For Immediate Release |
21 January 2010 |
ANGLE plc
Interim Results for the six months ended 31 October 2009
Business significantly strengthened. New contract wins in Management services. Encouraging progress with the portfolio. Improved cash position
ANGLE plc ('ANGLE' or the 'Company'), the international venture management company focusing on the commercialisation of technology and the development of technology-based industry, today announces unaudited interim results for the six months ended 31 October 2009.
Financial Highlights
- Profit before tax £0.6 million (H1 2009: loss £1.3 million)
- Cash realisations of £1.4 million (H1 2009: nil) from sale of investments
- Operating costs to manage and develop the portfolio reduced by 42% to £0.3 million (H1 2009: £0.5 million)
- Planned expenditure on controlled investments reduced to £0.1 million (H1 2009: £0.7 million) reflecting ANGLE's partnership approach and the stage of development of the portfolio
- Cash balance at 31 October 2009 more than doubled to £0.8 million (30 April 2009: £0.3 million)
- Fair value of investment portfolio £3.9 million (30 April 2009 £4.4 million). The reduction reflected disposals. This fair value does not include the value of controlled investments.
Operational Highlights
Management services
- Revenues from Management services excluding the completed Qatar Science & Technology Park (QSTP) contract up 8% at £1.6 million for the half year (H1 2009: £1.5 million)
- Carbon Trust contract renewal worth up to £450,000 per annum for a minimum of two years and with the potential for extension to four years
- London Manufacturing Advisory Services contract worth approximately £0.7 million over three years
- Innovation Programme contract in Lincolnshire worth £2.3 million over three years, agreed after the period end
- Sold order book worth £5.2 million at 31 December 2009 with a substantial pipeline of new business being developed
Portfolio
- Geomerics (47%) (computer games middleware) has secured sales with key reference customers and is in discussions with several major corporates regarding potential joint development or partnership arrangements. The first games incorporating Geomerics' technology are expected to be released in the Summer.
- NeuroTargets (25%) (neuropathic pain) has secured a licensing deal to progress its galanin programme and completed research work demonstrating the potential to apply its patented technology in the treatment of Multiple Sclerosis and Alzheimer's Disease, in addition to the company's established neuropathic pain applications.
- Novocellus (82%) (IVF embryo viability), together with its partner Origio, has completed the extensive work necessary to develop and agree the protocol for its clinical study. The protocol has been formally submitted for ethics approval and the aim is to complete the study by the end of March 2011. Assuming successful results, Novocellus will then receive substantial milestone payments.
- Parsortix (78%) (medical diagnostics / foetal cell capture) has extended its IP protection with new patent submissions covering the capture of cancer cells and stem cells. Discussions have been initiated with key industry players and the aim is to conclude a corporate deal in the financial year to 30 April 2011.
Garth Selvey, Chairman, commented:
"ANGLE performed well during the half year. The business has significantly strengthened, with new contract wins in Management services and a greatly improved cash position. Encouraging progress was made with the leading investments, maintaining the prospect of exceptional returns in the future."
These Interim Results may contain forward looking statements. These statements reflect the Board's current view, are subject to a number of material risks and uncertainties and could change in the future. Factors which could cause or contribute to such changes include, but are not limited to, the general economic climate and market conditions, as well as specific factors relating to the financial or commercial prospects or performance of individual portfolio companies within the Group's portfolio of investments.
Enquiries:
ANGLE plc |
01483 685830 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director Collins Stewart Europe Limited Stewart Wallace Scott Harris Stephen Scott, James O'Shaughnessy, Harry Dee |
0207 523 8350 0207 653 0030 |
Notes to Editors
Founded in 1994, ANGLE is an international venture management company focusing on the commercialisation of technology and the development of technology-based industry. ANGLE creates, develops and advises technology businesses on its own behalf and for its clients.
ANGLE's specialist Management services business provides support on a fee-for-service basis to major clients around the world involved in incubation, IP commercialisation, SME innovation and growth and the operation of science & technology parks.
ANGLE also owns a portfolio of companies with high growth potential in the medical and technology sectors in both the UK and the US. These have been developed whilst subsidiaries of ANGLE using its proprietary Progeny® process. ANGLE seeks to retain a substantial shareholding in these companies with a view to ongoing returns from dividend, milestone, royalty and capital returns.
ANGLE's venture management and technology commercialisation skills are of increasing relevance as global economies focus on regeneration, innovation and value added components to their industries. ANGLE's technology skills in IT and software, medical and life sciences, clean tech and renewable energies are directly relevant to major growth markets of the future and are marketed as specialised Management services.
ANGLE is listed on AIM (AGL.L); further information can be found on www.ANGLEplc.com
ANGLE plc
CHAIRMAN'S STATEMENT
Introduction
In spite of tough economic conditions and increased competition, ANGLE performed well during the half year.
The cash position has greatly improved. Growth in the ongoing Management services business, excluding the now completed Qatar Science & Technology Park (QSTP) contract, was maintained and there was continued progress with the portfolio companies.
The business is being tightly managed for future growth, and costs continue to be kept tightly under control.
Results
During the half year, ANGLE moved back into profitability generating a profit before tax of £0.6 million (H1 2009: loss £1.3 million).
Profits were delivered in both the Management services business and from the portfolio.
The sale of non-core investments generated cash realisations of £1.4 million (H1 2009: nil) with a fair value gain of £0.9 million.
After disposals, the fair value of the remaining investment portfolio was unchanged at £3.9 million (30 April 2009 £4.4 million).
Operating costs to manage and develop the portfolio were reduced by 42% to £0.3 million (H1 2009: £0.5 million). Reflecting ANGLE's partnership approach and the stage of development of the portfolio, continued expenditure on controlled investments was kept low at only £0.1 million (H1 2009: £0.7 million). Conversely, business development costs were substantially increased in the Management services business to support future growth.
The cash balance more than doubled during the half year to £0.8 million at 31 October 2009 (30 April 2009: £0.3 million).
Management services
Revenues from Management services, excluding QSTP, continued to grow and were up 8% at £1.6 million for the half year (H1 2009: £1.5 million).
Despite difficult economic conditions and increasing competitive pressures, ANGLE's Management services business is resilient as a result of its established long term contracts primarily for public sector clients. There remain risks particularly in relation to UK Government contracts and ANGLE is proactively seeking to diversify its business geographically through sustained business development efforts, most notably in the Middle East.
The business development efforts undertaken to date have established a number of strong client relationships in the Middle East, which it is expected will translate into major management contracts in the future.
Portfolio companies
ANGLE has continued its tight focus on its existing portfolio, with emphasis on its leading investments. ANGLE continues to retain large equity stakes in a small number of portfolio companies with high growth potential and, because of its high level of ownership, is able to manage these investments to maximise the eventual return to ANGLE shareholders. ANGLE has holdings ranging from 47% to 82% in its leading investments.
ANGLE's controlled investments are consolidated so that their fair value is not included in the investment portfolio fair value in the statement of financial position and their operating costs are expensed in the results.
During the half year, encouraging progress was made with four of the portfolio companies:
- Geomerics (47%) (computer games middleware) has secured sales with key reference customers and is in discussions with several major corporates regarding potential joint development or partnership arrangements. The first games incorporating Geomerics' technology are expected to be released in the Summer.
- NeuroTargets (25%) (neuropathic pain) has secured a licensing deal to progress its galanin programme and completed research work demonstrating the potential to apply its patented technology in the treatment of Multiple Sclerosis and Alzheimer's Disease in addition to the company's established neuropathic pain applications.
- Novocellus (82%) (IVF embryo viability), together with its partner Origio, has completed the extensive work necessary to develop and agree the protocol for its clinical study. The protocol has been formally submitted for ethics approval and the aim is to complete the study by the end of March 2011. Assuming successful results, Novocellus will then receive substantial milestone payments.
- Parsortix (78%) (medical diagnostics / foetal cell capture) has extended its IP protection with new patent submissions covering the capture of cancer cells and stem cells. Discussions have been initiated with key industry players with the aim to conclude a corporate deal in the financial year ending 30 April 2011.
Cashflow
The cash balance more than doubled during the half year to £0.8 million at 31 October 2009 (30 April 2009: £0.3 million) and current liabilities were significantly reduced. The improved cash position reflected continued tight cost control, the ongoing profitability of the Management services business and the sale of non-core investments during the half year.
With increased cash reserves and substantially reduced overheads and investment requirements, the Directors believe that ANGLE is well placed to grow its Management services business and realise value from its investments in the future.
It is the Company's intention to establish a distribution policy once surplus cash has been generated.
Outlook for the full financial year
Recognising the inherent risks within the UK economy, ANGLE is both working to maintain and strengthen its Management services business in the UK, whilst at the same time implementing a proactive business development programme to grow its specialist Management services business internationally. There are promising signs that major international Management services contracts may be secured over the next twelve months to substantially increase the scale of this business.
The environment for developing technology companies is very difficult at present and the availability of traditional banking and venture capital funding for such companies is extremely limited. To address this, ANGLE has proactively developed a partnership approach to developing its portfolio companies, which seeks to secure major corporate partners for each company to take on the costs of further development. This approach is intended to provide ANGLE with the potential for substantial upside returns without the risk of ongoing development costs. The partnership approach has so far been successfully deployed with NeuroTargets and Novocellus, and is being actively pursued with Geomerics and Parsortix.
ANGLE's portfolio is maturing and the potential for substantial returns is nearing. The medium term business plan envisages growing trading profits from Management services enhanced by returns from dividends, milestone payments, royalties and capital returns from its investments.
ANGLE's venture management and technology commercialisation skills are marketable and of increasing relevance as global economies focus on regeneration, innovation and value added components to their industries. ANGLE's technology skills in IT and software, medical and life sciences, cleantech and renewable energies are directly relevant to major growth markets of the future.
Garth Selvey
Chairman
20 January 2010
ANGLE plc
OPERATIONS SUMMARY
Introduction
During the half year, ANGLE developed its Management services business, progressed four of its portfolio companies through key milestones and strengthened the cash balance significantly.
Management services
Turnover excluding the completed QSTP contract was up 8% at £1.6 million for the half year (H1 2009: £1.5 million). Substantial business development efforts are in progress to build the Management services business further.
ANGLE's business is focused on long term management contracts, typically three years or more in duration, and this gives good visibility on future revenues. In the current economic conditions, a number of Governments are seeking to expand their activities in ANGLE's core areas of activity including incubation, innovation, support for SMEs (small and medium sized enterprises) and developing the knowledge-based economy.
Two significant new contracts were secured during the half year and a third shortly after the period end, all of which were subject to competitive tendering. These are described below. As a result, the business had a solid sold order book worth £5.2 million at 31 December 2009. Major business development efforts continue, particularly in the Middle East, where substantial opportunities are being developed notably in Saudi Arabia, Bahrain and the United Arab Emirates.
Carbon Trust ANGLE Incubator
ANGLE has delivered incubation support services on behalf of the Carbon Trust since 2004 and was awarded a further contract starting in August 2009, worth up to £450,000 per annum for a minimum of two years and up to four years.
The objective of the programme is to help qualifying developers of low carbon technologies build their businesses. Support includes help with business and financial plan development, market investigations, mentoring the team, product development advice, IP guidance, preparation for investor rounds or licence negotiations and raising investment capital.
ANGLE has provided support to over thirty cleantech companies in renewable and alternative energy, industrial process efficiency, materials, and built infrastructure sectors. These include high growth SMEs, private start-ups, and University spin-outs which, with ANGLE's support, have gone on to raise over £42 million of private investment funding (during or within 12 months of incubation) as well as one IPO. ANGLE has developed significant knowledge of low-carbon technologies and routes to commercialisation.
New Energy Finance have identified the Carbon Trust ANGLE incubator as one of the top performing cleantech incubators worldwide.
London Manufacturing Advisory Services (MAS)
ANGLE partnered with Grant Thornton, PERA and Unipart to win the London MAS contract commissioned by the London Development Agency in September 2009. ANGLE's share of the contract is worth an estimated £0.7 million over three years.
MAS is a public sector funded programme to support UK manufacturers to:
- Survive the current economic downturn and to prepare for the up turn; and
- Improve their ability to compete in advanced manufacturing markets.
There is particular emphasis on supporting manufacturing companies to find new opportunities for the medium to long-term competitiveness of manufacturing in the UK. ANGLE's particular strengths lie with the adoption and development of new technologies and innovation.
ANGLE intends to build on the collaborative approach adopted for London MAS to enable ANGLE to participate in consortia to bid for much larger contracts.
Lincoln Innovation
Following ANGLE's successful delivery of Innovation Lincolnshire since May 2007, in November 2009 ANGLE won a highly competitive proposal to deliver Innovation Advice and Guidance in Lincolnshire, a product in the UK Government's Solutions for Business portfolio, on behalf of Lincolnshire County Council.
The Innovation Programme contract is worth £2.3 million over three years.
The programme brings the techniques and benefits of innovation to small businesses, identifying openings for innovation based business improvement. These include stimulating growth through the introduction of new products and services and delivering operational improvement through innovative business process change. ANGLE's specialist consultants provide a complete SME innovation support service, from innovation opportunity identification, training, business analysis and support to project implementation.
ANGLE's success in securing this contract reflects the methodologies, delivery processes, expertise and management that ANGLE has developed to drive innovation.
Portfolio value
ANGLE's portfolio of investments comprises both non-controlled investments (shown at fair value in the statement of financial position) and controlled investments (whose value, which the Board considers substantial, is excluded from the fair value in the statement of financial position).
In arriving at valuations, the Board has taken into account the need to mark to market, an extremely difficult fund raising and exit environment and uncertainties as to how businesses will be able to develop in the present climate.
After disposals, the fair value of the remaining Investment Portfolio was unchanged at £3.9 million (30 April 2009 £4.4 million).
Non-controlled investments
Provexis
During the half year, ANGLE's residual holding in Provexis plc was sold for £1.4 million generating a fair value gain of £0.9 million and realising cash for working capital, investment and other purposes. This action strengthened ANGLE's statement of financial position and ensured the Group is in a better position to realise value from its core investments.
Acolyte Biomedica
The deferred consideration of up to £4.7 million due in respect of the sale of the investment in Acolyte Biomedica (medical diagnostics / MRSA detection) remains subject to dispute between the former Acolyte shareholders and the purchaser. ANGLE is awaiting the outcome of legal action by the major Acolyte shareholder. It is understood that this action is in the formal information disclosure phase, progressing as planned, and that a Court date has been set in October 2010. Once the outcome of this action is known, ANGLE expects to pursue its own claim against the purchaser. At present ANGLE has no exposure to legal costs.
Geomerics (47%) (computer games middleware)
Geomerics has successfully developed and launched its 'Enlighten' product, dramatically improving the lighting of computer games and enhancing the user experience.
Multiple sales have been secured from key reference customers including Electronic Arts (DICE), CCP and FunCom. The sales prospect list is promising. The computer games market has contracted somewhat in current economic conditions but remains a strong performer and is forecasted to grow to an estimated $46.5 billion market by the end of 2010.
Underlying Geomerics' products is a unique lighting technology platform, which has a range of potential applications in further markets including CGI (computer generated imagery) and Architectural Visualisation.
During the half year, as well as further progressing sales, the company has attracted considerable corporate interest from companies such as Microsoft, Intel, Sony, nVidia, AMD and Autodesk. Discussions are in progress with a number of these with regard to a strategic alliance.
Geomerics has also started work on a second product, leveraging their graphics skills to visualise complex IT networks in 3D. This project is in collaboration with Intergence Systems, who specialise in IT network optimisation. The project has been awarded £0.5m of funding from the Technology Strategy Board, and is already attracting interest from potential customers.
The first games incorporating Geomerics' technology are expected to be released in the Summer.
NeuroTargets (25%) (neuropathic pain)
NeuroTargets has had a successful half year securing a licensing deal to progress its galanin programme and completing research work demonstrating the potential to apply its patented technology in treatment of Multiple Sclerosis (MS) and Alzheimer's Disease (AD) in addition to the company's established neuropathic pain applications.
NeuroTargets has licensed its intellectual property in relation to neuropathic pain therapeutic molecules to the University of Bristol, who have used that background IP to successfully raise further funds to advance the galanin programme. Wellcome Trust have agreed to provide funding for a pre-clinical research project at the University of Bristol to investigate these small molecules. The intention is that, if this work is successful, the small molecules can be patented and then licensed to 'big pharma' as a potential therapeutic agent.
ANGLE is pleased with the funding from the Wellcome Trust as it brings substantial funding to progress the galanin small molecules and provides NeuroTargets with the potential for a significant share in potential royalty income that may arise on the licensing of the molecules to 'big pharma'.
In addition to the work on neuropathic pain, through the work of its Chief Scientific Officer, Professor Wynick, NeuroTargets has also progressed the investigation of the use of galanin molecules for Multiple Sclerosis (MS) and Alzheimer's disease (AD) and has had positive initial results. The MS results were published in the prestigious scientific journal PNAS (Proceedings of the National Academy of Sciences of the United States of America) September 8, 2009 and this has attracted significant initial interest from 'big pharma'.
NeuroTargets has submitted applications for patents over the use of galanin molecules for the treatment of MS and AD. If the Wellcome Trust funded work on the small molecules is successful, then the small molecules may also have potential application for MS and/or AD. There is also the potential that 'big pharma' may develop other small molecules which may be used in conjunction with NeuroTargets' patents for MS and/or AD.
Controlled investments
Controlled investments are consolidated as subsidiaries and are not shown at fair value on the statement of financial position. Their value, which the Board considers substantial, is excluded from the fair value of £3.9 million discussed above.
Novocellus (82%) (medical diagnostics IVF embryo viability)
Novocellus has developed a patent protected system, EmbryoSure®, for selecting those embryos most likely to lead to a successful pregnancy. The system has been tested on a total of more than 1,200 human embryos in a research study and two retrospective pilot clinical studies. These studies have shown that amino acid profiling (AAP) of the embryo indicates a correlation between the embryo amino acid turnover and the chance of a pregnancy. This non-invasive, rapid, metabolic screen permits for the first time the early identification of viable human embryos (Day 2/3) without requiring prolonged culture, for example to the blastocyst stage.
Based on the available pre-clinical and clinical data, it is expected that amino acid profiling (AAP) of spent culture medium will increase success rates in daily clinical practice by providing new information to improve embryo selection for transfer. This is expected to lead to a 25% uplift in the clinical pregnancy rate for IVF and to encourage the adoption of single embryo transfer (SET). Increased use of SET will lead to a reduction in health risks for the mother and baby.
Novocellus has secured a corporate deal with Origio a/s (formerly known as MediCult a/s) to fund and manage the final clinical study process and take responsibility for the product going forward. Origio supplies around one in five of the global IVF clinics with culture media and related products and is ideally placed to ensure that EmbryoSure® is widely adopted, giving Novocellus access to the largest IVF customer base in the world.
During the half year, Novocellus has worked with Origio to complete the extensive work necessary to prepare for a definitive clinical study demonstrating a viable clinical application suitable for use in a clinical situation and providing statistical validity for the medical claims. A detailed protocol for the clinical study has been developed. Participating IVF clinics have been confirmed, statistical procedures have been developed to analyse the results and the regulatory processes have been addressed.
ANGLE is pleased to report that all key issues have successfully been addressed and the clinical study protocol has been formally submitted for ethics approval. It is expected that final approval of the study protocol will be obtained by the end of March with patient recruitment starting in early April.
The finish date for the study cannot be stated with certainty because the study design allows for early completion, if the results are satisfactory following an interim analysis of the data. The number of patients needed for statistical significance, and thus the duration of the study, will be dependent on the distribution of the patient results. The current estimate is that the clinical study will be complete by the end of March 2011.
Successful study results are defined as an uplift in clinical pregnancy rates of 25% or greater in comparison to an agreed baseline. Successful study results will trigger payment of the first milestone payment to Novocellus of £1.0 million (in cash or Origio publicly listed voting shares, at their discretion) followed by a second milestone payment to Novocellus of £3.5 million (similarly in cash or shares), which will be payable when net sales of EmbryoSure® products exceed £4.5 million in a calendar year. Given the involvement of leading IVF clinics in the study, sales are expected to follow rapidly once the product has received the necessary regulatory approvals. If shares are received in payment, these will be tradable and not subject to lock-in.
Thereafter, with successful study results, Novocellus will receive a 25% royalty on sales generated in countries in which patent protection for any element of the EmbryoSure® Rights are then subsisting and which are likely to include all countries in Europe, USA, Japan, Canada, China, India and Australia. The maximum market potential for EmbryoSure® has been estimated as $0.5 billion per annum for 100% market penetration, based on data sourced from the International Committee for Monitoring Assisted Reproductive Technologies (ICMART). By way of illustration, if 10% of the market adopted the EmbryoSure® product, the potential resulting sales of $50 million would generate c. £7.5 million per annum in royalties for Novocellus each year for the remaining life of the patents, expected to be up to 17 years.
Parsortix (78%) (medical diagnostics / foetal cell capture)
Parsortix has developed the first ever non-invasive testing platform for the unborn baby. Pregnant women have a very small number of their baby's cells circulating in their blood; at most one foetal cell for 500 million maternal cells. Parsortix has developed a separation device, which can capture intact foetal cells (as opposed to merely DNA fragments) in maternal blood when only 1.5ml of maternal blood is flowed through the device.
At present, testing for early definitive diagnosis for chromosomal abnormalities associated with Down's, Turner, and Klinefelter syndromes, as well as other disorders due to genetic abnormalities such as spina bifida is limited to high risk category patients where an invasive procedure such as amniocentesis or chorionic villi sampling can be justified.
In the US market alone there are some 375,000 such invasive tests undertaken per annum leaving the remaining 2.2 million pregnancies with no advance warning of potential problems. If the invasive test can be replaced with a simple and comparatively inexpensive maternal blood test, it is considered that the procedure will be widely adopted with the potential for 2.6 million tests per annum in the US alone. The current cost of the amniocentesis procedure in the US is around $1,200. The Parsortix technique is expected to substantially reduce this cost.
During the half year, Parsortix began exploring the potential for a partnership with a major corporate and actively engaged with a number of multi-national companies with that in mind. The ideal corporate partner will have substantial financial resources and own diagnostic technologies which can be bundled with Parsortix's cell capture technology to provide a complete solution for pre-natal diagnostics.
The objective is to secure a partnership similar to that established for Novocellus, in which the ongoing costs to develop and take the product to market are covered by the partner, whilst a substantial share of the upside from resulting revenues is retained by Parsortix.
Having proven its separation technology, during the half year Parsortix has developed its intellectual property as a platform technology and extensively protected the intellectual property for a range of cell separation applications in addition to foetal cells. Patent applications have been submitted relating to the separation of a range of cells including stem cells, metastatic cancer cells and bacteria.
If successful, the development of non-invasive capture systems patented by Parsortix for metastatic cancer cells and for stem cells, in particular, would uniquely address major worldwide markets in the future.
Discussions continue with major corporates. Parsortix's technology addresses the key element of non-invasive cell capture. To be valuable in a clinical sense, this technology needs to be combined with diagnostic technologies to investigate the health of the cell. This combination is complex and requires Parsortix to be thorough in its partner investigation and analysis. As a result, the establishment of a robust partnership deal will take a significant amount of elapsed time. The aim is to conclude a corporate deal for Parsortix during the financial year to 30 April 2011.
*Percentage shareholdings based on issued share capital as at 31 October 2009.
ANGLE plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 OCTOBER 2009
|
Note |
Six months ended |
Year ended |
|
|
|
31 October |
31 October |
30 April |
|
|
2009 |
2008 |
2009 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
|
|
|
|
|
Revenue |
3 |
1,673,829 |
2,523,653 |
5,064,381 |
|
|
|
|
|
Change in fair value |
6 |
844,813 |
(912,039) |
(2,931,460) |
|
|
|
|
|
Operating costs |
|
|
|
|
Management services |
|
(1,468,554) |
(1,665,111) |
(3,364,063) |
Ventures |
|
(262,668) |
(451,511) |
(880,052) |
Controlled investments |
|
(115,820) |
(657,715) |
(1,082,145) |
Share based payments |
|
(34,984) |
(106,244) |
(185,599) |
|
|
_____________ |
_____________ |
_____________ |
|
|
(1,882,026) |
(2,880,581) |
(5,511,859) |
|
|
|
|
|
Operating profit / (loss) |
|
636,616 |
(1,268,967) |
(3,378,938) |
|
|
|
|
|
Finance income |
|
- |
12,267 |
13,940 |
Finance costs |
|
(4,618) |
2,785 |
(286) |
|
|
_____________ |
_____________ |
_____________ |
Net finance income |
|
(4,618) |
15,052 |
13,654 |
|
|
_____________ |
_____________ |
_____________ |
Profit / (loss) before tax |
|
631,998 |
(1,253,915) |
(3,365,284) |
|
|
|
|
|
Tax |
4 |
- |
(118,942) |
(230,205) |
|
|
_____________ |
_____________ |
_____________ |
|
|
|
|
|
Profit / (loss) for the period and total comprehensive income for the period |
|
631,998 |
(1,372,857) |
(3,595,489) |
|
|
=========== |
=========== |
=========== |
Earnings / (loss) per share |
5 |
|
|
|
Basic and Diluted (pence per share) |
2.36 |
(5.13) |
(13.42) |
ANGLE plc
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2009
|
Note |
31 October |
31 October |
30 April |
|
|
2009 |
2008 |
2009 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Non-controlled investments |
6 |
2,435,229 |
4,373,504 |
2,395,000 |
Other receivables |
6 |
1,500,000 |
1,902,724 |
1,520,239 |
Property, plant and equipment |
|
36,640 |
66,470 |
47,846 |
Intangible assets |
|
124,718 |
194,126 |
163,853 |
|
|
_______________ |
_______________ |
_______________ |
Total non-current assets |
|
4,096,587 |
6,536,824 |
4,126,938 |
|
|
|
|
|
Current assets |
|
|
|
|
Non-controlled investments |
6 |
- |
130,292 |
499,165 |
Trade and other receivables |
|
880,117 |
677,128 |
504,425 |
Cash and cash equivalents |
|
751,028 |
397,685 |
319,819 |
|
|
_______________ |
_______________ |
_______________ |
Total current assets |
|
1,631,145 |
1,205,105 |
1,323,409 |
|
|
_______________ |
_______________ |
______________ |
Total assets |
|
5,727,732 |
7,741,929 |
5,450,347 |
|
|
============== |
============== |
============= |
EQUITY AND LIABILITIES |
|
|
|
|
Equity |
|
|
|
|
Issued capital |
|
2,713,293 |
2,713,293 |
2,713,293 |
Share premium account |
|
13,701,935 |
13,701,935 |
13,701,935 |
Share based payments reserve |
|
1,550,872 |
1,628,673 |
1,523,488 |
Other reserve |
|
2,553,356 |
2,553,356 |
2,553,356 |
Translation reserve |
|
(280,424) |
(342,570) |
(320,881) |
Retained earnings |
|
(15,368,434) |
(13,945,053) |
(16,008,032) |
ESOT shares |
|
(342,115) |
(355,453) |
(342,115) |
|
|
_______________ |
_______________ |
_______________ |
Total equity attributable to equity shareholders of parent |
|
4,528,483 |
5,954,181 |
3,821,044 |
|
|
_______________ |
_______________ |
_____________ |
Liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
Controlled investments - convertible loans |
|
288,263 |
185,678 |
321,011 |
|
|
_____________ |
_____________ |
_____________ |
Total non-current liabilities |
|
288,263 |
185,678 |
321,011 |
Current liabilities |
|
|
|
|
Trade and other payables |
|
774,470 |
1,473,111 |
1,065,274 |
Taxation |
|
136,516 |
128,959 |
243,018 |
|
|
_____________ |
_____________ |
_____________ |
Total current liabilities |
|
910,986 |
1,602,070 |
1,308,292 |
|
|
_____________ |
_____________ |
_____________ |
Total liabilities |
|
1,199,249 |
1,787,748 |
1,629,303 |
|
|
_____________ |
_____________ |
_____________ |
Total equity and liabilities |
|
5,727,732 |
7,741,929 |
5,450,347 |
|
|
================== |
================== |
================== |
ANGLE plc
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 OCTOBER 2009
|
Six months ended |
Year ended |
|
|
31 October |
31 October |
30 April |
|
2009 |
2008 |
2009 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
£ |
£ |
£ |
Operating activities |
|
|
|
Profit / (loss) before tax |
631,998 |
(1,253,915) |
(3,365,284) |
Adjustments for: |
|
|
|
Depreciation of property, plant and equipment |
17,784 |
21,019 |
39,563 |
(Profit) / loss on disposal of fixed assets |
- |
- |
1,116 |
Amortisation of intangible assets |
7,926 |
814 |
16,323 |
Exchange differences |
5,166 |
(16,407) |
21,799 |
Net finance (income) / cost |
4,618 |
(15,052) |
(13,654) |
Change in fair value |
(844,813) |
912,039 |
2,931,460 |
Share based payments |
34,984 |
106,244 |
185,599 |
Changes in working capital: |
|
|
|
(Increase) / decrease in trade and other receivables |
(472,633) |
(41,568) |
106,942 |
Increase / (decrease) in trade and other payables |
(167,479) |
(356,203) |
(757,987) |
Operating cashflows: |
|
|
|
Research and development tax credits received |
- |
44,960 |
44,960 |
Corporation tax paid |
(106,502) |
- |
- |
|
_____________ |
_____________ |
_____________ |
Net cash from / (used in) operating activities |
(888,951) |
(598,069) |
(789,163) |
|
|
|
|
Investing activities |
|
|
|
Purchase of property, plant and equipment |
(7,689) |
(8,390) |
(11,909) |
Disposal of property, plant and equipment |
- |
- |
20 |
Purchase of intangible assets |
- |
(985) |
(2,214) |
Purchase of non-controlled investments |
(40,229) |
- |
- |
Provision of convertible loans |
- |
- |
(13,250) |
Proceeds from sale of investments |
1,368,786 |
- |
20,249 |
Interest paid |
(855) |
(2,012) |
(1,063) |
Interest received |
147 |
13,417 |
15,759 |
|
_____________ |
_____________ |
_____________ |
Net cash from / (used in) investing activities |
1,320,160 |
2,030 |
7,592 |
|
|
|
|
Financing activities |
|
|
|
Capital elements of finance lease contracts |
- |
(4,560) |
(4,560) |
Proceeds from issue of convertible loans |
- |
28,087 |
135,753 |
|
_____________ |
_____________ |
_____________ |
Net cash from / (used in) financing activities |
- |
23,527 |
131,193 |
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
431,209 |
(572,512) |
(650,378) |
|
|
|
|
Cash and cash equivalents at start of period |
319,819 |
970,197 |
970,197 |
|
_____________ |
_____________ |
_____________ |
Cash and cash equivalents at end of period |
751,028 |
397,685 |
319,819 |
|
=========== |
=========== |
=========== |
ANGLE plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 OCTOBER 2009
Attributable to equity holders of the Group
|
|
|
Share based |
|
|
|
|
|
|
Issued |
Share |
payments |
Other |
Translation |
Retained |
ESOT |
Total |
|
capital |
premium |
reserve |
reserve |
reserve |
earnings |
shares |
Equity |
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
At 1 May 2008 |
2,713,293 |
13,701,935 |
1,522,429 |
2,553,356 |
(297,311) |
(12,617,357) |
(355,453) |
7,220,892 |
For the period to 31 October 2008 |
|
|
|
|
|
|
|
|
Consolidated profit / (loss) |
|
|
|
|
(121,618) |
(1,372,857) |
|
(1,494,475) |
Share based payments |
|
|
106,244 |
|
76,359 |
|
|
182,603 |
Deemed disposal of subsidiaries |
|
|
|
|
|
45,161 |
|
45,161 |
|
___ ______ |
___ _______ |
___ ______ |
___ ______ |
___ ______ |
___ ________ |
___ ______ |
_____ _____ |
At 31 October 2008 |
2,713,293 |
13,701,935 |
1,628,673 |
2,553,356 |
(342,570) |
(13,945,053) |
(355,453) |
5,954,181 |
For the period to 30 April 2009 |
|
|
|
|
|
|
|
|
Consolidated profit / (loss) |
|
|
|
|
98,048 |
(2,222,632) |
|
(2,124,584) |
Share based payments |
|
|
79,355 |
|
(76,359) |
|
|
2,996 |
Released on forfeiture / lapse |
|
|
(184,540) |
|
|
184,540 |
|
- |
Utilised on share schemes |
|
|
|
|
|
|
13,338 |
13,338 |
Deemed disposal of subsidiaries |
|
|
|
|
|
(24,887) |
|
(24,887) |
|
___ ______ |
___ _______ |
___ ______ |
___ ______ |
___ ______ |
___ ________ |
___ ______ |
___ _______ |
At 1 May 2009 |
2,713,293 |
13,701,935 |
1,523,488 |
2,553,356 |
(320,881) |
(16,008,032) |
(342,115) |
3,821,044 |
For the period to 31 October 2009 |
|
|
|
|
|
|
|
|
Consolidated profit / (loss) |
|
|
|
|
40,457 |
631,998 |
|
672,455 |
Share based payments |
|
|
34,984 |
|
|
|
|
34,984 |
Released on forfeiture / lapse |
|
|
(7,600) |
|
|
7,600 |
|
- |
|
___ ______ |
___ _______ |
___ ______ |
___ ______ |
___ ______ |
___ ________ |
___ ______ |
___ _______ |
At 31 October 2009 |
2,713,293 |
13,701,935 |
1,550,872 |
2,553,356 |
(280,424) |
(15,368,434) |
(342,115) |
4,528,483 |
|
========== |
========== |
========== |
========== |
========= |
=========== |
========== |
========== |
All attributable to equity shareholders of the parent
Share based payments reserve
The share based payments reserve account is used for the corresponding entry to the share based payments charged through: a) the statement of comprehensive income for staff incentive arrangements in the Group; b) the statement of comprehensive income for staff incentive arrangements in the controlled investments; and c) the statement of financial position for acquired intangible assets in the controlled investments comprising intellectual property (IP). These components are separately identified in the table below.
Transfers are made from this reserve to retained earnings as the related share options are exercised, lapse or expire or as a controlled investment becomes non-controlled.
Translation reserve
The translation reserve account comprises cumulative exchange differences arising on consolidation from the translation of the financial statements of international operations. Under IFRS this is separated from retained earnings.
ESOT shares
These relate to shares purchased by the ANGLE Employee Share Ownership Trust and used to assist in meeting the obligations under employee remuneration schemes.
Share based payments reserve |
|
Controlled |
Controlled |
|
|
Group |
investments |
investments |
|
|
employees |
employees |
IP |
Total |
|
£ |
£ |
£ |
£ |
At 1 May 2008 |
1,328,522 |
48,113 |
145,794 |
1,522,429 |
Charge for the period |
92,946 |
13,298 |
- |
106,244 |
|
_________ |
_________ |
_________ |
_________ |
At 31 October 2008 |
1,421,468 |
61,411 |
145,794 |
1,628,673 |
Charge for the period |
75,058 |
4,297 |
- |
79,355 |
Released on forfeiture / lapse |
(184,540) |
|
- |
(184,540) |
|
_________ |
_________ |
_________ |
_________ |
At 1 May 2009 |
1,311,986 |
65,708 |
145,794 |
1,523,488 |
Charge for the period |
33,977 |
1,007 |
- |
34,984 |
Released on forfeiture / lapse |
(886) |
(6,714) |
- |
(7,600) |
|
_________ |
_________ |
_________ |
_________ |
At 31 October 2009 |
1,345,077 |
60,001 |
145,794 |
1,550,872 |
|
========== |
========== |
========= |
========= |
ANGLE plc
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 31 OCTOBER 2009
1 Basis of preparation and accounting policies
These Condensed Interim Financial Statements do not constitute statutory financial statements as defined in section 434 of the Companies Act 2006 and are unaudited. The comparative information for the six months ended 31 October 2008 is also unaudited. The comparative figures for the year ended 30 April 2009 have been extracted from the Group financial statements as filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain a statement under section 498 of the Companies Act 2006. The accounting policies applied are consistent with those described in the annual financial statements for the year ended 30 April 2009, as amended for the adoption of IAS1 revised and IFRS 8 Operating Segments.
These Condensed Interim Financial Statements are the unaudited interim consolidated financial statements (the "Condensed Interim Financial Statements") of ANGLE plc, a company incorporated in Great Britain and registered in England and Wales, and its subsidiaries (together referred to as the "Group") for the six month period ended 31 October 2009 (the "interim period").
The Condensed Interim Financial Statements have been voluntarily prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34"), as adopted by the EU, and on the basis of the accounting policies set out in the Report and Accounts 2009, as amended for the adoption of IAS1 revised and IFRS 8 Operating Segments. Where necessary, comparative information has been reclassified or expanded from the previously reported Condensed Interim Financial Statements to take into account any presentational changes made in the Report and Accounts 2009.
The Condensed Interim Financial Statements were approved by the Board and authorised for issue on 21 January 2010.
Going concern
The Directors have reviewed the projections for the forthcoming 12 month period from the date of approval of these Interim Financial Statements and based on the level of existing cash, projected income and expenditure, the Directors are satisfied that the Company and Group have adequate resources to continue in business for the foreseeable future. Accordingly the going concern basis has been used in preparing the Interim Financial Statements.
Critical accounting estimates and judgements
The preparation of the Interim Financial Statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates and assumptions are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to the valuation of unlisted investments held at fair value in accordance with IAS39 and on the basis of the accounting policies in the Report and Accounts 2009, and to the fair value of other receivables - see Note 6.
2 Summary segmental analysis
The Group operates in one principal area of activity - technology wealth creation through the
commercialisation of intellectual property and the development of technology industry.
The primary business segments are:
- Management services - provision of management services to clients including research organisations, corporate and governmental organisations on a fee-for-service basis. This business segment provides a platform for the Ventures activities.
- Ventures - activities to establish, develop and create value in technology companies. The Group uses a proprietary Progeny® process to develop these companies, which are referred to as Progeny® companies. ANGLE's unique business model involves ANGLE founding new companies which it controls during the critical early stages of development, before securing third party funding.
- Under IFRS, the accounting for Progeny® companies divides into controlled investments and non-controlled investments.
- Controlled investments - Progeny® companies where the Group has control, typically as a result of owning in excess of 50% of the equity. These are consolidated and the Group's investment costs are expensed in the statement of comprehensive income.
- Non-controlled investments - Progeny® companies where the Group does not have control. These investments are held in the statement of financial position at fair value, with changes in fair value passing through the statement of comprehensive income.
The nature of these operations is significantly different. The primary format and segmentation by class of business has been provided on the face of the consolidated interim statement of comprehensive income.
3 Revenue
The breakdown of revenue by geographical and by business segment is set out below:
|
Six months ended |
Year ended |
|
|
31 October |
31 October |
30 April |
|
2009 |
2008 |
2009 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
£ |
£ |
£ |
|
|
|
|
Management services |
|
|
|
United Kingdom |
1,424,556 |
1,229,406 |
2,605,648 |
North America |
197,576 |
273,193 |
543,654 |
Middle East |
- |
928,892 |
1,772,498 |
|
1,622,132 |
2,431,491 |
4,921,800 |
Ventures United Kingdom |
25,581 |
26,222 |
52,688 |
|
|
|
|
Controlled investments North America |
26,116 |
65,940 |
89,893 |
|
___________ |
___________ |
___________ |
Total revenue |
1,673,829 |
2,523,653 |
5,064,381 |
|
========== |
========== |
========== |
Revenue from Management services represents fees received from clients. Revenue from Ventures represents fees received from non-controlled investments for accounting and other services provided by the Company until those companies take those activities in-house. Revenue from Controlled investments represents the revenue of those businesses, which is consolidated.
4. Tax
The Group is eligible for the substantial shareholdings relief UK corporation tax exemption. This results in the gain from any disposals of UK investments where the Group has an equity stake greater than 10%, subject to certain other tests, being free of corporation tax.
Tax is therefore based on the profits in the Management services business as relieved by losses incurred in the establishment and development of Ventures. Loss relief may not absorb the tax in relation to all of the profits and where this occurs tax is provided on the basis of the estimated effective tax rate for the full year.
Controlled investments undertake research and development activities. In the UK these activities qualify for tax relief and result in tax credits.
5 Earnings / (loss) per share
The basic and fully diluted earnings / (loss) per share is calculated on an after tax profit of £0.6 million (6 months to 31 October 2008: loss £1.4 million, year to 30 April 2009: loss £3.6 million).
The basic and fully diluted earnings / (loss) per share are based on 26,832,667 weighted average ordinary 10p shares (6 months to 31 October 2008: 26,773,382; year to 30 April 2009: 26,799,442). Share options are non-dilutive for the period.
6 Non-controlled investments and Other receivables
The Group's investment portfolio comprises investments in Progeny® companies.
Where the Group has control of a Progeny® company (typically owning more than 50% of the equity), these are controlled investments and are consolidated as subsidiaries. At the point control no longer exists, a deemed profit arises and the non-controlled investment is held at fair value in the statement of financial position. In the six months to 31 October 2009 net costs before taxation relating to controlled investments of £0.1 million (6 months to 31 October 2008: £0.6 million) were charged to the statement of comprehensive income.
Where the Group does not control a Progeny® company (typically owning less than 50% of the equity), these are defined as non-controlled investments and held in the statement of financial position at fair value, as set out in the table below:
|
Non-current assets |
Current assets |
Total - Non controlled |
|
Unquoted |
Quoted |
investments |
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
£ |
£ |
£ |
At 1 May 2008 |
4,373,504 |
1,042,331 |
5,415,835 |
Change in fair value |
- |
(912,039) |
(912,039) |
|
____________ |
____________ |
____________ |
At 31 October 2008 |
4,373,504 |
130,292 |
4,503,796 |
Disposals |
|
(20,249) |
(20,249) |
Change in fair value |
(1,978,504) |
389,122 |
(1,589,382) |
|
____________ |
____________ |
____________ |
At 1 May 2009 |
2,395,000 |
499,165 |
2,894,165 |
Investments |
40,229 |
|
40,229 |
Disposals |
|
(1,368,786) |
(1,368,786) |
Change in fair value |
|
869,621 |
869,621 |
|
____________ |
____________ |
____________ |
At 31 October 2009 |
2,435,229 |
- |
2,435,229 |
|
=========== |
=========== |
=========== |
Other receivables
ANGLE's Progeny® company Acolyte Biomedica was sold in February 2007. ANGLE was due an earn-out of up to £4.7 million receivable early in 2010. A fair value of £1.5 million is included in relation to this in ANGLE's statement of financial position under the "Other receivables" category at 31 October 2009 unchanged from 30 April 2009 (31 October 2008: £1.9 million).
The deferred consideration of up to £4.7 million due in respect of the sale of the investment in Acolyte Biomedica (medical diagnostics / MRSA detection) remains subject to dispute between the former Acolyte shareholders and the purchaser. ANGLE is awaiting the outcome of legal action by the major Acolyte shareholder. It is understood that this action is in the formal information disclosure phase, progressing as planned, and that a Court date has been set in October 2010. Once the outcome of this action is known, ANGLE expects to pursue its own claim against the purchaser. At present ANGLE has no exposure to legal costs.
The Company has received legal advice that there is a strong case and that it is highly probable that an action will succeed. Based on the currently available information and legal advice, the Directors believe that there will eventually be a significant return from this investment. In view of the dispute, it is difficult to form a reliable estimate of the fair value of this investment. In present circumstances, the Directors believe that it is appropriate to hold the asset at its most recent fair value, but note that the value may be revised in the future as further information becomes available.
Change in fair value through statement of comprehensive income
6 months ended 31 October
|
||
|
2009
|
2008
|
|
£
|
£
|
Change in fair value of investments
|
869,621
|
(912,039)
|
Change in fair value of intellectual property
|
(24,808)
|
-
|
|
_________
|
_________
|
Change in fair value
|
844,813
|
(912,039)
|
|
=======
|
=======
|