active discussions to establish long term Progeny(R) Partnerships with other universities. Portfolio During the year, ANGLE increased its expenditure on controlled investments to £2.2 million (2005: £0.2 million). Controlled investments are Progeny(R) companies where the Group has control, typically through owning more than fifty per cent. of the equity. At the beginning of the year, ANGLE had a portfolio of eight Progeny(R) companies. During the year ended 30 April 2006, ANGLE founded three new companies taking the total portfolio to eleven companies. The movement in number of Progeny(R) companies is set out below: -------------------Investments------------------- Controlled Non-controlled Non-controlled Unquoted Unquoted Quoted Total Number of Progeny(R) companies At 1 May 2005 4 3 1 8 Progeny(R) companies founded 3 - - 3 Companies floated during the year - (1) 1 - ======== ========== ========= ====== At 30 April 2006 7 2 2 11 ======== ========== ========= ====== Fair value on the Balance Sheet £ million £ million £ million £ million 30 April 2006 N/A 1.6 4.9 6.5 30 April 2005 N/A 2.5 0.8 3.3 At 30 April 2006, ANGLE's quoted investments were valued at £4.9 million (2005: £0.8 million). At 30 April 2006, ANGLE had 9 unquoted investments. Of these 7 were controlled investments and 2 non-controlled. Non-controlled investments are recorded on the balance sheet at fair value of £1.6 million (2005: £2.5 million). The controlled investments are consolidated and their value is not shown on the balance sheet. At 30 April 2006, ANGLE's cumulative expenditure on these controlled investments was £2.5 million (2005: £0.2 million). During the year, our portfolio of Progeny(R) companies achieved key commercial milestones. As a result, the portfolio has made progress towards major cash realisation opportunities. Notable successes during the year were the: • launch of its software testing product and initial sales by Aberro; • launch of rapid MRSA test and initial sales by Acolyte Biomedica; • development of computer games graphics product by Geomerics; • establishment of clinical trials for its in vitro fertilisation (IVF) product by Novocellus; • launch of product and initial sales to beta sites by Synature; • flotation of Provexis followed by the launch of heart-health juice drink Sirco in Tesco and Waitrose, US patent granted, Heart UK product endorsement, GRAS (Generally Recognised as Safe) status achieved in the US, collaboration agreement for Crohn's disease. In addition, work was completed to establish three new Progeny(R) companies, broadening and strengthening the portfolio as follows: • InnoMatica: developing products for the US$1.2bn per annum global market for percussive power tools reducing operator exposure to vibration, the principal cause of medical conditions such as Vibration White Finger (VWF). The technology has been developed over ten years by a team of leading engineers, academics from the University of Cambridge and members of the power tools industry. • Kaloptics: commercialising innovative technology developed at the Media Research Lab in the Computer Science Department of New York University for the rapid capture and recreation of photo-realistic surface images. The technology has a wide range of commercial applications in multi-billion dollar industries, including special effects, animation, computer gaming and medical devices. • Parsortix: developing products for the US$0.6bn per annum global market for prenatal diagnostics allowing the separation of foetal cells from maternal blood, eliminating the need for maternal invasive procedures such as amniocentesis. The technology, developed in private laboratories in both the US and Europe, is also applicable to bone marrow transplant procedures used for the treatment of cancer. None of the value of these companies is shown on the balance sheet since they are all controlled investments. Work is at an advanced stage in developing additional portfolio companies. Cash At the year end, ANGLE had strengthened its cash position to £8.2 million (2005: £5.5 million). Planned expenditure on development of the Progeny(R) companies portfolio was more than offset by a placing in March 2006 raising £8.1 million of additional funds (gross). We were delighted with the strong support from existing institutional shareholders and the quality of the additional institutional placees. This strengthening of the shareholder base will support the Group's growth plans to develop the existing Progeny(R) company portfolio and exploit opportunities from the pipeline. In addition to cash balances, ANGLE held quoted investments valued at £4.9 million at the year end (2005: £0.8 million). ANGLE's integrated business model benefits from consulting revenues which cover a substantial proportion of the Group's overhead as well as providing key strategic and operational benefits. Outlook for the year ending 30 April 2007 The Consulting and Management sold order book remains strong at £7.8 million (2005: £9.0 million) but lower due to delivery of significant contracts won in earlier years. Over the next year, we are looking forward to returning to higher levels of profitability in the Consulting and Management business, although the Ventures business will remain the primary focus. We expect strong developments in the Progeny(R) company portfolio during the year as the existing Progeny(R) companies mature and new Progeny(R) companies are founded. In particular we are looking forward to working with The University of Reading to deliver some high growth Progeny(R) companies based on their IP. A major emphasis will be placed on building substantial value in our IP pipeline through the measured roll-out of our Progeny(R) Partnership programme securing long term partnerships with further top-rated institutions. Overall, we expect another year of continuing growth. Andrew Newland Chief Executive 26 July 2006 ANGLE PLC CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 APRIL 2006 2005 2006 (Restated) £ £ Turnover Consulting and Management 4,022,092 3,897,714 Ventures 60,000 234,437 Controlled investments 10,775 - ---------- ---------- 4,092,867 4,132,151 Investments Change in fair value 2,377,772 (1,583,636) Operating costs Consulting and Management (3,995,530) (3,389,197) Ventures (2,471,626) (1,804,138) Controlled investments (2,217,568) (247,691) Share based payments (381,884) (283,490) Restructuring charges (203,740) - ---------- ---------- (9,270,348) (5,724,516) Operating profit / (loss) (2,799,709) (3,176,001) Net finance income 131,969 242,184 ---------- ---------- Profit / (loss) before tax (2,667,740) (2,933,817) ---------------------------------------------- ---------- ---------- Loss before controlled investments and tax (460,946) (2,686,126) Controlled investments (2,206,794) (247,691) ---------------------------------------------- ---------- ---------- Tax 142,023 47,890 ---------- ---------- Profit / (loss) for the year (2,525,717) (2,885,927) ========== ========== Earnings / (loss) per share Basic (pence per share) (14.36) (17.28) Diluted (pence per share) (14.36) (17.28) ANGLE PLC CONSOLIDATED BALANCE SHEET FOR THE YEAR ENDED 30 APRIL 2006 2006 2005 (Restated) £ £ ASSETS Non-current assets Investments 1,642,051 2,515,517 Property, plant and equipment 147,414 81,250 Intangible assets 3,575 4,763 Trade and other receivables - 239,570 ----------- ----------- Total non-current assets 1,793,040 2,841,100 Current assets Investments 4,868,077 818,819 Trade and other receivables 1,224,658 857,741 Cash and cash equivalents 8,234,853 5,534,888 ----------- ----------- Total current assets 14,327,588 7,211,448 ----------- ----------- Total assets 16,120,628 10,052,548 =========== =========== EQUITY AND LIABILITIES Equity Issued capital 2,713,293 1,670,648 Share premium account 13,701,935 7,381,864 Share based payment reserve 918,876 536,992 Other reserves 2,553,356 2,553,356 Translation reserve (73,159) (42,990) Retained earnings (5,312,955) (2,787,238) Own shares (20,000) - ----------- ----------- Total equity 14,481,346 9,312,632 ----------- ----------- Liabilities Non-current liabilities Obligations under finance leases 27,363 1,316 Current liabilities Trade and other payables 1,592,362 733,562 Obligations under finance leases 19,557 5,038 ----------- ----------- Total current liabilities 1,611,919 738,600 ----------- ----------- Total liabilities 1,639,282 739,916 ----------- ----------- Total equity and liabilities 16,120,628 10,052,548 =========== =========== ANGLE PLC CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 APRIL 2006 ________________________________________________________________________________ 2005 2006 (Restated) £ £ Operating activities Operating profit / (loss) (2,799,709) (3,176,001) Depreciation of property, plant and equipment 49,294 25,652 Amortisation of intangible assets 1,707 2,202 (Profit) / loss on disposal of property 1,059 - Exchange differences (30,295) (42,664) (Increase) / decrease in trade and other receivables (431) (223,574) Increase / (decrease) in trade and other payables 855,183 (237,526) Change in fair value of investments (2,377,772) 1,583,636 Share based payments 381,884 283,490 ---------- ---------- Net cash from operating activities (3,919,080) (1,784,785) Investing activities Purchase of property, plant and equipment (61,242) (76,093) Purchase of intangible assets (820) (6,964) Purchase of investments (698,018) (508,036) Provision of convertible loans (100,000) (500,000) Purchase of own shares (20,000) - Net interest received 136,312 243,674 ---------- ---------- Net cash used in investing activities (743,768) (847,419) Financing activities Net proceeds from issue of share capital 7,376,972 (69,241) Capital elements of finance lease contracts (14,159) (10,538) ---------- ---------- Net cash from financing activities 7,362,813 (79,779) Net increase / (decrease) in cash and cash 2,699,965 (2,711,983) equivalents Cash and cash equivalents at start of period 5,534,888 8,246,871 ---------- ---------- Cash and cash equivalents at end of period 8,234,853 5,534,888 ========== ========== ANGLE PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2006 Share based Issued Share payment Other Translation Retained Own Total capital premium reserve reserves reserve earnings shares equity £ £ £ £ £ £ £ £ At 1 May 2004 (restated) 1,669,648 7,375,518 253,502 2,553,356 - 98,689 - 11,950,713 For the period to 30 April 2005 Consolidated profit/ (loss) (42,990) (2,885,927) (2,928,917) Share based payments 283,490 283,490 Issue of share capital (net) 1,000 6,346 7,346 ---------- ---------- -------- --------- ------- ---------- -------- ----------- At 30 April 2005 (restated) 1,670,648 7,381,864 536,992 2,553,356 (42,990) (2,787,238) - 9,312,632 For the period to 30 April 2006 Consolidated profit/ (loss) (30,169) (2,525,717) (2,555,886) Share based payments 381,884 381,884 Issue of share capital (net) 1,042,645 6,320,071 7,362,716 Own shares (20,000) (20,000) ---------- ---------- -------- --------- ------- ---------- -------- ----------- At 30 April 2006 2,713,293 13,701,935 918,876 2,553,356 (73,159) (5,312,955) (20,000) 14,481,346 ========== ========== ======== ========= ======= ========== ========= =========== Share based payment reserve The share based payment reserve account is used for the corresponding entry to the share based payments charged through the income statement. Transfers are made from this reserve to retained earnings as the related share options are exercised, lapse or expire. Translation reserve The translation reserve account comprises cumulative exchange differences arising on consolidation from the translation of the financial statements of international operations. Under IFRS this is separated from retained earnings. Own shares The own shares account relates to shares purchased by the ANGLE Employee Share Ownership Trust. The financial information set out above does not constitute the Company's statutory financial statements for the year ended 30 April 2006 within the meaning of section 240 of the Companies Act 1985 but are derived from the audited financial statements for that year. The auditors have reported on these accounts and their report was unqualified and did not contain statements under s237(2) or (3) of the Companies Act 1985. 1 Basis of preparation Following the adoption of International Financial Reporting Standards (IFRS), the financial information in this announcement has been prepared on the basis of the accounting policies as set out in the interim financial statements for the six months ended 30 October 2005. The 2005 financial information is restated as a result of adopting IFRS. The 2005 statutory accounts have been delivered to the Registrar of Companies and the auditor's report on those accounts was unqualified. The 2006 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. At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective: IFRS 6 Exploration for and Evaluation of Mineral Resources IFRS 7 Financial instruments: Disclosures; and the related amendment to IAS 1 on capital disclosures IFRIC 4 Determining whether an Arrangement contains a Lease IFRIC 5 Rights to Interest Arising from Decommissioning, Restoration and Environmental Rehabilitation Funds IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary Economies IFRIC 8 Scope of IFRS 2 Share-based Payment IFRIC 9 Reassessment of Embedded Derivatives IFRIC 10 Interim Financial Reporting and Impairment. The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Group when the relevant standards and interpretations come into effect. 3 Tax The Group is eligible for and takes advantage of the substantial shareholdings relief UK corporation tax exemption. This results in the 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 net of profits in the Consulting and Management businesses as relieved by losses incurred in the establishment and development of new ventures. 4 Earnings per share The basic and fully diluted earnings per share is calculated on an after tax loss of £2.53 million (2005: loss £2.89 million). The basic earnings per share is based on 17,584,521 weighted average ordinary 10p shares (2005: 16,697,500). Share options are non-dilutive for the year because of the loss. The fully diluted earnings per share is based on 17,584,521 weighted average ordinary 10p shares (2005: 16,697,500). 5 Shareholder communications Copies of this announcement are posted on the Company's website www.ANGLEplc.com and are available from Buchanan Communications. The Annual General Meeting of the Company will be held at 2:00 pm on 7 September 2006 at ANGLE's offices, Surrey Technology Centre, 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 2006 are expected to be distributed to shareholders by 14 August 2006 and will subsequently be available on the Company's website or from the registered office, Surrey Technology Centre, Surrey Research Park, Guildford, GU2 7YG. This preliminary announcement was approved by the Board on 26 July 2006. -------------------------- This information is provided by RNS The company news service from the London Stock Exchange

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