Interim Results

EpiStem Holdings plc 28 February 2008 For release: 28th February 2008 Epistem Plc (LSE: EHP), the UK epithelial stem cell company, announced today its interim results for the period to 31st December 2007. Epistem is a biotechnology company commercialising its expertise in tissue renewal in the areas of oncology, gastrointestinal diseases and dermatology. They provide specialised preclinical efficacy testing, biomarker services and develop proprietary novel therapeutics for partnership and co-development with drug development companies. Located in purpose built office and laboratory facilities adjacent to the University of Manchester, UK, Epistem maintain close links with drug companies, clinicians and academics in the field, ensuring that the company remains at the forefront of stem cell science and technology. During the year, the Group made significant progress on a number of key fronts: Highlights: • 66% growth in Interim year on year sales • Novel Therapeutics accelerating development of selected therapeutic lead candidates • £1.1m fundraising in November 2007 for newly emerging biomarker business • Epistem Biomarker technology wins Bionow 2007 'Biomedical Project of The Year' award • Strong customer interest in new product developments including cancer stem cells and wound healing • Healthy balance sheet with £2.6m of cash at period end • 20% increase in share price post April 2007 admission, set against downturn in financial markets and market segment Commenting on the Interim results, Matthew Walls, CEO of Epistem commented: 'Following a very successful first half of this financial year, the Board of Epistem remain convinced that in the medium term there will be substantial uplift in the value of the Company based on its current performance and the value opportunities now beginning to emerge' For further details, please contact: Matthew Walls 0161 606 7258 CEO Epistem Plc Mike Wort / Anna Dunphy 0207 861 3838 De Facto Communications Thilo Hoffmann / Gareth Price 020 7426 9000 Landsbanki Securities Chairman and Chief Executive Officer Statement Following the April 2007 admission, we are pleased to report to shareholders that the Company continues to make excellent progress across its core business areas. This Interim Report covers the six month period from 1st July 2007 to 31 December 2007. Overview Results for the first six months showed a 66% year on year growth in revenues for the Company, primarily from the Company's Contract Research Services division. This growth represents a significant uplift in the first half business performance over last year and further evidence of the growing interest in the Company's stem cell services and expertise. The Novel Therapies division has selected a small group of proteins from its 250 protein asset for accelerated development. The early characterisation and efficacy results for these lead candidate proteins are very encouraging. Biomarker developments have also accelerated with the initial feasibility studies undertaken with AstraZeneca Plc proving successful. The Company also completed a £1.1m placement in November 2007 to fund further development of its Biomarker business and received the 2007 North West Regional Development Agency 'Bionow' award for Biomedical Project of The Year. Against the backdrop of the volatile financial markets, the combination of a revenue-generating and profitable Contract Research Services division coupled with an investment-driven Novel Therapies division continues to provide a balanced risk profile for our ongoing business model. This position has been further recognised by our shareholders with the stock price now 20% above its admission price in April 2007. Cash reserves in the Company are healthy at £2.6m with the monthly cash burn (£0.1m/month) primarily related to investment in our Novel Therapies division. Financial Review Sales revenue from business operations for the first six months of this financial year was £1.1m, an increase of £0.4m. The revenue growth was driven by increased 'fee for service' business generated by the Contract Research Services division. Interim Operating Profits for The Contract Research Services Division increased by £0.3m over the previous year. Cost increases over the period were primarily in relation to new staff and expertise, with other costs remaining under tight control. The net loss for the period amounted to £0.5m compared with a loss of £0.5m over the same period last year. The corresponding Earnings Per Share figure for the Interim period was (6)p against (10)p for the previous year. At the time of writing there is a high degree of uncertainty in the financial markets. The directors consider that the Group's cash reserves place the business in a strong position which along with the Company's growth prospects will allow the Company to take advantage of opportunities that may present themselves in such market conditions. Operational Review Over the first half, Contract Research Services has responded to an increased demand for its drug efficacy and skin testing models. This included an increase in the number of biodefence candidates tested under the US National Institutes of Health (NIH) contract for radiation sickness. We are also applying our knowledge of the behaviour of normal epithelial stem cells to develop new models for testing drugs in the area of cancer stem cells. With the pharmaceutical industry beginning to focus more closely on cancer stem cells and their microenvironment the Company is well positioned to address this growing area of oncology development. From our 250 genes used to identify candidate stem cell regulators, we are now advancing 4 leads in the therapeutic areas of oncology and wound healing. Early characterisation and efficacy results have been very encouraging. Two of our oncology leads have shown inhibition in our cancer stem cell models and we are currently characterising the nature of this inhibition. The Company anticipates additional leads emerging in the coming months from its protein asset. The early commercial contract for an off-patent molecule outlined in the October 2007 Annual Report has been terminated and this molecule will be repositioned as a biodefence therapeutic lead. Biomarker developments have moved quickly over the first half, with the Company beginning to put in place foundations for further development and commercialization of its platform technology. The recent Biomarker feasibility work completed with AstraZeneca Plc provided the first independent validation of the technology platform. We are now undertaking other validation work with our pharmaceutical partners. Strategy The Board believes that shareholder value can be best enhanced by maintaining and developing its combined business model and by growing, where appropriate by complementary acquisition. The combined business model offers a cornerstone of a growing and profitable Contract Research Services operation. This business model will be further underpinned by developing the newly emerging Biomarker business. The investment based Novel Therapeutics division will continue to de-risk its drug development position with the advancement of its therapeutic leads. Outlook On a like for like basis, we anticipate continued growth in our Contract Research Services business in the second half of the year over the comparative period in 2007. Additional growth is also anticipated through our emerging Biomarker business validated by our pharmaceutical partners. The early characterisation results from our therapeutic leads are positive and we expect to see further development of our therapeutic lead candidates over the second half. The Board of Epistem remain convinced that in the medium term there will be substantial uplift in the value of the Company based on its current performance and the value opportunities now beginning to emerge. David Evans Matthew Walls Chairman Chief Executive Officer February 2008 Consolidated Income Account Six months ended 31 December 2007 Restated Six months to Six months to Year ended 31 Dec 2007 31 Dec 2006 30 Jun 2007 (unaudited) (unaudited) (audited) £ £ £ Revenue 1,106,467 666,846 1,357,444 Contract research costs (725,506) (499,015) (1,112,093) Discovery and development costs (525,682) (484,159) (1,034,053) General administrative costs (416,601) (190,122) (452,708) Operating loss (561,322) (506,450) (1,241,410) Interest receivable 46,923 12,138 49,793 Interest payable and similar charges (6,799) (9,404) (5,276) Loss on ordinary activities before taxation (521,198) (503,716) (1,196,893) Tax credit on loss on ordinary activities (95,000) (100,173) (160,358) Loss for the financial period (426,198) (403,543) (1,036,535) Earnings per share (pence) (6)p (10)p (22)p Consolidated Statement of Changes in Equity Six months ended 31 December 2007 Share Share Reverse Profit and Share Premium Options Acquisitions Loss Capital Account Reserve Reserve Account Total £ £ £ £ £ £ Balance at 1 July 2006 202 2,531,968 398,812 - (1,835,964) 1,095,018 Recognition of equity settled share-based payments in the period - - 22,187 - - 22,187 Loss for period - - - - (403,543) (403,543) At 31 December 2006 202 2,531,968 420,999 - (2,239,507) 713,662 IFRS 3 reserve acquisition 60,482 2,423,924 - (2,484,406) - - Allotment of ordinary shares 37,387 3,053,250 - - - 3,090,637 Share issue costs - (607,542) - - - (607,542) Recognition of equity settled share-based payments in the period - - 32,933 - - 32,933 Loss for period - - - - (632,992) (632,992) At 30 June 2007 98,071 7,401,600 453,932 (2,484,406) (2,872,499) 2,596,698 Allotment of ordinary shares 9,807 1,055,897 - - - 1,065,704 Share issue costs - (20,295) - - - (20,295) Recognition of equity settled share-based payments in the period - - 55,284 - - 55,284 Loss for period - - - - (426,198) (426,198) At 31 December 2007 107,878 8,437,202 509,216 (2,484,406) (3,298,697) 3,271,193 Consolidated Balance Sheet As at 31 December 2007 Restated 31 Dec 2007 31 Dec 2006 30 Jun 2007 (unaudited) (unaudited) (audited) £ £ £ Non-current assets Intangible assets 56,894 60,758 58,826 Plant and equipment 347,775 375,977 368,099 404,669 436,735 426,925 Current assets Trade and other receivables 516,370 332,853 357,089 Tax receivables 255,358 230,700 160,358 Cash and cash equivalents 2,612,045 328,414 2,394,456 3,383,773 891,967 2,911,903 Liabilities Current liabilities Trade and other payables 347,305 356,106 394,994 Obligations under finance leases 68,812 94,470 81,317 Bank overdrafts and loans - - 128,884 416,117 450,576 605,195 Net current assets 2,967,656 441,391 2,306,708 Total assets less current liabilities 3,372,325 878,126 2,733,633 Non-current liabilities Obligations under finance leases (101,132) (164,464) (136,935) Net assets 3,271,193 713,662 2,596,698 Capital and reserves Called-up equity share capital 107,878 202 98,071 Share premium account 8,437,202 2,531,968 7,401,600 Share options reserve 509,216 420,999 453,932 Reverse acquisition reserve (2,484,406) - (2,484,406) Profit and loss account (3,298,697) (2,239,507) (2,872,499) Total shareholders' equity 3,271,193 713,662 2,596,698 Consolidated Statement of Cash Flows Six months ended 31 December 2007 Restated Six months to Six months to Year ended 31 Dec 2007 31 Dec 2006 30 Jun 2007 (unaudited) (unaudited) (audited) £ £ £ Cash flows from operating activities Loss for the period (561,322) (506,450) (1,241,410) Depreciation, amortisation and impairment 50,022 53,632 109,264 Share-based payment expense 55,284 22,187 55,120 Operating loss before changes in working capital and provisions (456,016) (430,631) (1,077,026) (Increase)/decrease in trade and other receivables (159,281) (9,490) (33,726) (Decrease)/increase in trade and other payables (47,689) 142,068 180,956 Net cash outflow generated from operations (662,986) (298,053) (929,796) Interest paid (6,799) (9,404) (5,276) Interest received 46,923 12,138 49,793 Tax received - - 130,527 Net cash outflow from operating activities (622,862) (295,319) (754,752) Cash flows from investing activities Acquisition of property, plant and equipment (27,766) (17,370) (63,192) Net cash outflow from investing activities (27,766) (17,370) (63,192) Cash flows from financing activities Proceeds from issue of share capital 1,065,704 - 3,090,637 Expenses of share issue (20,295) - (607,542) Repayment of borrowings (48,308) (34,768) (75,450) Net cash inflow from financing activities 997,101 (34,768) 2,407,645 Net increase/(decrease) in cash equivalents 346,473 (347,457) 1,589,701 Cash and cash equivalents at beginning of period 2,265,572 675,871 675,871 Cash and cash equivalents at end of period 2,612,045 328,414 2,265,572 Analysis of Net Funds Cash at bank and in hand 2,612,045 328,414 2,394,456 Bank overdrafts - - (128,884) Net Funds 2,612,045 328,414 2,265,572 Notes to the Interim Financial Statements Six months ended 31 December 2007 1. Significant accounting policies Basis of accounting The interim financial statements have been prepared under the historical cost convention, modified to include the revaluation of financial instruments and in accordance with applicable accounting standards in particular International Financial Reporting Standards as adopted by the EU ('Adopted IFRSs'). Epistem Holdings Plc is a company incorporated in the UK. These interim financial statements have not been audited and do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The comparative figures for the financial year ended 30 June 2007 are not the statutory accounts for the financial year but are abridged from those accounts which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified. These interim financial statements were approved by the Board of Directors on 27 February 2008. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods represented in these consolidated financial statements. Basis of consolidation The consolidated financial statements consolidate those of the Company and its subsidiary (together referred to as the 'Group'). Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Transactions between Group companies are eliminated on consolidation. On 16 March 2007 Epistem Holdings Plc merged with Epistem Limited, when the shareholders of Epistem Limited exchanged their shares for equivalent shares in Epistem Holdings Plc. As Epistem Holdings Plc was newly incorporated at the time of the transaction under the terms of IFRS 3 'Business Combinations' this transaction has been accounted for as a reverse acquisition, on the basis that the shareholders of Epistem Limited gained a controlling interest in the Group. The financial statements therefore represent a continuation of the financial statements of Epistem Limited. Revenue recognition The company generally invoices and reports as sales, 50% of the value of a new contract on signature. This policy is designed to recognise that, in negotiating contracts for new studies, the company performs specific pre-contract work to establish the parameters of the study work. When the final report is issued to the client the remainder of the contract is invoiced and recognised as income, at that date. In other cases where the contract does not provide for income recognition on signature revenue is recognised as the work is invoiced. Segment reporting A segment is a group of assets, liabilities and operations engaged in providing products or services that are subject to risks and returns that are different from those of other parts of the business. The group's primary format for segment reporting is based on business segments. Research and development Research and development expenditure is written off in the year in which it is incurred. Share-based payments The group issues equity-settled and cash-settled share-based payments to certain employees (including directors). Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the group's estimate of the shares that will eventually vest. Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction, and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph. 2. Segment information Contract Research Novel Unallocated Services Therapies Expenses Total £ £ £ £ Six months ended 31 December, 2007 Revenue 1,106,467 - - 1,106,467 Segment result 394,999 (506,238) (394,799) (506,038) Less equity settled share-based payments (IFRS 2) (14,038) (19,444) (21,802) (55,284) Operating Profit/Loss 380,961 (525,682) (416,601) (561,322) Six months ended 31 December, 2006 Revenue 666,846 - - 666,846 Segment result 167,831 (461,972) (190,122) (484,263) Less equity settled share-based payments (IFRS 2) - (22,187) - (22,187) Operating Profit/Loss 167,831 (484,159) (190,122) (506,450) Twelve months ended 30 June, 2007 Revenue 1,357,444 - - 1,357,444 Segment result 245,351 (989,678) (441,963) (1,186,290) Less equity settled share-based payments (IFRS 2) - (44,375) (10,745) (55,120) Operating Profit/Loss 245,351 (1,034,053) (452,708) (1,241,410) Registered Office 48 Grafton Street Manchester M13 9XX United Kingdom Nominated Adviser & Broker Landsbanki Securities (UK) Limited Beaufort House 15 St Botolph Street London EC3A 7QR Epistem Plc 48 Grafton Street Manchester M13 9XX United Kingdom T +44 (0)161 606 7258 F +44 (0)161 606 7348 www.epistem.co.uk This information is provided by RNS The company news service from the London Stock Exchange

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