Final Results - Replacement
Physiomics PLC
27 November 2007
PHYSIOMICS PLC
This announcement replaces the Company's final results announcement (number
5655I) released on 27 November 2007. The revision relates to the audit report
referred to Note 1.
Results for the year ended 30th June 2007
Physiomics plc ('the Company'), a company principally engaged in providing
services to pharmaceutical companies in the areas of outsourced systems and
computational biology is pleased to announce its audited preliminary results for
the year ended 30 June 2007.
Contact:
Physiomics plc 01260 226529
John Pool, Chairman
Grant Thornton Corporate Finance 020 7383 5100
Philip Secrett/Colin Aaronson
Chairman's statement
Physiomics has had a very positive year, which after the major Board and senior
management changes of the previous year, has been very comforting. After the
appointment of myself as Chairman, Edward Oliver as Financial Director, and
Duncan Lipscombe as a Non-Executive Director working alongside Dr Paul Harper,
we were very pleased to be able to promote Dr Christophe Chassagnole from his
position of project leader to the position of Chief Operating Officer. During
the year he has with the assistance of Professor David Fell recruited Dr's Eric
Fernandez, Adam Hardy and David Orrell to senior scientific roles, to create the
nucleus of what we believe to be a balanced and remarkably able team.
During the year we have commenced our work on the 3 years European research
programme 'Tempo' which is co-ordinated by the French main medical research
organization Inserm (Institut National de la Sante et de la Recherche Medicale).
Interim meetings with the co-partners have shown the benefits of our programme
to the project. In fact so much so, that we have been invited to tender to join
a similar European multi partner research programme, and the results of our
proposal, if successful will be announced in 2008.
We commenced a 7 month project for ValiRx Plc (formally Cronos Therapeutics),
in February and after the contract was completed were awarded the testimonial by
the company from George Morris, Chief Development Officer of ValiRx, who said:
'Physiomics service and technology is absolutely superb, we (ValiRx) have just
had some work carried out and it has saved us very significant amounts of
development money and time. This is the first time the research has been done
this way....'
Consequently we are very hopeful that ValiRx will be using our services in the
future. We also satisfactorily completed our contract with Cyclacel and are
currently negotiating a possible extension to the contract.
In September 2007 we cemented a contract with the global pharmaceutical company
Eli Lilly to run a pilot scheme to showcase our abilities, prior to entering a
long term contract with them. We are obviously very excited about the
possibilities of working with such a large and prestigious company as Eli Lilly,
and receiving a significant endorsement with them can only be viewed as a hugely
positive step. We have continued to further our relationship with the University
of Swansea, and access to their High Performance Computers has been of enormous
benefit to us.
During the year we have also reached a long term agreement with Bayer Technical
Services over the use of their ground breaking 'MoBi' technology to assist us in
the PK/PD analysis of our work. Physiomics has continued to develop its oncology
model portfolio, be extending our expertise to the apoptosis processes and we
are currently adding supplementary pathways such as the Mitogen-activated
protein (MAP) kinases pathways. This will broaden our simulation capacities to
the majority of chemotherapeutics agents on the market or under development.
With so much happening, it is the belief of both our Board of Directors and
myself that we can look to the future with eager anticipation.
John Pool
Chairman
Profit and Loss Account for the year ended 30th June 2007
2007 2006
£ £
Turnover 216,464 113,110
Other operating expenses (468,745) (599,318)
________ ________
Operating loss (252,281) (486,208)
Interest receivable 6,562
408
________ ________
Loss before tax (251,873) (479,646)
Tax on loss on ordinary activities 58,922 ( 100)
________ ________
Loss transferred from reserves (£192,951) (479,746)
======== ========
Basic and diluted loss per share (pence) (0.057p) (0.21p)
All of the activities of the Company are classed as continuing.
The Company has no recognised gains or losses other than the results for the
year as set out above.
Balance Sheet as at 30th June 2007
2007 2006
£ £
Fixed Assets
Intangible assets 44,176 48,820
Tangible assets 9,468 15,081
Investments 1 1
________ ________
53,645 63,902
________ ________
Current Assets
Debtors 173,835 56,168
Cash at bank 74,823 26,336
________ ________
248,658 82,504
Creditors: amounts falling due within one year (121,909) (212,652)
________ ________
Net current assets / (liabilities) 126,749 (130,148)
Creditors: amounts falling due after one year (81,619) -
________ ________
Total assets / (liabilities) £98,775 £(66,246)
======== ========
Capital and reserves
Called up share capital 149,989 92,810
Share premium account 1,611,436 1,329,022
Other reserves 18,381 -
Profit and loss account (1,681,031) (1,488,078)
________ ________
Shareholders' funds £98,775 (£66,246)
======== ========
Cash Flow Statement for the year ended 30th June 2007
2007 2006
£ £ £ £
Net cash flow from operating activities (387,479) (309,204)
Returns on investments and servicing of
finance
Interest received 408 6,562
_______ _______
Net cash inflow from returns on
Investments and servicing of finance 408 6,562
Taxation 36,197
-
Capital expenditure
Purchase of tangible fixed assets ( 4,334) ( 2,127)
Sale of tangible fixed assets 299 -
_______ _______
Net cash flow from capital
expenditure ( 4,035) ( 2,127)
______ ______
Net cash flow before financing (391,106) (268,572)
Financing
Issue of equity share capital 57,179 -
Share premium received on
share capital issued 371,662 -
Less: Expenses ( 89,248) -
282,414
Inflow from related parties 100,000 -
Net cash inflow from financing 439,593 -
______ ______
Increase/(Decrease) in cash £ 48,487 (£268,572)
======= =======
Notes
1. Financial information
The financial information set out in this announcement does not constitute the
Company's statutory accounts for the period ended 30 June 2007 but is derived
from those accounts. Statutory accounts for the period will be delivered to
Companies House following the Company's Annual General Meeting. The audit report
contained a 'Qualified Opinion arising from limitation in audit scope'. This
relates to the matter discussed in Note 3 below. The accounts did not contain a
statement under section 237(2) of the Companies Act 1985.
2. Availability of accounts
The full audited accounts of Physiomics plc for the year ended 30 June 2007 and
Notice of the Annual General Meeting are today being posted to shareholders and
will be available for a period of one month to the public at the Company's
registered office, The Magdalen Centre, Robert Robinson Avenue, Oxford Science
Park, Oxford, OX4 4GA and on the Company's website, www.physiomics-plc.com.
3 Going Concern
The financial statements have been prepared on a going concern basis, which
contemplates the realisation of assets and the settlement of liabilities in the
normal course of business.
The Company has reported a loss for the year of £192,951 (2006: £479,746). The
ability of the Company to continue as a going concern is dependent upon the
amounts and timings of cash inflows from the exploitation of the Company's
intellectual property assets. The Directors believe that these assets can be
used to generate cash in a sufficiently short period to allow the Company to
continue to trade. Also, since the year end a short term loan and bank overdraft
facilities are in the process of being negotiated and a further placement of
shares will be organised in the New Year. As, in the opinion of the Directors,
adequate funding has been forthcoming, it is appropriate for the financial
statements to be prepared on a going concern basis and therefore no adjustments
have been made for the valuation of assets on a break up basis, which would be
necessary in the event that the Company was no longer a going concern.
4. Earnings per Share
The calculation of the basic earnings per share is based on the loss
attributable to the ordinary shareholders divided by the weighted average number
of shares in issue during the year.
2007 2006
Loss Weighted Loss per Loss Weighted Loss per
Average share average share
Number of Number of
shares shares
£ Pence £ Pence
Loss attributable to
shareholders (192,951) 339,333,755 (0.057) (479,746) 232,025,599 (0.21)
______ ________ _____ ______ ________ _____
On 29 September 2006, 142,947,040 Ordinary Shares of 0.04 pence were issued.
The share options in issue do not have any dilutive effect.
5. Annual General Meeting
The Annual general meeting (AGM) of Physiomics plc will be held on the 21st
December 2007 at 12.00 noon for the following purposes at the offices of Bircham
Dyson Bell, 50 Broadway, London SW1H 0BL.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions :
1. To receive and adopt the Directors' Report and Financial Statements for
the year ended 30 June 2007.
2. To receive and adopt the Remuneration Committee report for the year
ended 30 June 2007.
3. To elect Mr Christophe Chassagnole who was appointed a Director of the
Company since the last meeting and who being eligible, offers himself for
election as Director;
4. (a) To re-elect Mr John Pool who retires by rotation under Section 76
and 77 of the Articles of Association, and who being eligible, offers himself
for re-election as Director.
(b) To re-elect Mr Duncan Lipscombe who retires who retires by
rotation under Section 76 and 77 of the Articles of Association, and who being
eligible, offers himself for re-election as Director.
5. To confirm the appointment of Shipleys LLP as auditors of the Company to
hold office until the conclusion of the next AGM at which accounts are laid
before the Company and to authorize the Directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions:
Ordinary resolution - power to allot securities
6. That the Directors be and they are generally and unconditionally
authorized for the purpose of section 80 of the Companies Act 1985 (the Act) to
exercise all the powers of the Company to allot relevant securities (within the
meaning of that section) up to an aggregate nominal amount of £100,000 provided
that this authority is for a period expiring at the Company's next AGM but the
Company may before such expiry make an offer or agreement which would or might
require relevant securities to be allotted after such expiry and the Directors
may allot relevant securities in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution has expired.
This authority is in substitution for all earlier authorities, to the extent
unused.
Special resolution - disapplication of pre-exemption rights
7. That subject to the passing of the previous resolution the Directors be
and they are empowered in accordance with section 95 of the Act to allot equity
securities (as defined in section 94 of the Act)wholly for cash pursuant to the
authority conferred by the previous resolution as if section 89 (1) of the Act
did not apply to any such allotment, provided that this power shall be limited
to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders
of ordinary shares in proportion (as nearly as may be practicable) to their
respective holdings of such shares, but subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to
fractional entitlements or any legal or practical problems under the laws of any
territory, or the requirements of any regulatory body or stock exchange;and
(b) otherwise than pursuant to sub-paragraph (a) above up to an
aggregate nominal amount of £100,000,
and shall expire on the conclusion of the next AGM of the Company after the
passing of this resolution, save that the Company may before such expiry, make
an offer or agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity securities of any
such offer or agreement notwithstanding that the power conferred by this
resolution has expired.
NOTES
1. Any member entitled to attend and vote at the AGM is entitled to appoint
one or more proxies (who need not be a member of the Company) to attend and, on
a poll, vote instead of the member. Completion and return of a form of proxy
will not preclude a member from attending and voting at the meeting in person,
should he subsequently decide to do so.
2. In order to be valid, any form of proxy, power of attorney or other
authority under which it is signed, or a notarially certified or office copy of
such power or authority, must reach the Company's Registrars, Capita Registrars
(Proxies), PO Box 25, Beckenham, Kent BR3 4BR.
3. As permitted by Regulation 41 of the Uncertificated Securities
Regulations 2001, shareholders who hold shares in uncertificated form must be
entered on the Company's share register at 10am on 19th November 2007 in order
to be entitled to attend and vote at the AGM. Such shareholders may only cast
votes in respect of shares held at such time. Changes to entries on the relevant
register after that time shall be disregarded in determining the rights of any
person to attend or vote at the meeting.
4. Copies of the service contracts of each of the Directors, and the
register of Director' interests in shares of the Company kept pursuant to
section 325 of the Act will be available for inspection at the registered office
of the Company during usual business hours on any weekday (Saturdays and public
holidays excluded) from the date of this notice until the date of the AGM and at
the place of the AGM from at least 15 minutes prior to and until the conclusion
of the AGM.
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