Interim Results
ReNeuron Group plc
30 November 2005
Guildford, UK: 30 November 2005
ReNeuron Group plc
Interim Results for the six months ended 30 September 2005
Highlights
• Lead ReN001 stroke therapy progresses to plan, including positive pre-IND
meeting with FDA
• Initial results of late pre-clinical studies show that ReN001 stem cells
are non-tumour forming
• Manufacturing scale-up of ReN001 on track for completion to full GMP
standards
• ReNcell hepatocyte (liver) cell line developed for drug discovery
applications, generating significant interest from the pharmaceutical
industry
• Landmark cross-licence signed with StemCells, Inc.
• Successful flotation on AIM, raising £9.5 million before expenses, with
further £5.7 million possible through exercise of warrants
• Net loss of £4.3 million (2004: £1.5 million) after non-cash,
non-recurring exceptional and other charges of £1.4 million (2004: nil); net
cash outflow before cash management and financing items £2.3 million (2004:
£1.8 million); cash and short term investments at 30 September 2005 of £7.4
million (2004: £0.7 million)
Commenting on the results, Professor Trevor Jones, Chairman, said:
'ReNeuron's achievements during the period under review, and subsequently, have
given the business a sound footing from which to achieve further success. We
remain on track to achieve our 2006 objective of submitting an IND application
to the FDA for approval to commence human clinical trials with our lead ReN001
stem cell therapy for disabled stroke patients.
'Beyond this, we are excited by the potential of our other therapeutic
programmes and also by the near term commercial opportunities presented by our
ReNcell non-therapeutic products. With the financial stability gained from the
Company's recent flotation, we are well placed to make further good progress
across all of ReNeuron's activities.'
For further information:
Michael Hunt, Chief Executive Officer
ReNeuron Group plc +44 (0)1483 302560
David Yates
Sarah Macleod
Financial Dynamics - Europe +44 (0)20 7831 3113
Jonathan Birt, John Capodanno
Financial Dynamics - US +1 (212) 850 5755
Chairman's and Chief Executive Officer's Joint Statement
Review of Operations
The six-month period to 30 September 2005 has been an eventful one for ReNeuron,
with significant progress made on a number of fronts.
Late pre-clinical development of our lead ReN001 stem cell therapy for disabled
stroke patients continues apace. A significant milestone in the period
concerning this programme was the formal pre-IND1 meeting with the US Food and
Drug Administration (FDA) held in July 2005. As a result of this meeting, we
were able to confirm our development timelines for ReN001, with the aim of
submitting an IND application to the FDA in mid-2006 for approval to commence
initial human clinical trials.
We have subsequently had meetings with the UK and other European regulatory
authorities with respect to the ReN001 programme, and they too have confirmed
the appropriateness of our pre-clinical safety testing programme for this
therapy. Earlier this month, we also announced the first results from our late
pre-clinical safety studies for ReN001. These provisional results indicate that
the ReN001 stem cells are non-tumour forming in vivo, a critical safety
characteristic from a regulatory perspective. Further safety studies are
ongoing.
The Company is on track to shortly complete manufacturing scale-up and testing
of both master and working cell banks for the ReN001 product, to full GMP2
standard. These cell banks contain the material from which all future clinical
and in-market supplies will ultimately be drawn for our ReN001 therapy.
Our follow-on therapeutic programmes continue to show promise at the research
stage and we will make further announcements regarding progress with these
programmes in due course. The early development work associated with our
ReN004 programme for Parkinson's disease and our ReN005 programme for
Huntington's disease is being funded in part under the £2.2 million UK
Department of Trade and Industry Technology Programme grant awarded to ReNeuron
and the other consortium members in January of this year. The Company received
the first grant instalment during the period.
We have also made progress during the period with our ReNcell products for drug
discovery applications in the pharmaceutical industry. Our first generation
ReNcell neural stem cell lines are currently under evaluation by a leading US
reagent supplier. During the period, we completed initial development of a
second generation ReNcell hepatocyte (liver) cell line with high potential
utility as a drug toxicology testing and screening tool. Key functional data
relating to this cell line was subsequently presented in conference in October
2005, with substantial interest being shown by the pharmaceutical industry. We
are currently evaluating the most effective routes through which to exploit the
commercial potential of this second generation product.
In July 2005, we signed a landmark cross-licence with StemCells, Inc., a leading
US, NASDAQ-quoted adult stem cell development company. We are delighted to be
associated with a company of StemCells, Inc.'s calibre, and look forward to
working more closely with them over the coming months.
In August 2005, we successfully floated the Company on the AIM market of the
London Stock Exchange, raising £9.5 million before expenses and making ReNeuron
the only publicly-quoted adult stem cell company in the UK. Despite the
prevailing tough market conditions facing biotechnology initial public
offerings, the Company was able to raise the amount it had targeted, a testament
to the strength of ReNeuron's technology, its therapeutic programmes and its
people. We were also greatly encouraged to have raised these funds from both UK
and US-based institutional investors, given the importance of both territories
as regards stem cell research generally and ReNeuron's activities in particular.
As part of the flotation, warrants were also issued on the basis of one warrant
for every two new Ordinary shares, exercisable at 30p per share by 12 February
2007. Should these warrants be exercised in full, a further £5.7 million
proceeds will be raised for the Company.
In preparation for the flotation, the Board was re-structured. As a result,
Bill Edge and Mark Clement stepped down from the Board during the period and Dr
Paul Harper joined the Board. We thank Bill and Mark for their contribution to
ReNeuron's development during their respective tenures and we are delighted to
welcome Paul to the Board. As a previous Chief Executive Officer of both
Cambridge Antibody Technology and Provensis, Paul brings with him substantial
commercial skills and a wealth of experience in the development of biologics
through to the clinic and beyond.
Summary of Results
In the six months to 30 September 2005, net operating expenses before
exceptional items increased, as expected, to £3.1 million (2004: £1.6 million).
Of this increase, £1.1 million relates to research and development costs,
principally due to the late pre-clinical development costs associated with the
ReN001 stroke programme. The balance of the increase in operating expenses
relates to general and administration costs which increased by £0.4 million in
the period. Again, this increase was expected, and was largely attributable to
costs associated with business development activities during the period.
Exceptional charges in the period totalled £1.2m (2004: £nil). Of these, £0.9
million relates to a provision against the intangible asset arising from the
licence granted to the Company to certain patents and intellectual property
owned by StemCells, Inc. The directors believe that it is prudent to fully
provide against this asset, given the early stage nature of the technologies to
which this licence relates. The £0.3 million balance of exceptional charges in
the period relates to non-recurring net charges associated with the cancellation
and re-issue of employee share options.
The resulting loss for the period increased to £4.3 million (2004: £1.5
million). Of this increase, £1.4 million relates to non-recurring, non-cash
charges, being the exceptional charges explained above, together with a £0.25
million premium on short term debt issued prior to the Company's flotation.
Partially offsetting these charges was an increase in other operating income to
£0.2 million (2004: £24,000), relating to grant income in the period.
Net cash outflow before management of liquid resources and financing increased
to £2.3 million (£1.8 million) in the period, reflecting the increase in
underlying operating expenses, offset primarily by an increase in short term
creditors and accruals of £0.8 million. The increase in creditors reflects a
general increase in research and development activity and also ReN001
pre-clinical development work contracted for and undertaken but not yet billed.
As at 30 September 2005, the Group had cash and short term investments totalling
£7.4 million (2004: £0.7 million). The increase is largely due to net flotation
proceeds of £8.3 million received in the period, together with a further £1.25
million of short term debt financing, including premium, which converted to
equity on the Group's flotation. The directors believe that the Group's current
cash resources are sufficient to meet expenditure requirements for at least the
next twelve months.
Outlook
ReNeuron's achievements during the period under review, and subsequently, have
given the business a sound footing from which to achieve further success. We
remain on track to achieve our 2006 objective of submitting an IND application
to the FDA for approval to commence human clinical trials with our lead ReN001
stem cell therapy for disabled stroke patients.
Beyond this, we are excited by the potential of our other therapeutic programmes
and also by the near term commercial opportunities presented by our ReNcell
non-therapeutic products. With the financial stability gained from the
Company's recent flotation, we are well placed to make further good progress
across all of ReNeuron's activities.
Professor Trevor Jones Michael Hunt
Chairman Chief Executive Officer
30 November 2005
1. Investigational New Drug
2. Good Manufacturing Practice
3. The terms 'ReNeuron', 'the Company' or 'the Group' used in this statement
refer to ReNeuron Group plc and/or its subsidiary undertakings, depending on
the context.
ReNeuron Group plc
Consolidated profit and loss account for the six months ended 30 September 2005
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
Note £'000 £'000 £'000
Turnover - - 3
Cost of sales - - -
______ ______ ______
Gross profit - - 3
Net operating expenses excluding
exceptional items 2 (3,074) (1,584) (3,382)
Exceptional operating expenses 3 (1,167) - -
______ ______ ______
Net operating expenses including
exceptional items (4,241) (1,584) (3,382)
Other operating income 165 24 43
______ ______ ______
Operating loss (4,076) (1,560) (3,336)
Interest receivable 50 30 53
Interest payable (250) - (250)
______ ______ ______
Loss on ordinary activities before taxation (4,276) (1,530) (3,533)
______ ______ ______
Tax credit on loss on ordinary activities - - 319
______ ______ ______
Loss for the period (4,276) (1,530) (3,214)
______ ______ ______
Loss per 10p ordinary share
Basic and diluted 4 (8.3p) (4.3p) (9.0p)
The group has no recognised gains and losses other than the results above and
therefore no separate statement of total recognised gains and losses is
presented.
All results arise from continuing operations.
ReNeuron Group plc
Consolidated balance sheet as at 30 September 2005
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
Note £'000 £'000 £'000
Fixed assets
Negative goodwill 5 (1,515) (1,702) (1,609)
Tangible assets 1,263 1,511 1,383
______ ______ ______
(252) (191) (226)
Current assets
Debtors 898 715 624
Short term investments 6 7,314 647 361
Cash at bank and in hand 92 65 70
______ ______ ______
8,304 1,427 1055
Creditors amounts falling due within
one year (1,380) (559) (579)
Convertible loan 7 - - (1,250)
______ ______ ______
Net current assets/(liabilities) 6,924 868 (774)
Total assets less current liabilities 6,672 677 (1,000)
Creditors amounts falling due after more
than one year (7) - (8)
______ ______ ______
Net assets /(liabilities) 6,665 677 (1,008)
______ ______ ______
Capital and reserves
Called up share capital 8 9,355 3,587 3,587
Share premium account 8 5,472 - -
Merger reserve account 8 365 365 365
Warrant reserve account 8 436 - -
Profit and loss account 8 (8,963) (3,275) (4,960)
______ ______ ______
Total equity shareholders' funds 6,665 677 (1,008)
______ ______ ______
ReNeuron Group plc
Consolidated cash flow statement for the six months ended 30 September 2005
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
Note £'000 £'000 £'000
Net cash outflow from operating activities 9 (2,348) (1,871) (3,150)
Returns on investments and servicing of finance
Interest 50 30 50
______ ______ ______
Net cash inflow from returns on investments and
servicing of finance 50 30 50
______ ______ ______
Taxation
UK corporation tax - research and development tax
credits received - - 364
______ ______ ______
Capital expenditure
Purchase of tangible fixed assets (9) (6) (27)
Disposal of tangible fixed assets - - -
______ ______ ______
Net cash outflow from capital expenditure (9) (6) (27)
______ ______ ______
Acquisitions
Refund of VAT on acquisition expenses - 86 86
Net cash inflow from acquisitions - 86 86
Net cash outflow before management of liquid
resources and financing (2,307) (1,761) (2,677)
______ ______ ______
Management of liquid resources
(Decrease)/increase in cash in the period 10 (6,953) 1,329 1,615
______ ______ ______
Financing
Issue of ordinary share capital 9,500 - -
Increase in loans 1,000 365 1,000
Share issue costs (1,218) - -
______ ______ ______
Net cash inflow from financing 9,282 365 1,000
______ ______ ______
Increase/(decrease) in cash 10 22 (67) (62)
______ ______ ______
Notes to the interim financial statements for the six months ended 30 September
2005
1. Basis of preparation
These interim financial statements have been prepared on the basis of the
accounting policies set out in the consolidated statutory accounts for ReNeuron
Holdings Limited for the year ended 31 March 2005.
The consolidated accounts include the financial statements of the Company and
its subsidiary undertakings, made up to 30 September 2005. A reconstruction of
the ReNeuron Group took place during the period, as described below, in
preparation for the admission of the Company's shares to the AIM market of the
London Stock Exchange in August 2005.
The Company was incorporated as MF59657 Limited on 7 June 2005. On 21 June
2005, the Company acquired the entire issued share capital of ReNeuron Holdings
Limited by way of a one-for-one share exchange. On 22 June 2005, the Company
was re-registered as a public limited company and its name was changed to
ReNeuron Group plc.
As a result of the above reconstruction, the results of ReNeuron Holdings
Limited and its subsidiary undertakings have been consolidated using the
principles of merger accounting, and the comparative results have therefore been
presented as if the new group had been established throughout the year to 31
March 2005.
The financial information contained in this interim report does not constitute
statutory accounts within the meaning of Section 240 of the Companies Act 1985.
Statutory accounts of ReNeuron Limited, ReNeuron (UK) Limited and ReNeuron
Holdings Limited in respect of the year ended 31 March 2005 have been delivered
to the Registrar of Companies, upon which the Company's auditors have given a
report which was unqualified and did not contain a statement under Section 237
(2) or 237(3) of that Act.
2. Total net operating expenses
Six months Six months Year
ended ended Ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
£'000 £'000 £'000
Administrative expenses 783 423 799
Research and development expenditure 2,291 1,161 2,583
______ ______ ______
3,074 1,584 3,382
______ ______ ______
3. Exceptional operating expenses
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
£'000 £'000 £'000
Provision against intangible assets acquired 894 - -
Share option compensation charge 273 - -
______ ______ ______
1,167 - -
______ ______ ______
Provision against intangible assets acquired
On 1 July 2005, ReNeuron entered into licence and subscription and share
exchange agreements with StemCells, Inc., whereby the Group was granted a
licence to certain intellectual property and patents owned by StemCells, Inc.,
and pursuant to which the Company issued, as part consideration for the licence,
a total of 8,939,493 ordinary shares of 10p each to StemCells, Inc. Due to the
early stage nature of the underlying technology, the directors have carried out
an impairment review of the intangible asset so created, and consider that it is
appropriate to provide against the asset in full.
Share option compensation charge
A charge of £0.5 million was made to the profit and loss account in the period,
relating to the grant of replacement options over shares in the Company on
flotation, the charge being the estimated market value of the shares at the date
of grant less the exercise price of the options. This charge was credited back
to the profit and loss account reserve. Similarly, a number of share options
were cancelled during the period. Compensation charges totalling £0.2 million
previously made in respect of these options were consequently written back to
the profit and loss account in the period, the credits previously made to
reserves in respect of these compensation charges being similarly reversed.
4. Loss per share
The basic and diluted loss per share is calculated by dividing the loss for the
financial period of £4,276,000 (September 2004: £1,530,000, March 2005:
£3,214,000) by 51,632,417 shares (September 2004: 35,873,705 shares, March 2005:
35,873,705), being the weighted average number of ordinary 10p shares in issue
during the period.
Potential ordinary shares are not treated as dilutive as their conversion to
ordinary shares does not increase the net loss per share.
5. Negative goodwill
Negative goodwill arose during the period ended 31 March 2004 on the acquisition
of ReNeuron (UK) Limited by ReNeuron Holdings Limited. The amount of negative
goodwill that was in excess of fair values of non-monetary assets acquired of
£947,000 was immediately amortised to the profit and loss account. The remaining
negative goodwill, equal to the fair values of non-monetary assets acquired, is
being amortised over a period of 10 years, being the period over which the non
-monetary assets are expected to be recovered.
6. Short term investments
Short term investments comprise fixed rate deposits with banks and money market
funds, which are not repayable on demand.
7. Convertible Loan
The convertible loan outstanding at 31 March 2005 was an amount payable to
Merlin General Partner II Limited in respect of a bridging loan. The convertible
debt increased to £2,500,000 in the period, including accrued repayment premium,
and was converted into equity on the Group's flotation.
8. Share capital and reserves
Share Merger
Share premium reserve
capital account account
£'000 £'000 £'000
At 1 April 2005 3,587 - 365
Issue of new ordinary shares 5,768 6,707 -
Costs of share issue - (1,235) -
Loss for the period - - -
Reversal of Share option compensation charge - - -
At 30 September 2005 9,355 5,472 365
______ ______ ______
8. Share capital and reserves (continued)
Warrant Profit and Total equity
reserve loss shareholders'
account account funds
£'000 £'000 £'000
At 1 April 2005 - (4,960) (1,008)
Issue of new ordinary shares 436 - 12,911
Costs of share issue - - (1,235)
Loss for the period - (4,276) (4,276)
Reversal of Share option compensation charge - 273 273
At 30 September 2005 436 (8,963) 6,665
______ ______ ______
ReNeuron Group plc was admitted to trading on the AIM Market of the London Stock
Exchange on 12 August 2005, raising £9.5 million before costs at a placing price
of 25p per ordinary share. At the same time, the Company issued warrants to
subscribers of new ordinary shares on the basis of one warrant for every two new
ordinary shares. Each warrant holder is entitled to subscribe for ordinary
shares at a fixed price of 30p per share. The warrants expire on 12 February
2007.
A credit was made to the warrant reserve during the period, reflecting the fair
value of the warrants issued at the time of the Company's flotation.
In addition to 38,000,000 new ordinary 10p shares issued in consideration for
the £9.5 million gross flotation proceeds, the Company issued further ordinary
10p shares in relation to the conversion of the debt finance on flotation, and
also in relation to the licence and subscription and share exchange agreements
with StemCells, Inc.
9. Reconciliation of operating loss to net cash outflow from operating
activities
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
£'000 £'000 £'000
Operating loss (4,076) (1,560) (3,336)
Depreciation of tangible fixed assets 129 121 269
Amortisation of negative goodwill (94) (94) (188)
Loss/ (profit) on sale of fixed assets - - 2
Provision against intangible fixed assets
acquired 894 - -
Share option compensation charge 273 - -
(Increase)/decrease in debtors (274) 136 184
Increase/(decrease) in creditors 800 (474) (81)
______ ______ ______
Net cash outflow from operating activities (2,348) (1,871) (3,150)
______ ______ ______
10. Reconciliation of net cash flow to movement in net funds
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
£'000 £'000 £'000
Increase/(decrease) in cash in the period 22 (67) (62)
Cash flow from (decrease)/increase in short term
investments 6,953 (1,329) (1,615)
Cash inflow from increase in debt (1,000) - (1,000)
Non cash movement (250) - (250)
Conversion of debt to equity 2,500 - -
______ ______ ______
Change in net funds from cash flows 8,225 (1,396) (2,927)
Net funds/(debt) at the beginning of the period (819) 2,108 2,108
______ ______ ______
Net funds/(debt) at the end of the period 7,406 712 (819)
______ ______ ______
Note to editors:
ReNeuron is a leading UK-based adult stem cell therapy business. The Company is
applying its novel stem cell platform technologies in the development of
ground-breaking stem cell therapies to serve significant and unmet or poorly-met
clinical needs.
ReNeuron has used its c-mycERTAM technology to generate genetically stable
neural stem cell lines. This technology platform has multi-national patent
protection and is fully regulated by way of a chemically-induced safety switch.
Cell growth can therefore be completely arrested prior to in vivo implantation.
The Company's lead stem cell therapy, ReN001 for chronic stroke disability, is
in late pre-clinical development. The Company plans to file for approval to
commence initial clinical trials in stroke in mid-2006, with trials commencing
as soon as possible thereafter.
In addition to its ReN001 stroke programme, ReNeuron has programmes to develop
stem cell therapies to address Huntington's disease, Parkinson's disease, Type 1
diabetes and diseases of the retina.
ReNeuron has also leveraged its stem cell technologies into non-therapeutic
areas by marketing its ReNcell range of cell lines for use in drug discovery
applications in the pharmaceutical industry.
ReNeuron's shares are traded on the London AIM Market under the symbol RENE.L,
and its warrants are traded under the symbol RENW.L.
Further information on ReNeuron and its products can be found at
www.reneuron.com.
This announcement contains forward-looking statements with respect to the
financial condition, results of operations and business achievements/performance
of ReNeuron and certain of the plans and objectives of management of ReNeuron
with respect thereto. These statements may generally, but not always, be
identified by the use of words such as 'should', 'expects', 'estimates',
'believes' or similar expressions. This announcement may also contain
forward-looking statements attributed to certain third parties relating to their
estimates regarding the growth of markets and demand for products. By their
nature, forward-looking statements involve risk and uncertainty because they
reflect ReNeuron's current expectations and assumptions as to future events and
circumstances that may not prove accurate. A number of factors could cause
ReNeuron's actual financial condition, results of operations and business
achievements/performance to differ materially from the estimates made or implied
in such forward-looking statements and, accordingly, reliance should not be
placed on such statements.
This information is provided by RNS
The company news service from the London Stock Exchange