Final Results

Provexis PLC 15 June 2006 PROVEXIS plc ('Provexis' or the 'Group') PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2006 Provexis plc the nutraceutical company that develops scientifically-proven functional and medical foods, announces its unaudited preliminary results for the year ended 31 March 2006. Financial Highlights • Results in-line with expectations • Sales of lead product SircoTM of £140,000 in first 3 months since launch • Total turnover of £268,000, decreased by 56 per cent. (2005: £609,000); mainly due to the decrease of a one time non recurring fee paid by Nutrinnovator Holdings to Provexis Limited in the prior year • Adjusted loss before interest, goodwill amortisation, share compensation expense and tax of £2,528,000, increased by 320 per cent. (2005: £601,000) • Cash balance £2,166,000 (2005: £1,106,000) Operational Highlights • Completion of reverse takeover of Nutrinnovator Holdings plc, placing and admission of Provexis plc to trading on AIM • Lead product SircoTM launched in major UK supermarkets in January 2006 • US patent granted for FruitflowTM technology • Product endorsement agreement with HEART UK for lead product SircoTM • Independent Expert Panel in United States affirmed that FruitflowTM technology is Generally Recognised as Safe ('GRAS'), paving the way for products containing FruitflowTM to be marketed in the North America • Collaboration agreement with leading global clinical nutrition company for the development of Provexis' Crohn's disease technology • Awarded £180,000 research grant for Crohn's Disease Technology from North West Development Agency Post year-end achievements • International scientific endorsement for clinical efficacy of SircoTM from the highest-ranked peer-reviewed journal in the nutrition field • Single serve 250ml bottle of SircoTM to be launched on schedule this summer, initially in 150 Holland and Barratt stores with further distribution in independent health food stores • Licence negotiations for FruitflowTM technology at an advanced stage • Secured a Standby Equity Distribution Agreement with a capital provider for £3 million, to be utilised at our discretion Dr Stephen Franklin, Chief Executive Officer of Provexis plc, commented: 'In line with our targets, we have succeeded in launching our lead product SircoTM into major retailers in the UK. Furthermore, in the United States, our FruitflowTM technology has secured a vital patent grant and has made a significant advance towards its regulatory clearance. The FruitflowTM technology has also received a major scientific endorsement by being accepted for publication by the highest ranked peer reviewed journal in the nutrition field. These achievements are major milestones in the development of the company and unlock significant global commercial opportunities. Negotiations regarding the licensing of the FruitflowTM technology are at an advanced stage and further details will be announced in due course. In addition to the progress made with our lead product SircoTM and the FruitflowTM technology we have also continued development of our product pipelines with two other technology platforms - a glucosinolate-enriched broccoli extract to reduce the risk of specific types of cancer, and a patented plantain based extract for the treatment of Crohn's Disease. I am pleased with the progress that the Company has made since its admission to AIM in June 2005 and believe that the Company is well-positioned to continue its growth during the next 12 months and to capitalise on worldwide opportunities in the rapidly growing functional food market.' -ends- For further information please contact: Stephen Franklin, Chief Executive Provexis plc Tel: 020 8392 6631 Victoria Geoghegan Bell Pottinger Corporate & Financial Tel: 020 7861 3232 Tom Griffiths/Richard Dunn Arbuthnot Securities Limited Tel: 020 7012 2000 Chairman's statement The Company has made considerable progress in the year ended 31 March 2006. Since the reverse takeover of Nutrinnovator Holdings plc, we have successfully integrated the two businesses whilst remaining focussed on the delivery of several major milestones. Provexis combines excellent scientific, marketing and sales talent which enables us to develop and commercialise new functional food technologies via a combination of licensing and new brands. In 1998, Professor Asim Dutta-Roy made the discovery that the clear fraction of tomatoes contained compounds that inhibited blood platelet aggregation, thereby helping to maintain a smooth blood flow and as a result maintain a healthy heart and circulation. After seven years of development, it has been extremely rewarding during this period to witness the emergence of this technology in the market place. The technology is now known as FruitflowTM, and the first product to contain this bioactive is the fruit juice drink, SircoTM. SircoTM, endorsed by the charity HEART UK, was launched on schedule in major UK supermarkets in January 2006. We are encouraged by the steady increase in the rate of sale of SircoTM and favourable performance benchmarks against other functional fruit juices in the market. In Tesco, we are encouraged by the fact that SircoTM now enjoys a rate of sale which is comparable to many more established brands. SircoTM has been strategically important to Provexis as a demonstrable example of the FruitflowTM technology in action and there is little doubt that launch of the brand in the UK has facilitated global licensing discussions with major food and beverage companies. The Directors believe a successful licensing strategy, across foods, supplements and medical products, is central to maximising the value from the FruitflowTM technology and I am pleased with the advanced status of these negotiations. We recently received notice from the American Journal of Clinical Nutrition ('AJCN') that they have accepted for publication two scientific papers which detail the clinical efficacy of SircoTM. The AJCN is internationally recognised as the highest ranked peer-reviewed journal in the nutrition field and this represents a major endorsement for the technology. This development is key to implementing an effective and credible PR campaign and over the coming months activity in this area will be escalated. In conjunction with the University of Liverpool and Professor Jon Rhodes, the Company continues to develop a medical food, based on a patented extract from the plantain banana, for the dietary management of Crohn's disease, a condition for which there is currently no cure. We also entered into a collaboration with a global clinical nutrition company and secured a substantial research grant from the North West Development Agency. The product enters clinical trials, on schedule, this summer. Provexis continues to work closely with Plant Bioscience Limited the intellectual property arm of The Institute of Food Research in Norwich, to develop a functional food product enriched in cancer-protective compounds extracted from broccoli. The functional food sector continues to grow strongly in all major markets worldwide and I believe that Provexis, with its evidence-based approach, is uniquely positioned to be a significant source of innovation for the industry. We look forward to making yet further progress during the next year. Dawson Buck Chairman Management review The Provexis business model is to develop patented extracts from food which have clinically proven health benefits. The intention is to commercialise these technologies in the functional food and medical food markets via a combination of new brand development and licensing to major brand-holding food and clinical nutrition companies. Year's highlights During the year ended 31 March 2006 we have made considerable progress with our technology pipeline and, importantly, have also integrated the two businesses following the reverse takeover of Nutrinnovator last summer. The launch of our lead product SircoTM in the UK, on schedule in January 2006, represented an important milestone in the Company's progress. The SircoTM trading business is significant in its own right, but the wider ambition for the launch was to act as a catalyst for the global commercialisation of the underpinning FruitflowTM technology. We have made very encouraging progress in licensing negotiations, some of which are at an advanced stage, with major food and beverage companies. In addition to the successful development of our lead product, the Company also secured a US patent for the FruitflowTM technology and subsequently an Expert Panel in the United States affirmed that the ingredient was GRAS. These are two critical developments in realising our licensing ambitions and enabling us to penetrate our largest target market with FruitflowTM containing products. The US functional food market is expected to reach US$34 billion of sales by 2010. Financial Review Total turnover for the Group for the year ended 31 March 2006 was £267,660. Group turnover from continuing operations was £139,972 for the year ended 31 March 2006, arising from the sale of SircoTM. SircoTM was launched in three of the UK's supermarket chains during the first quarter of 2006. Group turnover from discontinued operations for the year ended 31 March 2006 was £127,688. The turnover decrease from continuing operations of 55 per cent. for the year ended 31 March 2006 compared to the year ended 31 March 2005 was principally due to the one-off fee of £310,000 paid by Nutrinnovator Holdings plc to Provexis Limited in the year ended 31 March 2005 partially offset by sales from the launch of Sirco during the fourth quarter of fiscal 2006. The turnover decrease from discontinued operations of 57 per cent. for the year ended 31 March 2006 compared to the year ended 31 March 2005 is due to the sale of the Altu food bar business on 4 October 2005. Other administration expenses for the year ended 31 March 2006 were £2,940,992 compared to £1,441,158 for the year ended 31 March 2005. The increase was due to increased overheads for the new group following the reverse acquisition in June 2005. In addition, exceptional re-organisation costs of £119,850 have been charged to the profit and loss account. Operating loss before interest and taxation from continuing operations for year ended 31 March 2006 totalled £3,346,385 compared to an operating loss of £1,106,715. The increase in operating loss is mainly due to the decrease in revenues for the year and the new group structure following the reverse acquisition of Provexis Limited in June 2005. Share option compensation expense of £455,446 was charged to the profit and loss account during the year in connection with share options granted at exercise prices that were lower than market price on the date of grant. Also, included in operating loss is amortisation of goodwill arising from the reverse acquisition of Provexis Limited in the amount of £363,264. Operating loss before interest and taxation from discontinued operations for the year ended 31 March 2006 totalled £172,003. The Altu food-bar business was sold to Altu Limited, trading as Go Lower Limited in October 2005. A provision of £32,756 was recorded in September 2005 in connection with certain write-offs following the sale of the Altu business. Cash at bank as at 31 March 2006 was £2,166,243 compared to £1,105,689. To strengthen liquidity and capital resources the Company has secured a Standby Equity Distribution Agreement with a capital provider for £3 million. Under the agreement the Company may, at its discretion and throughout its term, sell Ordinary shares up to the amount of £3million. SircoTM heart health juice During the period the industrial scale manufacturing process for the FruitflowTM ingredient was finalised and the Company has successfully developed and launched SircoTM, the first heart health drink to contain the active ingredient. FruitflowTM works by reducing blood platelet aggregation, a significant contributing factor to a thrombosis (internal blood clot) which can cause heart attack or stroke. SircoTM was launched during January 2006 in Tesco, Sainsbury's and Waitrose. Since the year end Sainsbury's has de-listed SircoTM as part of its wide ranging rationalisation of chilled juice brands reducing the distribution base. However, the product continues to be sold in 550 Tesco stores and 120 Waitrose stores, and we are witnessing an increasing rate of sale in both. In particular, the steady growth of rate of sale in Tesco is encouraging and is comparable to many of the more established brands. Licensing of FruitflowTM technology The Company is implementing a global licensing strategy for the FruitflowTM technology in different areas of application ranging from food and supplements to medical categories. Negotiations are at an advanced stage with global food companies and further details will be announced in due course. Altu food bar During the period, we completed the disposal of the Altu food-bar business in order to focus on the core business of developing and commercialising functional foods. New product development The Company entered into a collaboration agreement with a global clinical nutrition company in order to facilitate the development of a novel medical food, based on a patented extract from plantain, for the dietary management of Crohn's disease. Crohn's disease is a chronic, relapsing disease of the intestine which affects 1 in a 1000 people in the UK. The disease is incurable and management of the condition is currently restricted to various drug regimes and surgery. Furthermore, the Company secured a £180,000 research grant, after a competitive pitch, from the North West Development Agency. We continue to work closely with the technology transfer organisation of The Institute of Food Research to develop a bioactive ingredient, sourced from broccoli, associated with a reduced risk of developing certain types of cancer. We are currently reviewing the relative merits of launching a new brand in the UK followed by a global licensing strategy, or alternatively moving straight to licensing arrangements. The Group is eighteen months into a three year technology acquisition agreement with Plant Bioscience Limited who continue to access their global network of 35 research institutes to find further functional food opportunities. Outlook In summary, we have made good progress during the period and met the milestones that we set out to achieve at the time of our admission to AIM. The prospects for the next twelve months are very encouraging. Most recently we have secured another vital endorsement from the most highly regarded peer-reviewed publication in the field of nutrition, the AJCN. This represents a major validation of the quality of the science behind FruitflowTM. We are delighted to announce that the single-serve 250ml version of SircoTM will be launched this summer, on schedule, in independent health food stores and an initial distribution base of 150 Holland and Barrett stores. We remain in ongoing discussions with a number of retailers regarding new listings for both the existing 1 litre and the new 250ml format. We are currently in a very important period for the business with regard to securing the first licensing agreement for the FruitflowTM technology and thereby validating our business model. We remain confident of securing the first of these arrangements in the short-term and believe that the Company is well positioned to take advantage of the increasing global demand for functional foods. Stephen Franklin Chief Executive Officer Unaudited consolidated profit and loss account for the year ended 31 March 2006 Continuing Discontinued Continuing Discontinued Operations Operations Total Operations Operations Total 2006 2006 2006 2005 2005 2005 Unaudited Unaudited Unaudited Audited Audited Audited £ £ £ £ £ £ Turnover 139,972 127,688 267,660 310,000 298,667 608,667 Cost of sales (111,646) (100,091) (211,737) (246,709) (222,985) (469,964) -------- --------- -------- -------- --------- ------- Gross profit 28,326 27,597 55,923 63,291 75,682 138,973 -------- --------- -------- -------- --------- -------- Distribution costs (10,968) (14,299) (25,267) - (30,821) (30,821) -------- --------- -------- -------- --------- -------- Administrative expenses - other (2,788,447) (152,545) (2,940,992) (664,370) (776,788) (1,441,158) Administrative expense - Re-organisation costs (119,850) - (119,850) - - - Share option costs (455,446) - (455,446) (505,636) - (505,636) -------- --------- -------- -------- --------- -------- -------- --------- -------- -------- --------- -------- Total administrative expenses (3,363,743) (152,545) (3,516,288) (1,170,006) (776,788) (1,946,794) -------- --------- -------- -------- --------- -------- Operating loss (3,346,385) (139,247) (3,485,632) (1,106,715) (731,927) (1,838,642) Provision for loss on disposal of discontinued operations - (32,756) (32,756) - - - -------- --------- -------- -------- --------- -------- (Loss) on ordinary activities before interest (3,346,385) (172,003) (3,518,388) (1,106,715) (731,927) (1,838,642) Interest receivable 113,918 - 113,918 34,286 - 34,286 Interest payable and similar charges (6,500) - (6,500) (19,738) - (19,738) -------- --------- -------- -------- --------- -------- (Loss) on ordinary activities before and after taxation (3,238,967) (172,003) (3,410,970) (1,092,167) (731,927) (1,824,094) -------- --------- -------- -------- --------- -------- Loss for the year (3,238,967) (172,003) (3,410,970) (1,092,167) (731,927) (1,824,094) ======== ========= ======== ======== ========= ======== Basic and diluted loss per share £(0.02) £(0.11) ======== ======== All recognised gains and losses are included in the profit and loss account. Unaudited consolidated balance sheet at 31 March 2006 Note Unaudited Unaudited Audited Audited 2006 2006 2005 2005 £ £ £ £ Fixed assets Intangible assets 6,902,013 - Tangible assets 16,517 11,455 --------- --------- 6,918,530 11,455 Current assets Stocks 17,963 47,243 Debtors 548,625 288,984 Cash at bank and in hand 2,166,243 1,105,689 --------- --------- 2,732,831 1,441,916 Creditors: amounts falling Due within one year Convertible debt - (400,000) Other (801,763) (543,548) --------- --------- (801,763) (943,548) Net current assets 1,931,068 498,368 --------- --------- Total assets less current liabilities 8,849,598 509,823 Net assets 8,849,598 509,823 ========= ========= Capital and reserves 3 Called up share capital 2,500,009 332,184 Share premium account 10,444,355 1,335,192 Merger reserve 1,137,616 1,137,616 Share option reserve 808,977 420,903 Profit and loss account (6,041,359) (2,716,073) --------- --------- Total shareholders' equity 8,849,598 509,823 ========= ========= Unaudited consolidated cash flow statement for the year ended 31 March 2006 Note Unaudted Unaudited Audited Audited 2006 2006 2005 2005 £ £ £ £ Net cash outflow from operating activities 4 (2,613,709) (1,247,519) Returns on investments and servicing of finance Interest received 119,981 25,566 Interest paid on convertible loan notes (6,500) (16,900) Interest element of finance lease rental payments - (238) --------- --------- Net cash inflow from returns on investment and servicing of finance 113,481 (8,428) Capital expenditure and financial investment Purchase of tangible fixed assets (15,080) (2,282) Acquisitions and disposals Purchase of Provexis Limited 646,434 - --------- --------- Net cash outflow before financing (1,868,874) (1,241,373) Financing Issue of ordinary share capital 3,772,019 2,025,080 Exercise of share options 3,725 1,884 Cost of shares issues (845,694) (265,071) Capital element of finance lease rental payments (622) (1,769) Issue of convertible loan notes - 400,000 --------- --------- Cash inflow from financing 2,929,428 2,160,124 ========= ========= Increase in cash 5&6 1,060,554 918,751 ========= ========= Notes 1 Financial Information The financial information in this statement does not constitute the Company's statutory accounts for the year ended 31 March 2006 but is derived from those accounts. Statutory accounts for 2006 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The financial information in this statement is unaudited. The accounts have been prepared on a going concern basis and the preliminary announcement of results for the year ended 31 March 2006 was approved by the directors on 15 June 2006. The Annual General Meeting of the Company will be held at the offices of Pinsent Masons, Dashwood House, 69 Old Broad Street, London EC2M 1NR on Tuesday 29 August 2006 at 10.00 am. 2 Accounting polices The financial information has been prepared under the historical cost convention and in accordance with applicable accounting standards. In preparing the financial information the Group has adopted acquisition accounting as set out in Financial Reporting Standard (FRS) 6 'Acquisitions and Mergers'. The financial information is presented in UK pounds as this represents the functional currency of the Group. The following principal accounting policies have been applied: Basis of consolidation The consolidated financial statements incorporate the financial statements of Provexis plc, and its wholly-owned and majority owned subsidiary undertakings, Provexis Nutrition Limited 100% ('PNL'), Provexis Natural Products Limited 100% ('PNP'), Provexis (IBD) Limited 75% ('IBD') and Altucea Limited 94% ('ALT'), a dormant company all of which are incorporated in England. All entities are referred to as the 'Group' and those operations exclusively of Provexis plc are referred to as the 'Company'. The acquisition method of accounting is used to consolidate the results of purchased subsidiary undertakings in the group's financial statements. Share based employee remuneration When shares and share options are awarded to employees a charge is made to the profit and loss account based on the difference between the market value of the Company's shares at the date of grant and the option price in accordance with UITF Abstract 17 (Revised 2003) 'Employee Share Schemes'. The credit entry for the charge is taken to the profit and loss reserve and reported in the reconciliation of movements in shareholder' funds. National Insurance on Share Options To the extant that the share price at the balance sheet date is greater than the exercise price on options granted after 19 May 2002, provision for any National Insurance contribution has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award. Turnover Turnover from sales of the Company's SircoTM product and the discontinued Altu TM product are recognised upon delivery which is generally the time of shipment where legal title and risk of loss is transferred to the Group's customers, and is stated at the net invoiced value of goods supplied to customers after deduction of value added tax where applicable. Deferred taxation Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date except that the recognition of deferred tax assets is limited to the extent that the Group anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted. Intangible assets Goodwill is amortised on a straight line basis over its useful life of 15 years. Goodwill included in the consolidated financial statements relates to the Group's acquisition on 24 June 2005 of Provexis Limited. Investments Investments are held at cost less any provision for an impairment in value. Tangible fixed assets Tangible fixed assets are stated at cost. Depreciation is calculated on a straight line basis so as to write off the cost less residual value of tangible fixed assets by equal instalments over their useful economic lives as follows: Plant, machinery and vehicles - 3 years Fixtures, fittings and equipment - 3 years Research and development Expenditure on research and development is written off as incurred and includes a proportion of salaries and other expenses relating thereto. Stock Stock has been valued at the lower of cost and net realisable value. Pension costs Contributions to the Stakeholder pension plan are charged to the profit and loss account in the period in which they become payable. Financial instruments • short term debtors and creditors are not treated as financial assets or financial liabilities (other than for currency disclosures); • the Group does not hold or issue derivative financial instruments for trading purposes. Operating leases Operating lease rentals are charged on a straight-line basis to the profit and loss account over the term of the lease. Impairment of long-lived assets The carrying value of intangible assets is reviewed for impairment in value whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. 3. Reserves Group Share Share Profit Premium Merger Option And loss Account Reserve Reserve Account £ £ £ £ At 1 April 2005 1,335,192 1,137,616 420,903 (2,716,073) Shares issues for acquisition of Provexis Ltd 5,136,293 - - - Share placing 3,101,504 - - - Shares issued for loans conversions 1,717,060 - - - Share issue costs (845,694) - - - Share option compensation expense - - 473,758 - Share options exercised - - (85,684) 85,684 Loss for the year - - - (3,410,970) -------- -------- ------- -------- At 31 March 2006 10,444,355 1,137,616 808,977 (6,041,359) ========= ======== ======= ======== 4. Reconciliation of operating loss to net cash outflow from operating activities 2006 2005 £ £ Operating loss (3,485,632) (1,838,642) Depreciation and amortisation 378,691 8,057 Decrease in stocks 29,280 14,648 Increase in debtors (198,820) (223,040) Increase in creditors 189,014 327,225 Share option compensation (UITF 17) 473,758 464,233 -------- -------- Net cash outflow from operating activities (2,613,709) (1,247,519) ======== ======== 5. Reconciliation of net cash inflow to movement in net funds 2006 2005 £ £ Increase in cash in the year 1,060,554 918,751 Decrease (increase) in debt 400,000 (398,231) -------- -------- Change in net funds resulting from cash flows 1,460,554 520,520 -------- -------- Net funds at beginning of year 705,689 184,547 -------- -------- Net funds at end of year 2,166,243 705,067 ======== ======== 6. Analysis of net funds At At 1 April Cash 31 March 2005 Flow 2006 £ £ £ Cash at bank and in hand 1,105,689 1,060,554 2,166,243 Obligations under finance leases (622) 622 - Convertible loan notes (400,000) 400,000 - -------- -------- -------- Total 705,067 1,461,176 2,166,243 -------- -------- -------- This information is provided by RNS The company news service from the London Stock Exchange

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