Final Results
IP2IPO Group PLC
09 March 2005
For immediate release 9 March 2005
IP2IPO Group plc
Preliminary results for the year ended 31 December 2004
IP2IPO Group plc (AIM: IPO), the intellectual property commercialisation
company, today announces its audited preliminary results for the year ended 31
December 2004.
Highlights
• Successful flotation of three portfolio companies during 2004 (2003: nil)
• Realisation from the sale of shares in a spin out company of £924,000
(2003: nil)
• Market value of shares in quoted companies at year end of £24 million
(2003: nil)
• Revenues increased to £1,183,000 (2003: £222,000)
• First full year profit after tax of £322,000 (2003: loss of £583,000)
• Cash balance of £34.8 million (2003: £38.2 million)
• Acquisition of Top Technology Ventures Limited in June 2004
• Six new spin out companies formed in 2004 - IP2IPO received stakes in each
company
• Acquisition of 19.9% of share capital of Techtran Group Limited in July
2004
Post year end highlights
• Acquired remaining share capital of Techtran Group Limited in January 2005
Commenting on the Group's preliminary results, David Norwood, Chief Executive
Officer of IP2IPO, said:
'I am delighted to be able to report such positive results for the year. The
flotation of three spin out companies from the IP2IPO portfolio during 2004 is
another, highly significant milestone in IP2IPO's development. The flotation of
these three companies means that IP2IPO has succeeded in turning an aggregate
investment of £739,000 into proceeds of £1 million and quoted shares worth over
£24 million at the year end.
'Since the year end, IP2IPO has expanded its operations via the acquisition of
Techtran Group Limited, a company with a technology commercialisation
partnership with the University of Leeds (one of the UK's leading research
universities). This is an extremely constructive start to 2005 which will build
on the strong foundations that the Company established in 2004.'
For more information contact:
IP2IPO (www.ip2ipo.com) 020 7242 9900
David Norwood, Chief Executive Officer
Buchanan Communications 020 7466 5000
Tim Anderson, Mark Court, Mary-Jane Johnson
IP2IPO Group plc
Chairman's statement
I am delighted to be able to report that IP2IPO's first full year as a quoted
company has been an extremely positive one.
Your Company's business is focused on the commercialisation of intellectual
property from UK universities. Its business model is based on entering into
long-term partnerships with universities and through these, IP2IPO assists its
university partners to realise value from their intellectual property assets. In
return, IP2IPO has secured the right to significant interests in university spin
out companies and technology licences.
At the end of 2004, IP2IPO had long-term partnerships with four universities:
Oxford, Southampton, York and King's College London. In January 2005, IP2IPO
announced a fifth partnership - with the University of Leeds - through its
acquisition of Techtran Group Limited. Collectively, IP2IPO's partners have
total research income greater than £250 million.
2004 was a highly significant year for IP2IPO. In March, the first university
spin out company from the IP2IPO portfolio, Offshore Hydrocarbon Mapping plc,
listed on the alternative investment market ('AIM') of the London Stock
Exchange. In October, two further companies from the IP2IPO portfolio, Synairgen
plc and VASTox plc, followed Offshore Hydrocarbon Mapping plc to AIM. IP2IPO
invested a total of £739,000 in these three companies during 2002 and 2003. As
at 31 December 2004, the combined market capitalisation of these three companies
was just over £150 million and the aggregate value of IP2IPO's holdings was £24
million.
First and foremost, the flotation of three companies from the IP2IPO portfolio
during 2004 is a demonstration of IP2IPO's business model and its ability to
create value from university intellectual property. However, these flotations
have also blazed a trail within the university sector. As at 31 December 2004,
the combined value of IP2IPO's university partners' interests in the three
companies was greater than £20 million. Your Company's Board believes that the
successes which IP2IPO has recorded in 2004 will add momentum to the trends
which are already prevalent within the university sector and which are driving
the commercialisation of intellectual property to the forefront of the
strategies of the UK's research-led universities.
For the year ended 31 December 2004, IP2IPO generated turnover of £1,183,000, a
surplus on the disposal of fixed asset investments of £924,000 and profits for
the year of £322,000. I am pleased to report that costs were controlled in line
with expectations.
During 2005, your Company's primary focus will be on continuing to build a
strong portfolio of university spin out companies and to create value from this
portfolio. In addition, IP2IPO will remain alert to opportunities to expand its
business during the year. Given the growing impetus behind the commercialisation
of university intellectual property, the Board of your Company notes the
emergence of new entrants into the market. IP2IPO's successes during 2004 have
consolidated its position as the market leader, and this gives your Company the
opportunity to approach new expansion opportunities selectively.
During 2004 there were a number of changes to the Board of your Company. Alex
Snow, Harry Fitzgibbons and Andrew Beeson resigned their non-executive
directorships and Dr Steven Lee, IP2IPO's former director of life sciences, left
IP2IPO to become chief executive of VASTox plc. I would like to express the
Board's thanks for the contribution that all the departing directors made to the
success of your Company. In August, I took over the chairmanship of your Company
from Dr Bruce Smith, who remains a non-executive director and I would like to
record the appreciation of the Board for Bruce's services as chairman and for
his continuing commitment to IP2IPO. In October, IP2IPO was fortunate to secure
the services of Dr Bruce Campbell, who adds a huge wealth of experience to
IP2IPO's executive team as chief scientific officer.
Graham Richards
Chairman
9 March 2005
IP2IPO Group plc
Chief Executive Officer's review
2004 has been a year in which IP2IPO focused on proving its business model. Your
Company has striven to identify strong commercialisation opportunities from its
university partnerships, to build promising university spin out companies and to
work with its portfolio of spin out companies to create value.
Quoted portfolio performance
I am delighted to report that three companies from the IP2IPO stable listed on
AIM during 2004: Offshore Hydrocarbon Mapping plc, Synairgen plc and VASTox plc.
The table below provides a summary of the position at the year end in respect
of each of these three companies. It is IP2IPO's accounting policy to carry
these investments at cost (less any provision for impairment). However, on the
basis of the closing mid-price of each of these investments on 31 December 2004,
their aggregate value was some £24 million. From an operational perspective, it
is pleasing to note that the £1 million of proceeds received by IP2IPO on
account of its part-disposal of Offshore Hydrocarbon Mapping plc shares is
greater than the aggregate costs of all three investments.
Date of Cost of Cost of Proceeds of Value of % holding Uplift in value
formation investment shares disposal holdings as as at between original
sold at 31.12.04 31.12.04 cost of
investment and
value at 31.12.04
Company £'000 £'000 £'000 £'000
Offshore Hydrocarbon 2002 150 41 1,000 7,131 10 65x
Mapping plc
Synairgen plc 2003 564 - - 10,159 31 18x
VASTox plc 2003 25 - - 6,747 13 270x
Total 739 41 1,000 24,037
I am also pleased to report that the flotation of each of the above companies
was well received by the stock market and at the year end, all three companies
were trading substantially in excess of their listing price. Looking forward,
IP2IPO will endeavour to encourage spin out companies in its portfolio to
consider a stock market listing, where it believes they have robust business
models and exciting growth prospects.
Unquoted portfolio performance
The unquoted portfolio of fixed asset investments in spin out companies formed
under IP2IPO's university partnerships has grown and matured during 2004. At 31
December 2004, your Company had 16 such investments, six of which were formed
during the year. These 16 investments are recorded on the balance sheet at cost
(less any provision for impairment) and total £5.4m. Six companies in the
portfolio raised a total of £6.7 million in private equity finance from third
parties during year. Taking into account changes in the share price in any of
the unquoted companies by reference to subsequent third party investment, the
fair value of the portfolio of unquoted companies at 31 December 2004 is £7.6
million, an increase of 40% over historic cost.
Provisions
IP2IPO made provisions against fixed asset investments during the year totalling
£178,000. These provisions were made against fixed asset investments transferred
to IP2IPO from Beeson Gregory (its former parent company) in 2001. Included in
the figure above, is a provision of £50,000 against Novarc Limited, which has
the result of fully providing against the investment as a consequence of that
company's voluntary liquidation in January 2005.
Acquisitions during the year
In 2004, IP2IPO took the strategic decision to expand its operations into fund
management. Accordingly, in June 2004, IP2IPO acquired all of the share capital
of Top Technology Ventures Limited, a manager of UK venture capital funds
focused on early stage technology investments, for a consideration of £2.4
million. This acquisition generated £2.9 million of goodwill on the Group
balance sheet. In the six months following its acquisition, Top Technology
Ventures Limited has streamlined its cost base and has announced its intention
to expand the funds under its management.
Acquisitions after the year end
In July 2004, IP2IPO invested £2 million in return for a 19.9% interest in
Techtran Group Limited ('Techtran'), a company engaged in the commercialisation
of intellectual property from the University of Leeds. This investment enabled
IP2IPO to work alongside the Techtran management team and to further assess the
strengths of the company. In January 2005, IP2IPO completed an acquisition of
all of the share capital of Techtran which it did not already own at that time,
for a total consideration of £16.1 million. The University of Leeds is one of
the leading research universities in the UK with research income of over £100
million. The partnership between Techtran and the University of Leeds is highly
innovative because it is the first instance of a UK university completely
outsourcing its technology commercialisation function to the private sector. The
partnership commenced in 2002 and has a demonstrable record of success. Techtran
already has interests in a portfolio of 13 spin out companies from the
University of Leeds.
Review of operations
During 2004, IP2IPO continued to control costs carefully, incurring consolidated
administrative expenses for the year of £3,260,000. In addition, IP2IPO has
continued to generate short term revenues through the provision of advisory and
fund-raising services. In the second half of 2004, Top Technology Ventures
Limited added to both IP2IPO's revenues and profitability.
Your Company's cash position is healthy. Cash at the end of the year stood at
£34,801,000. Your Company has outstanding commitments to invest significant
sums in university spin out companies under the terms of its university
partnerships. As at 31 December 2004, these commitments totalled £13,262,000.
In addition a further commitment of £800,000 is payable in deferred
consideration, due as a result of the acquisition of Top Technology Ventures
Limited. The acquisition of Techtran in January 2005 resulted in net cash
outflows of approximately £1,561,000.
Outlook for 2005
I am confident in both the strength of the pipeline of new intellectual property
opportunities available to IP2IPO and the overall rigour of IP2IPO's business
model. I am also delighted with the progress that IP2IPO has made in the early
part of 2005 and I believe that the acquisition of Techtran will cement IP2IPO's
position as the UK's leader in the field.
As the business grows and its head count expands, I expect our cost base to
rise. However, your Company's management will monitor this carefully and will
seek to match costs against sources of short term income wherever possible.
The successful flotation of Offshore Hydrocarbon Mapping plc, Synairgen plc and
VASTox plc demonstrates not only that universities are important engines of
breakthrough inventions, but with the right support, university spin out
companies can mature rapidly and can develop into robust, stand-alone businesses
in a relatively short period of time. During 2005, market conditions permitting,
IP2IPO will seek to build on its 2004 record.
David Norwood
Chief Executive Officer
9 March 2005
IP2IPO Group plc
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 31 December 2004
2004 2003
Note £'000 £'000
Turnover
Continuing operations 519 222
Acquisition 664 -
1,183 222
Administrative expenses
Provision against fixed asset investments (178) (109)
Other (3,260) (1,170)
Total (3,438) (1,279)
Surplus on disposal of fixed asset investments ......
Continuing operations 924 -
Operating profit (loss)
Continuing operations (1,435) (1,057)
Acquisition 104 -
(1,331) (1,057)
Interest receivable and similar income 1,616 474
Profit (loss) on ordinary activities before taxation 285 (583)
Tax on profit (loss) on ordinary activities 37 -
Profit (loss) on ordinary activities after taxation 4 322 (583)
Basic profit (loss) per ordinary share 3 0.79p (1.9p)
Diluted profit (loss) per ordinary share 3 0.77p (1.9p)
There is no difference between the profit (loss) on ordinary activities before
taxation and the profit (loss) for the years stated above, and their historical
cost equivalents.
There are no recognised gains and losses other than the profit (loss) above and
therefore no separate statement of total recognised gains and losses has been
presented.
IP2IPO Group plc
CONSOLIDATED BALANCE SHEET
As at 31 December 2004
2004 2003
Note £'000 £'000
Fixed assets
Intangible fixed assets
Goodwill 2,850 -
Other 15 12
Tangible fixed assets 55 27
Investments
Equity rights 16,861 17,556
Equity investments 9,988 5,804
Investments in Limited Partnerships 87 -
26,936 23,360
29,856 23,399
Current assets
Debtors 1,238 170
Cash at bank and in hand 34,801 38,245
36,039 38,415
Creditors: Amounts falling due within one year (3,345) (774)
Net current assets 32,694 37,641
Total assets less current liabilities 62,550 61,040
Creditors: Amounts falling due after more than one year - (383)
Provision for liabilities and charges (90) -
Net assets 62,460 60,657
Capital and reserves
Called up share capital 4,129 4,064
Share premium account 59,605 58,972
Merger reserve 783 -
Profit and loss account (deficit) 4 (2,057) (2,379)
Total equity shareholders' funds 62,460 60,657
IP2IPO Group plc
Consolidated Cash Flow Statement
For the year ended 31 December 2004
2004 2003
£'000 £'000
Net cash outflow from operating activities (2,021) (708)
Returns on investments and servicing of finance
Interest received 1,374 474
Net cash inflow from returns on investment and servicing of finance 1,374 474
Taxation - -
Capital expenditure and financial investment
Purchase of intangible fixed assets (4) (12)
Purchase of tangible fixed assets (30) (5)
Purchase of fixed asset investments (3,728) (1,818)
Sale of fixed asset investments 965 -
Net cash outflow from capital expenditure and financial investment (2,797) (1,835)
Net cash outflow before financing and acquisitions 3,444) (2,069)
Acquisitions
Purchase of subsidiary undertaking (911) -
Net cash acquired with subsidiary 230 -
(681) -
Net cash outflow before financing (4,125) (2,069)
Financing
Issue of ordinary shares 681 37,738
Share issue costs - (1,812)
Net cash inflow from financing 681 35,926
(Decrease) Increase in cash (3,444) 33,857
IP2IPO Group plc
Notes
1. The financial information set out in this preliminary announcement does not
constitute the company's statutory accounts, but has been extracted from the
company's statutory accounts for the years ended 31 December 2003 and 2004. The
auditors' reports on the statutory accounts for the years ended 31 December 2003
and 2004 were unqualified and did not contain a statement under section 237(2)
or (3) of the Companies Act 1985. The statutory accounts for the year ended 31
December 2003 have been delivered to the registrar, while the statutory accounts
for the year ended 31 December 2004 will be delivered to the registrar following
the company's Annual General meeting. This financial information has been
prepared on the basis of the accounting policies set out in the annual financial
statements for the year ended 31 December 2003.
2. Availability of statutory accounts
Copies of this announcement and the full statutory accounts will be available
from the registered office at 1st Floor, 20-21 Tooks Court, Cursitor Street,
London, EC4A 1LB, and from the offices of the Group's nominated advisor, KBC
Peel Hunt, 111 Old Broad Street, London, EC2N 1PH.
3. Basic and diluted profit (loss) per ordinary share
The basic and diluted profit (loss) per ordinary share is based on profits
attributable to ordinary shareholders for the year of £322,000 (2003: loss of
£583,000). The basic profit (loss) per share is based on the weighted average
number of ordinary shares of 40,777,613 in issue during the year (2003:
30,031,187). The diluted profit (loss) per ordinary share in 2004 is based on
the weighted average number of ordinary shares plus the potentially dilutive
options over ordinary shares of 41,883,290. Since the Group reported a net loss
in 2003, the diluted loss per share for that year is equal to the basic loss per
share.
4. Reconciliation of shareholders' funds
2004 2003
£'000 £'000
Group
Profit (loss) for the financial year 322 (583)
Net proceeds of shares issued 1,481 35,926
Net increase in shareholders' funds 1,803 35,343
Opening shareholders' funds 60,657 25,314
Equity shareholders' funds at 31 December 62,460 60,657
5. Notice of AGM
The Annual General Meeting will be held at 11am on 27 April 2005 at Buchanan
Communications, 107 Cheapside, London EC2V 6DN.
This information is provided by RNS
The company news service from the London Stock Exchange