Interim Results

RNS Number : 1707S

WideCells Group PLC

29 September 2017

 

29 September 2017

WideCells Group PLC ('WideCells Group' or 'the Company')

Interim Results

WideCells Group PLC, the healthcare services company focused on providing stem cell services and ground-breaking insurance for stem cell treatment, announces its interim results for the 6 months ended 30 June 2017.

Highlights

·     Established revenue generative operations, with three primary divisions and five revenue streams

·     Award winning - named 21^st in Global DISRUPT 100 list, showing potential to influence, change and create new global markets, and nomination as 'Life Science IPO of the year' by Biotech&Money

·     Successfully executed the landmark launch of the world's first global stem cell insurance product, CellPlan, generating maiden revenues

o  Secured a commercial agreement with the UK's leading cord blood storage facility, Biovault, to capitalise on their 25,000 cord blood samples;

o  Built e-commerce platform to facilitate rapid global rollout

o  Post-period end signed a definitive agreement with Hemocord, a leading Brazilian storage facility, providing exposure to a new and rapidly growing market

o  Strong growth pipeline - actively assessing a number of agreements with additional cord blood storage facilities  

·     Commenced revenue generative research work and expanded product offering at WideCells

o  Building a portfolio of global stem cell storage facilities to build upon current facility in Brazil and cryogenics facility in Manchester, UK

o  Post-period end granted a Research Licence to proceed with the planned paid-for research work to drive development in stem cell therapies

o  Post-period end identified strategic opportunity to target complementary growth opportunities within regenerative medicine by becoming a licenced provider of novel synthetic bone graft INDUS - maiden product sales targeted Q4 2017 selling to the UK dental industry in the coming months, with potential for further roll out internationally

·     Advanced Wideacademy from vision to commercialisation, with revenue generation on track to commence in 2018

o  Former Director of Education at Apple, Alan Greenberg, appointed to drive development

o  Finalised "route to market" through creation of an innovative Software as a Service ('Sas') platform to deliver authentic, factual and trustworthy content on stem cell treatments and life sciences

o  Commercial launch targeted for Q1 2018

·     Cash position of £868,829 as at 30 June 2017 - post period end cash balances further bolstered through Placing to raise gross proceeds of £750,000

WideCells Group CEO Joao Andrade said, "I firmly believe WideCells Group is set to change our future medical landscape.  By creating the world's first end-to-end service solution, we are committed to making cord blood stem cell treatment accessible and affordable globally and I believe the repercussions of this are set to be huge. 

"Having achieved consistent growth across our portfolio of three divisions during the period, we now have two revenue generative divisions - CellPlan and WideCells - with the third - Wideacademy - targeted to commence operations in early 2018.  With a number of growth initiatives already well advanced to build on revenues and expand our global reach, the future continues to look very bright for our company.  I would like to thank all of those who have made this rapid progress possible, and I look forward to updating our loyal shareholders in the future as we continue to expand and commercialise our products in this electric market."

Chairman's Statement

Having listed on the London Stock Exchange just over a year ago, I am delighted to report on the historic progress we have made, not only in the period under review, but since our listing.  Within a year of becoming a quoted company we have rapidly grown WideCells Group to become a revenue generative worldwide provider of stem cell services, driving innovation across a US$100 billion industry that is rapidly growing and projected to be worth US$170 billion by 2020.   

Our strategy is simple: to offer an end-to-end service solution for the stem cell industry, which drives innovation, improves accessibility and catalyses the next important phase in the medical industry, whilst offering multiple revenue opportunities to provide value uplift for our shareholders.  This is achieved through our three distinct and complementary divisions: CellPlan, which represents the world's first stem cell insurance plan and medical concierge service to directly tackle the affordability of stem cell transplantation for families across the globe; WideCells, which provides cutting-edge stem cell processing and storage facilities and pioneers innovative research work; and Wideacademy, which is committed to driving training, education and research in stem cell technologies to support the continued growth of this potentially lifesaving industry.

In the past six months, we have seen enormous advancements made in all three divisions.  CellPlan and WideCells made the monumental transformation from product development to commercial deployment, thus bringing with it the advent of revenues, which we are now focussed on rapidly growing, whilst former Director of Education at Apple, Mr. Alan Greenberg, has become Senior Vice President of Wideacademy and devised a clear programme and strategy through which we are now ideally poised to grow our training and research arm.  The excellent progress that we have made is reflected in our global ranking as 21^st in the Global DISRUPT 100 list - a list which celebrates the businesses with the most potential to influence, change or create new global markets - and in our nomination as 'Life Science IPO of the year' by Biotech&Money.  We are committed to maintaining this rapid pace of development as we now look to build our global presence.

I would now like to take this opportunity to provide a more thorough overview of the developments we have achieved across our divisions during the period under review.

CellPlan

CellPlan is a completely unique and a first of its kind insurance product that aims to transform the stem cell industry by making stem cell treatment affordable and accessible globally.  Through an average cost of £170 per annum, families that have stored their stem cells are able to protect themselves from the often unforeseen costs of treatment, which can be as much as £300,000.  CellPlan has developed four services, which are offered in one single product: "Your Expert Consultation Service", which comprises a panel of experts in stem cell transplantation who are able to review a patient's case regardless of where he is in the world and provide the right diagnosis and the right treatment plan; "Your Medical Certainty", where we provide a comprehensive summary of the patient's case and identify a selection of treatment centres where the patient can access treatment globally; "Your Global Resource", which is a medical concierge service, whereby CellPlan handles the full treatment process, including any travel requirements, hospital admission and transportation of the stem cell sample, allowing patients to concentrate on getting well; and "Your Family protection", where CellPlan provides cover of £/$/€1m (sterling, euros or dollars) - depending on the location - of medical, travel and accommodation bills.  We believe that this highly innovative product is set to revolutionise the stem cell industry and indeed our future medical landscape - a view which a leading provider of market analysis shares, stating that the launch of CellPlan necessitates a revision in their forecasts for stem cell storage uptake because demand is now expected to be greatly heightened.

A further endorsement of our CellPlan product is the response we have received from stem cell storage providers, with multiple international facilities contacting us so that they can offer CellPlan to their customers.  An example of the type of agreement we would look to secure with these facilities is the exclusive agreement that we have signed with Biovault Technical Ltd ('Biovault'), the UK's largest private human tissue storage facility, which stores c.25,000 cord blood samples; as of June 2017 all new Biovault customers automatically become a client of CellPlan for a period of 12months as part of a Biovault package to new storage customers in the UK, whilst existing customers are able to purchase the CellPlan product directly via the Company's e-commerce platform, which was launched post-period end in July 2017.  With the strength of our product, targeted marketing programmes and the support of Biovault, we expect uptake to be strong and renewal rates to be high, which will build recurring revenues for the group. 

From every product sold, c.£50 is net to WideCells Group.  Accordingly, this maiden agreement was a landmark for the Company because it marked the commercial launch of CellPlan and accordingly the commencement of revenue generation from this division.  Furthermore, work is currently underway to roll-out our e-commerce platform further so that families that have stored stem cells in facilities currently not members of the CellPlan Excel Member Programme but which meet standards adhered to by the programme (the 'Extended Provider Network') will be able to purchase CellPlan.  For sales generated from the Extended Provider Network, CellPlan will take a greater share of the margin given that no commission payment will be required to storage facilities.

Looking at our future sales opportunities, it is important to note that CellPlan's target market includes people who have already committed to storing their baby's umbilical cord blood for 25 years, and accordingly, we believe there is strong potential that these people will be interested in subscribing for and renewing the CellPlan policy for the same period of time, which will create a valuable recurring revenue and provide clear see-through value of our Company in the future.  CellPlan is targeting c.100,000 policies by year three (from its commercial launch), which when generating on average £50 net to CellPlan per policy on a recurring basis, provides a strong structure through which we can build the profitability of our Company.

By establishing two defined routes to market, we have placed ourselves firmly in the driver's seat in terms of sales.  Our focus is now on signing up new customers, both via strategic agreements with storage facilities and via our Extended Provider Network, so that we can build revenues.   In support of this, I am pleased to report that post-period end in early July 2017 we signed a definitive agreement to roll out CellPlan to Hemocord, a leading Brazilian storage facility that currently has approximately 5,000 cord blood samples stored.    South America is one of the fastest growing cord blood markets across the globe, expected to be valued at US$445 million by 2023, and accordingly our move into this geography marks a significant opportunity. 

With additional agreements in the pipeline and our e-commerce platform strategically built to facilitate rapid global rollout, the coming 6 months are, I believe, set to be equally transformational for the Company as we focus on building CellPlan into the world's leading provider of cord blood and related stem cell insurance.

WideCells

Our WideCells division operates an international portfolio of stem cell storage and research facilities, providing us with exposure to markets initially across Europe and South America, with the ability to be extended to the Middle East and Africa.  

The division was founded to penetrate a crucial area of the stem cell market: stem cell storage, a global market which was valued at US$2.4 billion in 2015.  To enable us to capitalise on this market we have established a cryogenics facility in Manchester, at our Institute of Stem Cell Technology, and have a licencing agreement with a storage facility in Brazil, now operating as WideCells Brasil.  With an expected average storage price of £2,000 in the UK and Europe, we believe this division has the potential to generate significant revenues for our Company; there are c.500,000 births each year in WideCells' initial target markets of the UK, Portugal, Spain and Brazil and within this we believe there will be 50,000 (10%) umbilical cord blood samples stored per year.  It is accordingly our mission to convert this opportunity into material value for the Company in the near term.

Whilst stem cell storage remains a primary focus of the division's operations, I am also pleased to report that since our listing we have identified an additional opportunity to generate revenues by undertaking research at our Institute of Stem Cell Technology in Manchester.  This research is focused on stem cell therapy and regenerative medicine, and post-period end in July 2017 WideCells was granted a Research Licence from the UK's Human Tissue Authority, enabling it to proceed with the planned research work. Crucially, revenues are already being received from this area of the business, showing the success of this venture; Qigenix, a California-based clinical stage medical device company, has agreed to pay £100,000 in aggregate to WideCells to test a new laser technology designed to increase the homing and integration of stem cells. 

Alongside undertaking research for Qigenix, we intend to conduct research to examine the potential of using stem cells alongside synthetic bone graft treatments to accelerate the new bone formation process.  This is part of our recently announced strategy to target complementary growth opportunities identified within regenerative medicine.  As part of this development, post-period end in July 2017 WideCells secured a licence agreement with Medbone® - Medical Devices Lda ('Medbone') which has developed and manufactures INDUS, a novel synthetic bone graft which promotes new bone formation.  This means we are now a licenced provider of INDUS, which we intend to start selling to the UK dental industry in the coming months, with potential for further roll out internationally.

This move is perfectly aligned with our our stem cell activities, as we are looking to initiate a research project where we will be looking to combine our synthetic bone INDUS with the patient's own stored dental pulp stem cells (TeethCells), which is a service we are expecting to launch early next year after we receive the licence we are seeking from the Human Tissue Authority for the provision of this service.  We are also fortunate enough to count Dr. Marilyn Orcharton as a member of our Board and her experience within the dental industry - being a qualified dentist who has received a medal of Honour from the British Dental Association and co-founded Denplan Limited, the UK's market leader in dental insurance - means that we are uniquely well placed to rollout this new product offering whilst maintaining the continued development of our stem cell services. I believe this is a very exciting growth opportunity for our Company; we believe that this move will enhance our position within the regenerative medicine arena whilst also generating new revenue opportunities for the Company.

Wideacademy

Wideacademy is our research, development and training division, through which we intend to educate people on the benefits of stem cell treatment.  The division's mandate is simple: to establish itself as the thought leader on stem cell technologies and innovation for medical professionals and families.  This is because we believe knowledge is power, and whilst the stem cell industry is a multi-billion-dollar industry, there is a disconnect in terms of people's understanding of stem cells and their potential.  By securing and working with strategic partners in the tech and education sectors, we intend to produce and deliver the highest quality content and courseware to bridge this gap and enable people to educate themselves on stem cell technologies and ultimately make informed decisions on this growing area of medicine.

Spearheading this area of the business is Alan Greenberg, the former director of Education at Apple, who was intrinsic in launching educational podcasts at the company. He joined us in February 2017 and has already had great success in helping define our development plans and rollout model.  As outlined through an announcement made post-period end on 25 September 2017, Wideacademy has designed an innovative Software as a Service ('Sas') platform (the 'Platform') to deliver authentic, factual and trustworthy content on stem cell treatments and life sciences.  It is our intention that through this one bespoke platform, we will be able to satisfy any and all needs of both the professional and personal interest relating to stem cell technology.  The Platform is currently being developed, with commercial launch targeted for Q1 2018, which we expect will herald the commencement of revenues for this division.  We look forward to keeping shareholders updated with progress on these exciting developments in due course.

Financial

The £2m raised at IPO allowed the Group to set up a state-of-the-art stem cell facility at the University of Manchester Innovation Centre, establish offices for WideCells and Wideacademy, and to develop the CellPlan insurance product from offices in Porto.

On 12 April 2017, the Company announced the completion of a private placing of 10% of its existing share capital. 5,405,806 ordinary shares at £0.12 were issued for trading on the Main Market of the London Stock Exchange (the 'Main Market') on 28 April 2017. The placing raised £646,686, £601,111 after £47,585 of costs, and allowed the Company to focus on growing its three core divisions.

With the change to the EU Prospectus Regulation from 21 July 2017, Premium and Standard listed companies on the Main Market are now allowed to raise 20% of their share capital over a rolling 12-month period without a prospectus.  At the same time as launching the CellPlan product and the Company moving into sales, it was decided to take advantage of this rule change and raise another 10% of the Company's post-IPO share capital.  Accordingly, post-period end on 28 August another 5,357,143 shares were issued for trading on the Main Market at a price of £0.14.  This raised another £750,000 before costs.

Aside from cash placings, another £25,000 of our initial £100,000 paid-for contract research project was recognised in the period. 

As at 30 June 2017 cash and cash equivalent balances stood at £868,829.  This figure does not include the £750,000 (before costs) raised post-period end in August.

Outlook

WideCells' mission is to deliver the world's first end-to-end service solutions to make stem cell treatment accessible and affordable globally.  Since the beginning of the year we have seen our Company grow exponentially and with revenues now commencing across much of our business, new product offerings launched, and initiatives in place to grow our service offering globally, I believe we are poised for further transformational growth.

Regenerative medicine is developing at a rapid pace and it is crucial that the industry not only keeps pace with these advancements but drives its continued development.  With our expert team and an adaptable business model, we have been able to utilise our strategic position to take advantage of new opportunities as they are identified so that we can build a robust, profitable business.  Our mission is now on building revenues and our global reach so that we can translate the significant potential we have identified into material value for our shareholders.

I would like to thank our shareholders, together with our incredibly hardworking board and management team, for their continued support.  I very much look forward to the future opportunities ahead.

Dr Graham Hine

Chairman

For further information, please visit the Company's website www.widecellsgroup.com, follow us on Twitter @WideCells_Group or contact:

WideCells Group	CEO - João Andrade	Tel:  [phone]
Smaller Company Capital Ltd	Broker - Jeremy Woodgate & Rupert Williams	Tel: [phone]
Shard Capital Partners LLP	Broker - Damon Heath & Erik Woolgar	Tel: [phone]
St Brides Partners Ltd	PR - Charlotte Page & Olivia Vita	Tel: [phone]

Interim Financial Statements

Consolidated statement of comprehensive income
Unaudited results for the six months ended 30 June 2017
	Note	6 months to	6 months to	12 months to
		30 Jun 2017	30 Jun 2016	31 Dec 2016
		(unaudited) £	(unaudited) £	£
Revenue	3	25,000	-	25,000
Administrative costs		(898,076)	(238,630)	(1,261,719)
Loss from operations		(873,076)	(238,630)	(1,236,719)
Finance expense		(7,321)	(5,625)	(30,710)
Loss before tax		(880,397)	(244,255)	(1,267,429)
Taxation		-	-	(7,517)
Total Loss after tax attributable to the owners of the parent		(880,397)	(244,255)	(1,274,946)
Loss per share
Basic and diluted loss per ordinary share - £		(0.02)	(0.01)	(0.03)

Consolidated statement of financial position
Unaudited results as at 30 June 2017
		30 Jun 2017	30 Jun 2016	31 Dec 2016
		(unaudited) £	(unaudited) £	£
Assets
Non-current assets
Tangible fixed assets		574,377	19,069	394,898
		574,377	19,069	394,898
Current assets
Inventories		9,703	2,887	2,887
Trade and other receivables		36,320	66,611	22,554
VAT recoverable		45,292	37,665	59,567
Cash and cash equivalents		868,829	23,190	1,149,758
		960,144	130,353	1,234,766
Total assets		1,534,521	149,422	1,629,664
Liabilities
Non-current liabilities
Borrowings		178,513	-	247,803
		178,513	-	247,803
Current liabilities
Trade and other payables		325,818	238,166	392,331
Borrowings		455,879	486,573	165,879
		781,697	724,739	558,210
Total liabilities		960,210	724,739	806,013
Issued capital and reserves attributable to owners of the parent
Share capital	5	148,660	76,000	135,145
Share premium		2,761,747	-	2,159,000
Merger reserve		(185,728)	(185,728)	(185,728)
Share-based payment reserve		226,308	-	211,513
Accumulated deficit		(2,376,676)	(465,589)	(1,496,279)
Total equity		574,311	(575,317)	823,651
Total equity and liabilities		1,534,521	149,422	1,629,664

Consolidated statement of cash flows
Unaudited results for the six months ended 30 June 2017
	Note	6 months to	6 months to	12 months to
		30 Jun 2017	30 Jun 2016	31 Dec 2016
		(unaudited) £	(unaudited) £	£
Cash flows from operating activities
Loss for the year		(880,397)	(244,255)	(1,274,945)
Adjustments for:
Deprecation of tangible fixed assets		12,265	-	16,143
Share-based payment expense		14,795	-	186,626
Net Interest expense		7,321	5,625	30,710
Taxation expense		-	-	7,517
Cash flows from operating activities before changes in working capital		(846,016)	(238,630)	(1,033,950)
Decrease in stock		(6,816)	-	-
Decrease in trade and other receivables		509	34,509	56,664
Increase in trade and other payables		(66,513)	59,915	238,129
Cash generated from operations		(918,837)	(144,206)	(739,157)
Taxes paid		-	-	(7,517)
Net cash used in operating activities		(918,837)	(144,206)	(746,673)
Investing activities
Purchases of property, plant and equipment		(191,743)	11,385	(205,531)
Sale of property, plant and equipment				24,931
Net cash generated (used) in investing activities		(191,743)	11,385	(180,600)
Financing activities
Share issues		648,697	355,800	2,000,000
Cost of share issue		(32,434)	-	(239,598)
Interest paid		(7,321)	(5,625)	(11,579)
Issue of convertible debt		-	-	274,500
Proceeds from bank borrowings		300,000	-	200,000
Repayment of borrowings		(79,291)	(227,917)	(180,045)
Net cash generated from financing activities		829,651	122,258	2,043,278
Net increase in cash and cash equivalents		(280,929)	(10,563)	1,116,005
Cash and cash equivalents at beginning of year		1,149,758	33,753	33,753
Cash and cash equivalents at end of year		868,829	23,190	1,149,758

Consolidated statement of changes in equity
Unaudited results for the six months ended 30 June 2017
	Share	Share	Merger	Share-based	Accumulated	Total
	capital	premium	reserve	payments reserve	deficit	equity
	£	£	£	£	£	£
At 1 January 2016	48	742	(466,317)	-	(221,333)	(686,860)
Loss for the period	-	-	-	-	(244,256)	(244,256)
Foreign exchange translation
Total comprehensive loss	-	-	-	-	(244,256)	(244,256)
Transactions with owners
Conversion of loan capital to share capital	28	355,772	-	-	-	355,800
Share exchange	75,924	(356,514)	280,590	-	-	-
Total contribution by and distributions to owners	75,952	(742)	280,590	-	-	355,800
At 30 June 2016	76,000	-	(185,727)	-	(465,589)	(575,316)
	Share	Share	Merger	Share-based	Accumulated	Total
	capital	premium	reserve	payments reserve	deficit	equity
	£	£	£	£	£	£
At 1 January 2017	135,145	2,159,000	(185,728)	211,513	(1,496,279)	823,651
Loss for the period	-	-	-	-	(880,397)	(880,397)
Foreign exchange translation
Total comprehensive loss	-	-	-	-	(880,397)	(880,397)
Transactions with owners
Share based payment charge	-	-	-	14,795	-	14,795
Issue of shares on placing - 28 April 2017 including ordinary shares	13,515	635,182	-	-	-	648,697
Costs of IPO	-	(32,435)	-	-	-	(32,435)
Total contribution by and distributions to owners	13,515	602,747	-	14,795	-	631,057
At 30 June 2017	148,660	2,761,747	(185,728)	226,308	(2,376,676)	574,311

Notes

1.    Accounting policies

The financial information for the six months ended 30 June 2017 and the comparative figures for the six months ended 30 June 2016 have not been reviewed or audited by the Group's auditors and have been prepared on the basis of the accounting policies adopted by the Group under International Financial Reporting Standards ("IFRS"). The same accounting policies and methods of computation are followed in the interim financial report as were published by the Company on 28 April 2017 in its annual financial statements, which are available on the Company's website.

The Directors have prepared cashflow forecasts for a period of 12 months from the date of releasing these Interim Results which show that the Group will have sufficient funds to continue and therefore that the going concern basis of preparation is appropriate. However, a key assumption within these forecasts is commencement of CellPlan sales from July 2017.  The directors are confident that the CellPlan product launch will be successful. However if there are reduced sales during 2017 the company will require additional funding to cover the 12 month period.  The directors have decided to raise additional funding via an equity placing to assist in the development of the business and compensate for any potential shortfalls. The directors have also provided non-binding letters of intent that they will make available additional funds to the company if there is a shortfall in the funding.

Basis of preparation

WideCells Group PLC the company is a public company (the "Company') is a company domiciled in England. The Company was incorporated on 24 May 2016 and this is the first set of interim financial information prepared by the Company.

The Group was formed when WideCells Group PLC entered into an agreement to acquire the entire share capital of WideCells International Limited and its wholly owned subsidiaries through the issue of shares in the Company which took place on 16 June 2016.

The capital structure for the comparative year reflects the former holding company, WideCells International Limited. Following the Group reconstruction the capital structure reflects that of WideCells Group PLC.

Accordingly, although the units which comprise the Group did not form a legal group for the entire period, the current period and comparative results comprise the results of the subsidiary companies as if the Group had been in existence throughout the entire period.

WideCells Group PLC adopted IFRS for the first time in its Historical Financial Information for the 3 years ended 31 December 2015 as presented in the Placing and Admission to Listing document dated 22 July 2016, WideCells Group PLC is a continuation of WideCells Group Limited as reflected in the merger accounting principle adopted and therefore the Group is not considered to be a first time adopter of IFRS in these financial statements.

The principal accounting policies adopted by the Group are set out below. The policies have been consistently applied to all the periods presented.

Changes in accounting policies

New standards, interpretations and amendments effective from 1 January 2016

There were no  new  standards  or  interpretations  effective  for  the  first  time  for  periods beginning on or after 1 January 2016 that had a significant effect on the Group's financial statements. None of the amendments to Standards that are effective from that date had a significant effect on the Group's financial statements.

New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not effective for 2016 and therefore have not been applied. The effective dates shown are for periods commencing on the date quoted.

·     IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018) - EU endorsed

·     IFRS 9 Financial Instruments (effective 1 January 2018) - EU endorsed

·     IFRS 16 Leases (effective 1 January 2019) - not yet EU endorsed

The Group has considered the above new standards, interpretations and amendments to published standards that are not yet effective and concluded that they are either not relevant to the Group or that they would not have a significant impact on the Group's financial statements, apart from additional disclosures.

Basis of consolidation

The Group financial statements consolidate those of the parent company and all of its subsidiaries. The parent controls a subsidiary if it has power over the investee to significantly direct the activities, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investor's returns, all subsidiaries have a reporting date of 31 December.

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-Group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.  

The consolidated financial statements consist of the results of the following entities:

Entity	Summary description
WideCells Group PLC	Ultimate holding company
WideCells International Limited	Holding company of subsidiaries
WideCells Limited	Trading company
WideCells Portugal SA	Trading company
WideCells España SL	Trading company
WideAcademy Limited	Trading company
CellPlan Limited	Holding company
CellPlan International Lda	Trading company

Revenue

Revenue represents the fair value of the consideration received or receivable in the year, net of discounts and sales taxes.

Sales income derives from the procurement and marketing of cord blood stem cell storage. Revenue is recognised as detailed below;

Revenue is recognised when it is probable that the economic benefits associated with a transaction will flow to the Group and the amount of revenue and associated costs can be measured reliably. Where the work has been carried out and it is certain that the income is due, appropriate adjustments are made through deferred and accrued income on a percentage of completion basis. Deferred income comprises of income received in advance of the consideration being due and has been included within current liabilities on the basis that the revenue becomes due within 12 months from the balance sheet date. Accrued Income Includes the value of work performed during the period and where a right to consideration has arisen, which was not invoiced until after the period end.

Impairment of non-financial assets (excluding inventories and deferred tax assets)

Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the Group's CGUs that are expected to benefit from the synergies of the combination giving rise to the goodwill.

Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income.

Foreign currency

Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation, in which case exchange differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising on the retranslation of the foreign operation.

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.

Exchange differences recognised in the profit or loss of Group entities on the translation of long-term monetary items forming part of the Group's net investment in the overseas operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation.

Financial assets

The Group does not have any financial assets which it would classify as fair value through profit or loss, available for sale or held to maturity. Therefore all financial assets are classed as loans and receivables as defined below.

Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and - for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.

Equity instruments

Convertible loan notes are categorised based on the substance of the contract and not their legal form. Any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities is treated as an equity instrument.

A financial instrument is treated as an equity instrument only if:

a)    The instrument may or will be settled in the issuers own equity instruments, it is either a derivative that will be settled by the issuer exchanging a fixed amount of cash or another financial instrument for a fixed number of its own equity shares, or a non-derivative that includes a contractual obligation to deliver a variable number of the entity's own equity shares.

b)    The instrument includes no contractual obligation to deliver cash or another financial asset to another entity

Financial liabilities

The Group does not have any financial liabilities that would be classified as fair value through the profit or loss. Therefore these financial liabilities are classified as financial liabilities at amortised cost, as defined below.

Other financial liabilities include the following Items:

·     Borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. Interest expense in this context includes initial transaction costs and premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

·     Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Share capital

The Group's ordinary shares are classified as equity instruments.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Directors. In the case of final dividends, this is when approved by the shareholders at the AGM. No dividends were declared during the years to 31 December 2016.

Property, plant and equipment

Items of plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs.

Depreciation is provided on all other items of property, plant and equipment, so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Plant & Machinery	33% straight line basis
Leasehold Improvements	33% straight line basis
Computer equipment	33% straight line basis
Motor vehicles	33% straight line basis

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Share-based payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period.  Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.  Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted.  As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied.  The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

2.    Critical accounting estimates and Judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

3.    Revenue

Revenue in all periods principally arises from the provision of services. In 2016 this was from the planning phase of an R&D contract with Qiginex, which will run through 2017 and 2018 in the UK.  The revenues from 2015 were the conclusion of stem cell storage contracts in Portugal before the company began fundraising activities in 2016.

4.    Loss from operations

	6 months to	6 months to	12 months to
	30 Jun 2017	30 Jun 2016	31 Dec 2016
	£	£	£
The loss for the period is stated after charging:-
Depreciation	12,265	-	16,143
Auditor's Remuneration	22,500	-	24,500
Operating lease - Property	41,441	-	33,320
Share-based payments	14,795	-	186,626

5.    Share Capital

	30 Jun 2017	30 Jun 2017	30 Jun 2016	30 Jun 2016
	Number	£	Number	£
Authorised, allotted and fully paid - classified as equity
Ordinary shares of £0.0025 each	59,463,867	148,660	30,400,000	76,000
Total	59,463,867	148,660	30,400,000	76,000

In accordance with CA 2006, the Company has no limit on its authorised share capital.

On incorporation of the Company on 24 May 2016, two ordinary shares of £0.0025 each were subscribed for and issued and allotted in equal number to João Andrade and Lopes Gil.

The parent company at 31 December 2015 was WideCells International and had 475,000 ordinary shares of £0.0001 in issue.  On 25 January 2016 285,000 ordinary shares were issued to minority interest shareholders who had transferred their stakes to the Group in December 2015.

On 16 June 2016 the Company issued and allotted 30,399,998 ordinary shares to the shareholders of WideCells International in consideration for the transfer of the entire issued share capital of WideCells international to the Company, making it a wholly owned subsidiary of the Company, and making the Company the new parent company.

On 27 July 2016 the Company issued 18,181,819 ordinary shares at a price of £0.11 per ordinary share. On the same date the Company issued 5,443,515 conversion shares in exchange for the cancellation of convertible debt and 32,727 fee shares.

On 28 April 2017 the Company issued 5,405,806 ordinary shares at a price of £0.12 per ordinary share.

6.    Post Balance Sheet Event

On 18 August 2017 the Company issued 5,357,143 ordinary shares at a price of £0.14 per ordinary share.

**ENDS**

 

END

 

 

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