For Immediate Release |
29 January 2009 |
ANGLE plc
Unaudited Interim Results for the six months ended 31 October 2008
Strong performance from Management services: further reduction in cash burn
ANGLE plc ('ANGLE' or the 'Company'), the international venture management company, today announces its unaudited interim results for the six months ended 31 October 2008.
Financial Highlights
Turnover increased by 37% to £2.5 million (H1 2008: £1.8 million)
Trading profits from Management services increased by 52% to £0.8 million (H1 2008: £0.5 million)
Operating costs to manage and develop the portfolio reduced by 52% to £0.5 million (H1 2008: £0.9 million)
Planned expenditure on controlled investments of £0.7 million (H1 2008: £1.5 million)
Fair value of investment portfolio £6.4 million (30 April 2008 £7.3 million); the reduction being £0.9 million relating to the Provexis share price
Resultant loss before tax £1.3 million (H1 2008: profit £2.8 million)
Operational Highlights
Group
Continued growth in Management services business.
Portfolio
Aguru Images and Geomerics both secure early revenues.
Parsortix achieves a world break-through by isolating foetal cells in maternal blood.
Provexis equity placing raises £2.5 million.
Uncertainty arising over Q1 2010 payment from the sale of Acolyte: fair value held at £1.9 million.
Garth Selvey, Chairman, commented:
'ANGLE is continuing to grow its specialist Management services business. It will also retain and manage its investments in a small number of increasingly cash independent companies which ANGLE has founded and developed. The medium term business plan envisages growing trading profits from Management services enhanced by income from dividend, milestone, royalty and capital returns from its investments.'
Enquiries:
ANGLE plc |
01483 685830 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director Collins Stewart Europe Limited Mark Connelly, Stewart Wallace Scott Harris Stephen Scott, James O'Shaughnessy, Harry Dee Buchanan Communications Richard Darby |
0207 523 8350 0207 653 0030 0207 466 5000 |
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
Results
Trading profits from Management services increased by 52% to £0.8 million for the half year (H1 2008: £0.5 million). This was offset by planned expenditure on the controlled investments, which was down 56% at £0.7 million (H1 2008: £1.5 million) and by the costs of operating, managing and developing the portfolio, which reduced by 52% to £0.5 million (H1 2008: £0.9 million).
The share price of Provexis plc, ANGLE's only quoted investment, fell during the half year and this resulted in a write down of £0.9 million. The fair value of the investment portfolio, other than Provexis, was maintained during the half year at £6.3 million. After the Provexis write down, the loss before tax was £1.3 million (H1 2008: profit £2.8 million).
Overheads and investment requirements have been substantially reduced across the business. Consequently, ongoing cash requirements across the Group are now lower and sustainable on an ongoing basis.
Management services
ANGLE's Management services business is cash generative and has continued to grow profitably with turnover up 33% at £2.4 million for the half year (H1 2008: £1.8 million). The business is being developed to deliver continuing growth in the underlying core Management services business after the completion of the Qatar contract this year.
The Management services business is resilient as a result of its established long term contracts primarily for public sector clients. Moreover there are some signs that ANGLE's customers may seek to establish additional contracts in order to respond to the current economic conditions.
Portfolio companies
ANGLE has a portfolio of investments in high growth technology companies in the IT and software and medical and life sciences sectors. ANGLE's approach to investment is to retain large equity stakes in a small number of portfolio companies with high growth potential so as to be able to control and manage these investments to maximise the eventual return to ANGLE shareholders. As a result, ANGLE has holdings ranging from 47% to 82% in its four high potential return investments.
ANGLE's controlled investments are consolidated so that their fair value is not on the balance sheet and their operating costs are expensed in the results.
During the half year, the high potential return investments have continued to make progress. Most notably, after the half year end, Novocellus, ANGLE's 82% IVF embryo viability subsidiary announced a corporate deal subject to contract. This has the potential to deliver substantial returns to ANGLE from milestone payments and royalties for many years.
The adverse market conditions have resulted in a severe lack of venture capital investment on reasonable terms. ANGLE has therefore focused its portfolio companies on revenue generation and corporate deals.
Cashflow
Cash was carefully managed during the half year and at £0.4 million is in line with management expectations. The reduction in cash during the half year was as a result of discretionary investment expenditure on our controlled investments.
With continuing strong management of overheads, the cash generated by the core Management services business will cover the management of the portfolio to enable value to be realised.
Outlook for the full financial year
ANGLE is looking to continue growth in its specialist Management services business. It will also retain and manage its investments and holdings in a small number of increasingly cash independent companies which ANGLE has founded and developed. The medium term business plan envisages growing trading profits from Management services enhanced by returns from dividend, 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, clean tech and renewable energies are directly relevant to major growth markets of the future.
Garth Selvey
Chairman
28 January 2009
ANGLE plc
OPERATIONS SUMMARY
Introduction
During the half year, ANGLE developed its profitable Management services business and even in difficult market conditions succeeded in progressing its portfolio companies against key milestones. Expenditure on controlled investments was carefully managed within available resources.
Management services
Efforts to grow the Management services business ahead of the planned completion of the Qatar Science & Technology Park contract at the end of March 2009 are progressing. Turnover was up by 33% at £2.4 million for the half year (H1 2008: £1.8 million) and profits were up by 52% at £0.8 million (H1 2008: £0.5 million).
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.
ANGLE is proactively driving its business development efforts in each of its major markets and, notwithstanding increased competition, is confident of securing additional long term contracts. An example of such a contract secured during the half year was the long term management contract of the London Development Agency's Knowledge Connect Programme where the contract value has been increased by £1.7 million to £5.4 million over three years.
ANGLE was selected following a competitive tendering process on the basis of its experience in delivering similar business support programmes in London, UK wide and internationally. Additionally ANGLE has developed techniques which it was able to demonstrate have secured successful knowledge transfer from academic and research institutions across the World and that have measurable business benefits for a wide range of SMEs.
Portfolio companies
ANGLE's portfolio of investments comprises both controlled and non-controlled investments.
The non-controlled investments are held on the balance sheet at a fair value of £6.4 million (30 April 2008: £7.3 million). The fall in value during the half year was solely in respect of Provexis, a quoted investment in the nutraceuticals / heart health sector whose share price declined notwithstanding its successful £2.5 million fund raising during the half year. The fair value of the other non-controlled investments was maintained during the period.
The deferred consideration due in respect of the sale of the investment in Acolyte Biomedica (medical diagnostics / MRSA detection) is subject to dispute between the former Acolyte shareholders and the purchaser. Legal advice has been received that the former Acolyte shareholders have a strong case and the fair value of this receivable has been maintained at £1.9 million. ANGLE does not believe that it will be exposed to any significant legal costs in this matter.
Geomerics (computer games middleware), in which ANGLE holds 47%, is benefitting from the robust performance of the computer games market and is building a strong pipeline of customers for its Enlighten product.
Controlled investments are consolidated as subsidiaries and not shown at fair value on the balance sheet. During the half year, a further £0.7 million was invested in these companies and expensed.
Aguru Images (digital imaging), has secured and successfully completed its first commercial sale with a major film maker in Los Angeles. Worth over $150,000, the contract utilised two out of three of Aguru's proprietary devices to measure faces, materials and objects for several visual effects shots on a major feature film. The digital imagery developed in this way allows the creation of extremely realistic special effects as well as improvement in the production efficiency and reduction in costs.
Parsortix (medical diagnostics / foetal cell capture) has achieved a world break-through by isolating foetal cells in maternal blood. Pregnant women have a very small number of their baby's cells circulating in their blood. There are thought to be at most one foetal cell in 500 million maternal cells. Parsortix has developed a patent protected micro fluidic device which, when 1.5 ml of the mother's blood is flowed through the device, can for the first time capture these foetal cells for analysis. A number of multinationals have already expressed interest in Parsortix and ANGLE is now focused on completing development of the product and securing regulatory approval.
Progress in the second half
Novocellus (medical diagnostics IVF embryo viability) has agreed Heads of Terms, which remain subject to contract, for MediCult a/s (OSE: MEC), a leader in Assisted Reproductive Technologies (ART) to acquire its patented, non-invasive embryo selection technology, EmbryoSure™. MediCult are ideally placed to complete the final trials and market EmbryoSure. MediCult's leading market position in global IVF gives Novocellus access to the largest IVF customer base in the world for sale of the EmbryoSure product. ANGLE has an 82% holding in Novocellus and we believe that the success based milestone and royalty arrangements provide ANGLE with the potential for exceptional returns on its investment.
ANGLE is considering corporate deals for other companies in its portfolio and will provide an update to shareholders as appropriate. In the future the Company may benefit from a range of cashflows including profits from the Management services business, capital gains from the sale of investments, dividends from trading investments, and returns from milestone payments from corporate partners and ongoing and potentially substantial royalty payments.
ANGLE plc
CONSOLIDATED INTERIM INCOME STATEMENT
FOR THE SIX MONTHS ENDED 31 OCTOBER 2008
|
Note |
Six months ended |
Year ended |
|
|
|
31 October |
31 October |
30 April |
|
|
2008 |
2007 |
2008 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
|
|
|
|
|
Turnover |
3 |
2,523,653 |
1,836,634 |
3,873,477 |
|
|
|
|
|
Change in fair value |
6 |
(912,039) |
4,837,686 |
3,911,031 |
|
|
|
|
|
Operating costs |
|
|
|
|
Management services |
|
(1,665,111) |
(1,324,983) |
(2,732,866) |
Ventures |
|
(451,511) |
(938,097) |
(1,579,409) |
Controlled investments |
|
(657,715) |
(1,487,857) |
(2,254,897) |
Share based payments |
|
(106,244) |
(156,593) |
(258,751) |
Restructuring charges |
|
- |
- |
130,359 |
|
|
_____________ |
_____________ |
_____________ |
|
|
(2,880,581) |
(3,907,530) |
(6,695,564) |
|
|
|
|
|
Operating profit / (loss) |
|
(1,268,967) |
2,766,790 |
1,088,944 |
|
|
|
|
|
Finance income |
|
12,267 |
32,870 |
49,524 |
Finance costs |
|
2,785 |
(3,571) |
(17,751) |
|
|
_____________ |
_____________ |
_____________ |
Net finance income |
|
15,052 |
29,299 |
31,773 |
|
|
_____________ |
_____________ |
_____________ |
Profit / (loss) before tax |
|
(1,253,915) |
2,796,089 |
1,120,717 |
|
|
|
|
|
Profit/ (loss) before Controlled investments and tax |
|
(641,827) |
4,329,620 |
3,416,059 |
Controlled investments |
|
(612,088) |
(1,533,531) |
(2,295,342) |
|
|
|
|
|
Tax |
4 |
(118,942) |
68,841 |
89,199 |
|
|
_____________ |
_____________ |
_____________ |
|
|
|
|
|
Profit / (loss) for the period |
|
(1,372,857) |
2,864,930 |
1,209,916 |
|
|
=========== |
=========== |
=========== |
Earnings / (loss) per share |
5 |
|
|
|
Basic and Diluted (pence per share) |
(5.13) |
10.72 |
4.52 |
ANGLE plc
CONSOLIDATED BALANCE SHEET
AS AT 31 OCTOBER 2008
|
Note |
31 October |
31 October |
30 April |
|
|
2008 |
2007 |
2008 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Non-controlled investments |
6 |
4,373,504 |
3,991,667 |
4,373,504 |
Other receivables |
6 |
1,902,724 |
1,902,724 |
1,902,724 |
Property, plant and equipment |
|
66,470 |
91,410 |
71,723 |
Intangible assets |
|
194,126 |
270,330 |
191,529 |
|
|
_______________ |
_______________ |
_______________ |
Total non-current assets |
|
6,536,824 |
6,256,131 |
6,539,480 |
|
|
|
|
|
Current assets |
|
|
|
|
Non-controlled investments |
6 |
130,292 |
2,490,099 |
1,042,331 |
Trade and other receivables |
|
677,128 |
604,235 |
628,025 |
Cash and cash equivalents |
|
397,685 |
1,068,702 |
970,197 |
|
|
_______________ |
_______________ |
_______________ |
Total current assets |
|
1,205,105 |
4,163,036 |
2,640,553 |
|
|
_______________ |
_______________ |
______________ |
Total assets |
|
7,741,929 |
10,419,167 |
9,180,033 |
|
|
============== |
============== |
============= |
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 payment reserve |
|
1,628,673 |
1,788,458 |
1,522,429 |
Other reserves |
|
2,553,356 |
2,553,356 |
2,553,356 |
Translation reserve |
|
(342,570) |
(193,478) |
(297,311) |
Retained earnings |
|
(13,945,053) |
(11,452,438) |
(12,617,357) |
ESOT shares |
|
(355,453) |
(370,000) |
(355,453) |
|
|
_______________ |
_______________ |
_______________ |
Total equity |
|
5,954,181 |
8,741,126 |
7,220,892 |
|
|
_______________ |
_____________ |
_____________ |
Liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
Controlled investments - convertible loans |
|
185,678 |
72,202 |
125,976 |
|
|
_____________ |
_____________ |
_____________ |
Total non-current liabilities |
|
185,678 |
72,202 |
125,976 |
Current liabilities |
|
|
|
|
Trade and other payables |
|
1,473,111 |
1,592,158 |
1,828,605 |
Obligations under finance leases |
|
- |
13,681 |
4,560 |
Taxation |
|
128,959 |
- |
- |
|
|
_____________ |
_____________ |
_____________ |
Total current liabilities |
|
1,602,070 |
1,605,839 |
1,833,165 |
|
|
_____________ |
_____________ |
_____________ |
Total liabilities |
|
1,787,748 |
1,678,041 |
1,959,141 |
|
|
_____________ |
_____________ |
_____________ |
Total equity and liabilities |
|
7,741,929 |
10,419,167 |
9,180,033 |
|
|
================== |
================== |
================== |
ANGLE plc
CONSOLIDATED CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 31 OCTOBER 2008
|
Six months ended |
Year ended |
|
|
31 October |
31 October |
30 April |
|
2008 |
2007 |
2008 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
£ |
£ |
£ |
Operating activities |
|
|
|
Operating profit / (loss) |
(1,268,967) |
2,766,790 |
1,088,944 |
Depreciation of property, plant and equipment |
21,019 |
28,666 |
49,518 |
Amortisation of intangible assets |
814 |
90,189 |
92,574 |
Exchange differences |
(16,407) |
(10,477) |
(6,551) |
(Increase) / decrease in trade and other receivables |
(41,568) |
125,890 |
132,696 |
Increase / (decrease) in trade and other payables |
(356,203) |
(296,821) |
(84,708) |
Income tax received |
44,960 |
118,882 |
118,882 |
Change in fair value of Non-controlled investments |
912,039 |
(4,837,686) |
(3,911,031) |
Share based payments |
106,244 |
156,593 |
258,751 |
|
_____________ |
_____________ |
_____________ |
Net cash from / (used in) operating activities |
(598,069) |
(1,857,974) |
(2,260,925) |
|
|
|
|
Investing activities |
|
|
|
Purchase of property, plant and equipment |
(8,390) |
(6,004) |
(19,528) |
Disposal of property, plant and equipment |
- |
776 |
1,485 |
Purchase of intangible assets |
(985) |
(36,252) |
(28,722) |
Provision of convertible loans |
- |
(47,000) |
(47,000) |
Proceeds from sale of investments |
- |
360,848 |
538,692 |
Deemed disposal of subsidiaries |
- |
- |
(20,260) |
Purchase of ESOT shares |
- |
- |
- |
Interest paid |
(2,012) |
(2,025) |
(2,717) |
Interest received |
13,417 |
42,083 |
49,458 |
|
_____________ |
_____________ |
_____________ |
Net cash from / (used in) investing activities |
2,030 |
312,426 |
471,408 |
|
|
|
|
Financing activities |
|
|
|
Capital elements of finance lease contracts |
(4,560) |
(9,120) |
(18,242) |
Proceeds from issue of convertible loans |
28,087 |
72,202 |
226,788 |
|
_____________ |
_____________ |
_____________ |
Net cash from / (used in) financing activities |
23,527 |
63,082 |
208,546 |
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
(572,512) |
(1,482,466) |
(1,580,971) |
|
|
|
|
Cash and cash equivalents at start of period |
970,197 |
2,551,168 |
2,551,168 |
|
_____________ |
_____________ |
_____________ |
Cash and cash equivalents at end of period |
397,685 |
1,068,702 |
970,197 |
|
=========== |
=========== |
=========== |
ANGLE plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 OCTOBER 2008
Attributable to equity holders of the Group
|
|
|
Share based
|
|
|
|
|
|
|
Issued
|
Share
|
payment
|
Other
|
Translation
|
Retained
|
ESOT
|
Total
|
|
capital
|
premium
|
reserve
|
reserves
|
reserve
|
earnings
|
shares
|
Equity
|
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
At 1 May 2007
|
2,713,293
|
13,701,935
|
1,713,289
|
2,553,356
|
(193,813)
|
(14,420,638)
|
(370,000)
|
5,697,422
|
For the period to 31 October 2007
|
|
|
|
|
|
|
|
|
Consolidated profit / (loss)
|
|
|
|
|
335
|
2,864,930
|
|
2,865,265
|
Share based payments
|
|
|
178,439
|
|
|
|
|
178,439
|
Deemed disposal of subsidiaries
|
|
|
(103,270)
|
|
|
103,270
|
|
-
|
|
___ ______
|
___ _______
|
___ ______
|
___ ______
|
___ ______
|
___ ________
|
___ ______
|
_____ _____
|
At 31 October 2007
|
2,713,293
|
13,701,935
|
1,788,458
|
2,553,356
|
(193,478)
|
(11,452,438)
|
(370,000)
|
8,741,126
|
For the period to 30 April 2008
|
|
|
|
|
|
|
|
|
Consolidated profit / (loss)
|
|
|
|
|
(103,833)
|
(1,655,014)
|
|
(1,758,847)
|
Share based payments
|
|
|
110,046
|
|
|
|
|
110,046
|
Released on forfeiture / lapse
|
|
|
(145,391)
|
|
|
145,391
|
|
-
|
Utilised on share schemes
|
|
|
|
|
|
|
14,547
|
14,547
|
Deemed disposal of subsidiaries
|
|
|
(230,684)
|
|
|
230,684
|
|
-
|
Partial disposal of subsidiaries
|
|
|
|
|
|
114,020
|
|
114,020
|
|
___ ______
|
___ _______
|
___ ______
|
___ ______
|
___ ______
|
___ ________
|
___ ______
|
___ _______
|
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
|
Partial 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
|
|
==========
|
==========
|
==========
|
==========
|
=========
|
===========
|
==========
|
==========
|
Share based payment reserve
The share based payment reserve account is used for the corresponding entry to the share based payments charged through: a) the income statement for staff incentive arrangements in the Group; b) the income statement for staff incentive arrangements in the controlled investments; and c) the balance sheet 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 2007 |
1,260,154 |
73,463 |
379,672 |
1,713,289 |
Acquired intellectual property |
|
|
27,014 |
27,014 |
Deemed disposal of subsidiaries |
- |
(21,357) |
(87,081) |
(108,438) |
Charge for the period |
113,816 |
42,777 |
- |
156,593 |
|
_________ |
_________ |
_________ |
_________ |
At 31 October 2007 |
1,373,970 |
94,883 |
319,605 |
1,788,458 |
Acquired intellectual property |
- |
- |
1,333 |
1,333 |
Deemed disposal of subsidiaries |
- |
(48,985) |
(175,144) |
(224,129) |
Charge for the period |
99,943 |
2,215 |
- |
102,158 |
Release on forfeiture / lapse |
(145,391) |
- |
- |
(145,391) |
|
_________ |
_________ |
_________ |
_________ |
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 |
|
========== |
========== |
========= |
========= |
ANGLE plc
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 31 OCTOBER 2008
1. Basis of preparation and accounting policies
The Condensed Interim Financial Statements in this document do not constitute statutory financial statements for the purposes of s434 of the Companies Act 2006. The Statutory Financial Statements for the year ended 30 April 2008 ('Report and Accounts 2008') have been filed with the Registrar of Companies. The auditor's report on those Financial Statements, which were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), was unqualified and did not contain statements under s237(2) or s237(3) of the Companies Act 1985.
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 2008 (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 2008. The presentation of the Condensed Interim Financial Statements is consistent with the Report and Accounts 2008. 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 2008.
The Condensed Interim Financial Statements were approved by the Board and authorised for issue on 28 January 2009.
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 2008, 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 Income Statement.
- Non-controlled investments - Progeny® companies where the Group does not have control. These
investments are held on the Balance Sheet at fair value, with changes in fair value passing through the
Income Statement.
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 Income Statement.
3 Turnover
The breakdown of turnover by business segment is set out below:
|
Six months ended |
Year ended |
|
|
31 October |
31 October |
30 April |
|
2008 |
2007 |
2008 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
£ |
£ |
£ |
Turnover |
|
|
|
Management services |
2,431,491 |
1,828,877 |
3,834,543 |
Ventures |
26,222 |
7,757 |
26,727 |
Controlled investments |
65,940 |
- |
12,207 |
|
___________ |
___________ |
___________ |
|
2,523,653 |
1,836,634 |
3,873,477 |
|
========== |
========== |
========== |
Turnover from Management services represents fees received from clients. Turnover 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. Turnover from Controlled investments represents the turnover 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 new 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 loss of £1.4 million (6 months to 31 October 2007: profit £2.9 million, year to 30 April 2008: profit £1.2 million).
The basic and fully diluted earnings / (loss) per share are based on 26,773,382 weighted average ordinary 10p shares (6 months to 31 October 2007: 26,721,430 - restated for the deduction of ESOT shares not previously taken into account; year to 30 April 2008: 26,745,485). 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 on
the Consolidated Balance Sheet In the six months to 31 October 2008 net costs before
taxation relating to Controlled investments of £0.6 million (H1 2008: £1.5 million) were charged to
the Income Statement.
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 on the balance sheet 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 2007 |
- |
1,812,197 |
1,812,197 |
Investments |
89,461 |
- |
89,461 |
Disposals |
- |
(360,848) |
(360,848) |
Fair value gain on deemed disposal of subsidiary |
3,991,667 |
- |
3,991,667 |
Change in fair value |
(89,461) |
1,038,750 |
949,289 |
|
____________ |
____________ |
____________ |
At 31 October 2007 |
3,991,667 |
2,490,099 |
6,481,766 |
Disposals |
- |
(177,844) |
(177,844) |
Fair value gain on deemed disposal of subsidiary |
381,837 |
- |
381,837 |
Change in fair value |
- |
(1,269,924) |
(1,269,924) |
|
____________ |
____________ |
____________ |
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 |
|
=========== |
=========== |
=========== |
ANGLE's holding in Provexis plc was valued at £0.3 million at market price on 28 January 2009.
|
6 months ended
|
31 October
|
|
2008
|
2007
|
|
£
|
£
|
Deemed loss from net assets no longer consolidated
|
-
|
(103,270)
|
Fair value gain on deemed disposal of subsidiary
|
-
|
3,991,667
|
Change in fair value of investments
|
(912,039)
|
949,289
|
Change in fair value
|
(912,039)
|
4,837,686
|
|
=======
|
=======
|
Other receivables
ANGLE's Progeny® company Acolyte Biomedica was sold in February 2007. ANGLE's share of the proceeds was an initial £0.9 million in cash and an earn-out of up to £4.7 million receivable early in 2010. A fair value of £1.9 million of this potential £4.7 million earn-out was held on ANGLE's balance sheet under the 'Other receivables' category as at 30 April 2008 and 31 October 2007.
During the period a dispute has arisen between the former Acolyte shareholders and the purchaser. The Company has received legal advice that there is a strong case and that it is highly probable the action will succeed. The matter is currently being pursued by the major shareholder with the other shareholders reserving their rights; therefore ANGLE has limited exposure to any litigation costs at this stage.
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 current fair value, but note that the value may be revised in the future as further information becomes available.
7 Shareholder communications
The announcement is being sent to all shareholders on the register on 29 January 2009. Copies of this announcement are posted on the Company's website www.ANGLEplc.com and are available from
Buchanan Communications and the Company's registered office: 3 Frederick Sanger Road, Surrey
Research Park, Guildford, GU2 7YD.