Interim Results

Release Date: 29 January 2010 GB00B39J5N63 Scancell Holdings plc (`Scancell Holdings' or `the Company') Interim Results for the six month period to 31 October 2009 Scancell (SCLP.PL), the developer of therapeutic cancer and infectious disease vaccines based on its patented ImmunoBody® platform, is pleased to announce the interim results for the six month period ended 31st October 2009 (`the period'). Highlights: * Licensing agreement signed with Merck KGaA for two key patents required for further development and commercialisation of protein ImmunoBody® vaccines * Agreement signed with Ichor Medical Systems to use Ichor's TriGrid™ electroporation device for the delivery of SCIB1 * Signed a research agreement with ImmunoVaccine Technologies Inc. to explore IVT's DepoVax™ delivery system for future use with Scancell's ImmunoBody® DNA infectious disease and animal health vaccines Post Period Highlights: * GMP production of SCIB1 vaccine completed successfully with excellent yield * PharmaNet Development Group appointed to conduct and manage the SCIB1 clinical trial David Evans, Non-Executive Chairman of Scancell, commented: "The Company is on track with its clinical programme as outlined in our admission document in 2008, and we look forward to further progress during the current year, as SCIB1 enters Phase I clinical trials." A copy of this announcement is available for download on the Company's website at http://www.scancell.co.uk/ The interim financial information is not audited. For further information contact: Professor Lindy Durrant Scancell Holdings Plc + 44 (0)207 245 1100 Kirsty Corcoran/John Bick Hansard Communications +44 (0)207 245 1100 +44 (0)7515 588 947 Ross Andrews Zeus Capital + 44 (0)161 831 1512 About Scancell Scancell is developing novel therapeutic vaccines for the treatment of cancer and infectious diseases based on its groundbreaking ImmunoBody® technology platform. Scancell's first cancer vaccine SCIB1 is being developed for the treatment of melanoma and will enter clinical trials in early 2010. Treating cancer by vaccination allows small non-toxic doses of a vaccine to be administered to a patient, stimulating an immune response. Effective cancer vaccines need to target dendritic cells to stimulate both parts of the cellular immune system; the helper cell system where inflammation is stimulated at the tumour site; and the cytotoxic T-lymphocyte or CTL response where immune system cells are primed to recognise and kill specific cells. A limitation of many cancer vaccines currently in development is that they cannot specifically target dendritic cells in vivo. Several groups have demonstrated successful vaccination by growing dendritic cells ex vivo, pulsing them with tumour antigens and re-infusing them. However, this procedure is patient specific, time consuming and expensive. Scancell has developed its breakthrough patent protected ImmunoBody® technology to overcome these limitations. An ImmunoBody® is a DNA vaccine encoding a human antibody or fusion protein engineered to express helper cell and CTL epitopes from tumour antigens over-expressed by cancer cells. Antibodies are ideal vectors for carrying T cell epitopes from tumour antigens as they can effectively target dendritic cells via their Fc receptors, allowing efficient stimulation of high avidity and high frequency helper and CTL responses. The ImmunoBody® technology can be adapted to provide the basis for treating any tumour type and may also be of potential utility in the development of vaccines against hepatitis, HIV and other chronic infectious diseases. Overview: During the period Scancell has continued on course towards its target of starting Phase I clinical trials with its first therapeutic cancer vaccine for melanoma, SCIB1, during H1 2010. The Company is pleased to have completed the Good Manufacturing Practice (`GMP') manufacture of its SCIB1 vaccine on schedule, and is delighted to have appointed a leading clinical research organisation (`CRO') to manage the clinical trial. Financial: Profit and Loss Account The Company made an overall operating loss for the period of £629,788 (2008: £ 263,929), reflecting the increased costs of its development programme as outlined in further detail below. Interest receivable amounted to £1,782 (2008: £23,978), reflecting both reduced cash balances and lower prevailing interest rates. The tax credit of £33,876 (2008: £21,825), reflected the higher level of development expenditure qualifying for R&D tax credit. The overall loss for the period was £594,130 (2008: £ 218,126). Balance Sheet The cash at bank at the period end was £1,104,229 (2008: £2,220,479). ImmunoBody® Platform progress: The Company is pleased to report that it has continued to advance and develop its core technology, the ImmunoBody® Platform during the period. SCIB1, Scancell's lead ImmunoBody® product, is a melanoma vaccine that has repeatedly shown good anti-tumour effects in animal studies. Scancell's patent-protected ImmunoBody® vaccines overcome the current limitations of most cancer vaccines by generating the high-avidity T-cells that kill cancer cells. The Immunobody® platform technology can be adapted to provide the basis for treating any tumour type. It may also be utilised in the development of vaccines against chronic infectious diseases including hepatitis and HIV. In July 2009, Scancell successfully secured a licensing agreement with Merck KGaA (`Merck'), for two key patents required for the further development and commercialisation of protein ImmunoBody® vaccines. Under the agreement, Scancell has non-exclusive worldwide rights to use the two patents for the further development and commercialisation of ImmunoBody® vaccines in all therapeutic areas in both humans and animals. Merck was granted by Scancell an option to negotiate an exclusive license under Scancell's ImmunoBody® platform technology for up to five Merck targets. In addition, Scancell signed a research agreement with Canadian vaccine development company ImmunoVaccine Technologies Inc. (`IVT'), to explore using IVT's DepoVax™ delivery system for Scancell's novel ImmunoBody® DNA vaccines. DepoVax™ has the potential to be a more practical delivery method for Scancell's future ImmunoBody® DNA infectious disease and animal health vaccines for which alternative delivery methods such as electroporation may be less suitable. SCIB1 progress: Scancell signed an agreement with Ichor Medical Systems ('Ichor') in July 2009, to use Ichor's TriGrid™ electroporation device for the delivery of SCIB1 during Scancell's forthcoming pre-clinical and clinical studies of SCIB1. In vivo electroporation is widely regarded as an effective method of enhancing the potency of DNA vaccines by up to 100 -fold compared to conventional methods of delivery. Scancell is confident that TriGrid™ will provide the most effective delivery system for its SCIB1 melanoma vaccine as it enters clinical trials. Post period, SCIB1 has been successfully manufactured to GMP standards. The yield was excellent and over 1200 vials have now been filled and stored for the clinical trial. SCIB1 has completed is pre-clinical toxicology. There was no toxicity apart from treatment-related local effects at the injection site; a result of the administration and electroporation procedure, but these effects were of only minimal to moderate severity, and were almost completely resolved within four weeks. Good high avidity T cell responses were observed. In November 2009, Scancell was pleased to announce the appointment of a world-leading oncology CRO, PharmaNet Development Group (PharmaNet), to run its SCIB1 clinical trials. The Company has also appointed Oxford Immunotech to monitor T cell avidity in the SCIB1 trial. The clinical trial protocol, investigators brochure and clinical trial insurance were all finalised on time and on budget and the Gene Therapy Advisor Committee (GTAC) application was submitted in late December 2009. The two Medical and Healthcare products Regulatory Authority (`MHRA') submissions will be submitted in January. Scancell is also in late stage negotiations to acquire a worldwide non-exclusive licence to the melanoma antigens TRP 2 and gp100 from the US Public Health Service. Scancell has also signed a research agreement with British vaccine company Adjuvantix Ltd (`Adjuvantix') to explore using Adjuvantix's anti-CD40 adjuvant for Scancell's novel ImmunoBody® protein vaccines. In contrast to Scancell's DNA vaccines, which do not require an adjuvant, protein ImmunoBody® vaccines require an adjuvant to elicit the optimum T cell response. Adjuvantix's anti-CD49 adjuvant, which is a potent T cell adjuvant, may prove suitable for this purpose. SCIB2: Scancell has produced and tested a range of potential candidates from which a second ImmunoBody® vaccine, SCIB2, will be selected and tested to the animal proof of principle stage. Arana Therapeutics: Under an agreement dated 1 December 2006, Scancell Limited sold its pre-clinical pipeline of cell killing monoclonal antibodies to Peptech UK Limited now part of Arana Therapeutics plc (`Arana') which itself has been acquired by Cephalon, Inc post 30 April 2009. Potentially there is a further payment due of £2,850,000 dependent upon achievement by December 2011 of a key milestone. The outcome of this milestone is uncertain but we continue to monitor the progress of the lead candidate through regular updates from Arana. Outlook: Scancell is on course in its development of SCIB1, and looks to continue its progress in line with the original plans as set out in the admission document when listing on PLUS in 2008. To be able to achieve this, the Company will need to raise additional funding as noted in the Final Results in September 2009. The Board is confident that this will be achieved as it is in advanced discussions to ensure that the substantial portion of the funding requirement will be fully underwritten. With that funding in place, the Company will be able to bring SCIB1 through its initial clinical phases and the Board remains confident that that it can create significant value for shareholders based on the clinical data generated over the next 2 years. Finally, thank you for your support and the continued dedication of all those involved with Scancell. David Evans Chairman Scancell Holdings plc 29 January 2010 Unaudited Consolidated Profit and Loss Account Notes Unaudited six Unaudited six Year ended months to 31 months to 31 30April 200 October 2009 October 2008 9 £ £ £ TURNOVER - - - Cost of sales 425,178 129,158 713,278 GROSS LOSS (425,178) (129,158) (713,278) Administrative expenses 242,373 134,771 401,579 (667,551) (263,929) (1,114,857) Other operating income 2 37,763 - 212,631 OPERATING LOSS 4 (629,788) (263,929) (902,226) Interest receivable and 1,782 23,978 57,282 similar income LOSS ON ORDINARY ACTIVITIES (628,006) (239,951) (844,944) BEFORE TAXATION Tax on loss on ordinary 5 (33,876) (21,825) (184,913) activities LOSS FOR THE FINANCIAL PERIOD (594,130) (218,126) (660,031) AFTER TAXATION Basic earnings per share 5.78 2.67 7.17 (pence) for loss attributable to equity shareholders BASIC EARNINGS PER SHARE Basic earnings per share is calculated by dividing the net loss for the year attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year. Earnings per share have been calculated in the net basis on the loss on ordinary activities after taxation of £594,130 (31 October 2008 - £218,126 and 30 April 2009 - £660,031) using the weighted average number of ordinary shares in issue of 10,275,551 (31 October 2008 - 8,168,085 and 30 April 2009 - 9,203,513) CONTINUING OPERATIONS None of the company's activities were acquired or discontinued during the current period. TOTAL RECOGNISED GAINS AND LOSSES The company has no recognised gains and losses other than the losses for the current period or the previous periods. Unaudited Consolidated Balance Sheet Notes 31 October 31 October 2008 30 April 2009 2009 £ £ £ FIXED ASSETS Tangible assets 8 79,437 75,729 82,265 Investments 9 - - - 79,437 75,729 82,265 CURRENT ASSETS Debtors 10 214,496 81,681 404,590 Cash in bank and in hand 1,104,229 2,220,479 1,519,070 1,318,725 2,302,160 1,923,660 CREDITORS Amounts falling due within 11 153,098 91,891 166,731 one year NET CURRENT ASSETS 1,165,627 2,210,269 1,756,929 TOTAL ASSETS LESS CURRENT 1,245,064 2,285,998 1,839,194 LIABILITIES CAPITAL AND RESERVES Called up share capital 13 102,756 102,022 102,756 Share premium 14 1,425,306 1,430,939 1,425,306 Merger reserve 14 5,043,428 5,043,428 5,043,428 Profit and loss account 14 (5,326,426) (4,290,391) (4,732,296) 16 1,245,064 2,285,998 1,839,194 Unaudited Company Balance Sheet Notes 31 October 31 October 30 April 200 2009 2008 9 £ £ £ FIXED ASSETS Tangible assets 8 - - - Investments 9 76,030 76,030 76,030 76,030 76,030 76,030 CURRENT ASSETS Debtors 10 1,317,459 1,458,300 1,378,958 Cash at bank 25,620 - - 1,343,079 1,458,300 1,378,958 CREDITORS Amounts falling due within 11 45,525 1,369 15,624 one year NET CURRENT ASSETS 1,297,554 1,456,931 1,363,334 TOTAL ASSETS LESS CURRENT 1,373,584 1,532,961 1,439,364 LIABILITIES CAPITAL AND RESERVES Called up share capital 13 102,756 102,022 102,756 Share premium 14 1,425,306 1,430,939 1,425,306 Profit and loss account 14 (154,478) - (88,698) 16 1,373,584 1,532,961 1,439,364 Unaudited Consolidated Cash Flow Statement Notes Unaudited six Unaudited six Year ended months to 31 months to 31 30 April October 2009 October 2008 2009 £ £ £ Net cash outflow from 17 (587,152) (258,177) (1,216,070) operating activities Returns on investments and 18 1,782 23,978 57,282 servicing of finance Taxation 141,525 - 38,962 Capital Expenditure (8,496) - (23,383) (452,341) (234,199) (1,143,209) Financing 18 37,500 1,456,931 1,664,532 (Decrease)/Increase in cash (414,841) 1,222,732 521,323 in the period Reconcilliation of net cash 19 flow to movements in net funds Increase in cash in the (414,841) 1,222,732 521,323 period Change in net funds resulting (414,841) 1,222,732 521,323 from cash flows Movement in net funds in the (414,841) 1,222,732 521,323 period Net funds at 1 May 1,519,070 997,747 997,747 Net funds at 31 October/30 1,104,229 2,220,479 1,519,070 April Notes to the Unaudited Consolidated Financial Statements 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention. Basis of preparation The interim report for the six month period, does not comprise full accounts within the meaning of the Companies Act 2006. The interim financial information is not audited. Basis of consolidation The consolidated accounts include the accounts of the company and its subsidiary undertaking. The group consists of the parent company and Scancell Limited, the combination took place on 3rd June 2008 and is accounted for as a merger following the requirement of Financial Reporting Standard 6 'Acquisitions and mergers' and in compliance with Paragraph 11 of Schedule 6 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008. Basis of comparative information The comparative consolidated profit and loss account has been presented as if the merger took place on the first day of each financial period presented and as though the Group, as presently constituted, had been in existence throughout these periods. The figures for the year to 30 April 2009 have been extracted from the audited Scancell Limited accounts Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. Plant and machinery - 25% on reducing balance Computer equipment - 33% on reducing balance Deferred tax Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date, to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based in current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted. Research and development Expenditure on research and development is written off in the year in which it is incurred. Hire purchase and leasing commitments Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. Grants received Grants are recognised as income over the period necessary to match them with the related costs which they are intended to compensate. Investments in subsidiaries Investments in subsidiaries are stated in the parent company's balance sheet at cost less any provisions for impairment. Cash at bank and in hand Cash and deposits comprise cash at bank and in hand, including short term deposits with a maturity date of three months or less. 2. OTHER OPERATING INCOME Unaudited Unaudited six Year ended six months months to 31 30 April to 31 October 2008 2009 October 2009 £ £ £ Sundry receipts 263 - 131 Government grants 37,500 - 212,500 37,763 - 212,631 During the period grants amounting to £37,500 were receivable by the company, of this £37,500 was not received by the period end, and is included within other debtors. 3. STAFF COSTS Unaudited Unaudited six Year ended six months months to 31 30 April to 31 October 2008 2009 October 2009 £ £ £ Directors' salaries 14,000 14,000 14,000 Wages and salaries 84,216 73,271 131,138 Social security costs 8,769 6,201 13,751 106,985 93,472 158,889 The average monthly number of employees during the period was as follows: Unaudited Unaudited six Year ended six months months to 31 30 April to 31 October 2008 2009 October 2009 Research employees 4 3 4 Other employees 1 1 1 5 4 5 4. OPERATING LOSS The operating loss is stated after charging: Unaudited Unaudited six Year ended six months months to 31 30 April to 31 October 2008 2009 October 2009 £ £ £ Other operating leases 7,307 6,917 14,056 Depreciation - owned assets 11,324 10,923 27,770 Auditor's Remuneration - fees payable - - 6,000 for the audit of the company Auditor's Remuneration - fees payable - - 6,000 for the audit of subsidiary company Research and development expenditure 420,804 144,917 709,283 Directors' emoluments and other 14,000 14,000 37,725 benefits etc 5. TAXATION Analysis of the tax credit The tax credit on the loss on ordinary activities for the year was as follows: Unaudited six Unaudited six Year ended months to 31 months to 31 30 April October 2009 October 2008 2009 £ £ £ Current tax: (33,876) (21,825) (48,158) UK corporation tax Adjustment to prior years' Corporation - - (136,755) tax provision Tax on (loss)/profit on ordinary (33,876) (21,825) (184,913) activities The subsidiary company has tax losses to carry forward against future profits of approximately £2,900,000 (31 October 2008 - £2,350,000 and 30 April 2009 - £ 2,700,000) A deferred tax asset has not been recognised in respect of these losses as the company does not anticipate sufficient taxable profits to arise within the immediate future to fully utilise them. The estimated value of the deferred tax asset not recognised, measured at a standard rate of 21% is £609,000 (31 October 2008 - £493,500 and 30 April 2009 - £567,000). 6. LOSS OF THE PARENT COMPANY As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements. The parent company made a loss of £65,780 in the period to 31 October 2009. (31 October 2008 - £nil and 30 April 2009 - £88,698). 7. MERGER INFORMATION Scancell Limited and Scancell Holdings plc merged on 6th June 2008, this was effected by the existing shareholders of Scancell Limited being give 4 shares in Scancell Holdings plc for each of their original shares, this transfer was completed on 14th July 2008. No significant accounting adjustments were required to achieve consistency of accounting policies as a result of the merger. Scancell Limited had losses of £37,239 prior to the merger, and had net assets of £1,009,954. Scancell Holdings Plc had losses in the current period of nil prior to the merger, and had net assets of nil at that time. The comparative results in these financial statements relate wholly to Scancell Limited. 8. TANGIBLE FIXED ASSETS Group Plant and machinery £ COST At 1 May 2009 277,011 Additions 8,496 And 31 October 2009 285,507 DEPRECIATION At 1 May 2009 194,746 Charge for period 11,324 At 31 October 2009 206,070 NET BOOK VALUE At 31 October 2009 79,437 At 30 April 2009 82,265 9. FIXED ASSET INVESTMENTS Company Shares in group undertakings £ COST At 1 May 2009 76,030 And 31 October 2009 NET BOOK VALUE At 31 October 2009 76,030 At 30 April 2009 76,030 The group or the company's investments at the balance sheet date in the share capital of companies include the following: Subsidiary Unaudited six Unaudited six Year ended 30 months to 31 months to 31 April 2009 October 2009 October 2008 Scancell Limited Nature of business: Discovery and development of treatments for cancer % Class of shares: holding Ordinary 100.00 £ £ £ Aggregate capital and (52,491) 829,066 475,860 reserves Loss for the period (528,351) (218,126) (571,333) 10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Group Unaudited six Unaudited six Year ended 30 months to 31 months to 31 April 2009 October 2009 October 2008 £ £ £ Trade debtors - 8 8 Other debtors 37,500 16,116 138,271 Tax 82,034 65,557 189,683 Value added tax 36,190 - 74,187 Prepayments 58,772 - 2,441 214,496 81,681 404,590 Company Unaudited six Unaudited six Year ended 30 months to 31 months to 31 April 2009 October 2009 October 2008 £ £ £ Value added tax 11,507 - 24,207 Prepayments 25,011 7,880 - 36,518 7,880 24,207 Amounts falling due after more than one year: Amounts owed by group 1,280,941 1,450,420 1,354,751 undertakings Aggregate amounts 1,317,459 1,458,300 1,378,958 11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Group Unaudited six Unaudited six Year ended 30 months to 31 months to 31 April 2009 October 2009 October 2008 £ £ £ Trade creditors 31,843 30,555 77,971 Social security and other 82 7,838 4,582 taxes Other creditors 66,067 53,498 68,554 Accrued expenses 55,106 - 15,624 153,098 91,891 166,731 Company Unaudited six Unaudited six Year ended 30 months to 31 months to 31 April 2009 October 2009 October 2008 £ £ £ Trade creditors 26,629 - - Social security and other - - - taxes Other creditors 1,438 1,369 - Accrued expenses 17,458 - 15,624 45,525 1,369 15,624 12. OPERATING LEASE COMMITMENTS Company Unaudited six Unaudited six Year ended 30 months to 31 months to 31 April 2009 October 2009 October 2008 £ £ £ Expiring Within one year 12,596 - 12,596 Between one and five years - - - 13. CALLED UP SHARE CAPITAL Allotted, issued Class: Nominal Unaudited Unaudited six Year ended and fully paid: value: six months months to 31 30 April to 31 October 2008 2009 Number: October 2009 10,275,551 Ordinary 1p 102,756 102,022 102,756 shares 102,756 102,022 102,756 On 3rd June 2008 the company issued 6,267,500 1p ordinary shares at par on the basis of 4 shares for every one share held in Scancell Limited. On 15th July 2008 the company issued 1,335,548 1p ordinary shares at par on the basis of 4 shares for every one share held in Scancell Limited, in accordance with the drag along provisions. Following this transfer the merger of Scancell Limited and Scancell Holdings plc was complete. On 22nd September 2008, the company was listed on the plus market and 2,599,170 Ordinary Shares of 1p each were issued as fully paid at a premium of 59p per share. On 19 December 2008, the company issued 73,333 new shares of 1p each in lieu of advisory fees relating to the admission of the company onto the PLUS-quoted market, fully paid at a premium of 59p per share. Share options The company had the following share options in place at 31 October 2009. The Chairman, Mr D E Evans, was granted 304,000 options in Scancell Holdings Plc exercisable at 60 pence per share. These options shall vest and become capable of exercise according to the following schedule: Number of Shares Vested over which Net Exit value Option Granted Between £5m & £15m 76,000 Between £15m & £25m 152,000 Over £25m 304,000 The Company has granted options to subscribe for the Company's shares to various persons. The share options that were granted are as follows: Date granted Exercise price Number of shares April 2009 25p 5,864 December 2008 50p 29,000 January 2009 60p 14,500 April 2009 94p 2,932 December 2008 £3.125 12,000 64,296 14. RESERVES For the six months ended 31 October 2009 Group Totals Profit & Loss Share Premium Merger Reserve A/c £ £ £ £ At May 1st 2009 1,736,438 (4,732,296) 1,425,306 5,043,428 Deficit for the period (594,130) (594,130) - - At 31 October 2009 1,142,308 (5,326,426) 1,425,306 5,043,428 Company Totals Profit & Loss A Share Premium /c £ £ £ Profit for the period 1,336,608 (88,698) 1,425,306 Premium on share issue (65,780) (65,780) - At 31 October 2009 1,270,828 (154,478) 1,425,306 For the six months ended 31 October 2008 Group Totals Profit & Loss Share Premium Merger Reserve A/c £ £ £ £ At May 1st 2008 971,163 (4,072,265) - 5,043,428 Deficit for the period (218,126) (218,126) - - Premium on share issue 1,533,510 - 1,533,510 - Share issue expenses (102,571) - (102,571) - At 31 October 2008 2,183,976 (4,290,391) 1,430,939 5,043,428 Company Totals Profit & Loss A Share Premium /c £ £ £ Profit for the period - - - Premium on share issue 1,533,510 - 1,533,510 Share issue expenses (102,571) - (102,571) At 31 October 2009 1,430,939 - 1,430,939 For the year ended 30 April 2009 Group Totals Profit & Loss Share Premium Merger Reserve A/c £ £ £ £ At May 1st 2008 971,163 (4,072,265) - 5,043,428 Deficit for the period (660,031) (660,031) - - Premium on share issue 1,576,776 - 1,576,776 - Share issue expenses (151,470) - (151,470) - At 30 April 2009 1,736,438 (4,732,296) 1,425,306 5,043,428 Company Totals Profit & Loss Share Premium A/c £ £ £ Deficit for the period (88,698) (88,698) - Premium on share issue 1,576,776 - 1,576,776 Share issue expenses (151,470) - (151,470) At 31 October 2009 1,336,608 (88,698) 1,425,306 15. RELATED PARTY DISCLOSURES During the period the following directors provided consultancy services to the company as follows: Professor L Durrant £28,750 (31/10/2008: £ (30/04/2009: £ 12,555) 42,659) Mr D Evans £15,000 (31/10/2008: £ (30/04/2009: £ 15,000) 21,250) Mr N J Evans £5,335 (31/10/2008: £325) (30/04/2009: £ 8,520) Dr R M Goodfellow £30,936 (31/10/2008: £ (30/04/2009: £ 15,739) 48,059) Mr T M Rippon £2,475 (31/10/2008: £nil) (30/04/2009: 2,475) At the period end the following balances were outstanding: Professor L Durrant £nil (31/10/2008: £ (30/04/2009: £nil) 5,886) Mr D Evans £15,000 (31/10/2008: £ (30/04/2009: £ 15,000) 6,250) Mr N J Evans £nil (31/10/2008: £nil) (30/04/2009: £ 3,100) Dr R M Goodfellow £6,069 (31/10/2008: £ (30/04/2009: £ 6,371) 6,068) Mr T M Rippon £2,888 (31/10/2008: £nil) (30/04/2009: £nil) All of the above were conducted on normal commercial terms. 16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Group Unaudited six Unaudited Year ended months to 31 six months 30 April October 2009 to 31 2009 October 2008 £ £ £ Loss for the financial year (594,130) (218,126) (660,031) Share capital issued - 1,559,502 1,603,502 Share issue expenses - (102,571) (151,470) Net addition to shareholders' funds (594,130) 1,238,805 792,001 Opening shareholders' funds 1,839,194 1,047,193 1,047,193 Closing shareholders' funds 1,245,064 2,285,998 1,839,194 Company Unaudited six Unaudited Year ended months to 31 six months 30 April October 2009 to 31 2009 October 2008 £ £ £ Loss for the financial year (65,780) - (88,698) Share capital issued - 1,559,502 1,603,502 Share issue expenses - (102,571) (151,470) Share capital issued to subsidiary - 76,030 76,030 company Net addition to shareholders' funds (65,780) 1,532,961 1,439,364 Opening shareholders' funds 1,439,364 - - Closing shareholders' funds 1,373,584 1,532,961 1,439,364 17. RECONCILIATION OF OPERATING LOSSES TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Unaudited six Unaudited Year ended months to 31 six months 30 April October 2009 to 31 2009 October 2008 £ £ Operating loss (629,788) (263,929) (902,226) Depreciation charges 11,324 10,923 27,770 Government grants (37,500) (212,500) Decrease/(Increase) in debtors 82,445 (8,710) (207,494) Increase in creditors (13,633) 3,539 78,380 Net cash outflow from operating (587,152) (258,177) (1,216,070) activities 18. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT Unaudited Unaudited six Year ended six months months to 31 30 April to 31 October 2008 2009 October 2009 £ £ £ Returns on investment and servicing of finance Interest received 1,782 23,978 57,282 Net cash inflow for returns on 1,782 23,978 57,282 investments and servicing of finance Financing Share issue - 1,559,502 1,603,502 Share issue expenses - (102,571) (151,470) Government grant 37,500 - 212,500 Net cash inflow from financing 37,500 1,456,931 1,664,532 19. ANALYSIS OF CHANGES IN NET DEBT For the six months ended 31 October 2009 At 01.05.09 Cash flow At 31.10.09 £ £ £ Net cash: Cash in bank and in hand 1,519,070 (414,841) 1,104,229 1,519,070 (414,841) 1,104,229 Total 1,519,070 (414,841) 1,104,229 For the six months ended 31 October 2008 At 01.05.08 Cash flow At 31.10.08 £ £ £ Net cash: Cash in bank and in hand 997,747 1,222,732 2,220,479 997,747 1,222,732 2,220,479 Total 997,747 1,222,732 2,220,479 For the year ended 30 April 2009 At 01.05.08 Cash flow At 30.04.09 £ £ £ Net cash: Cash in bank and in hand 997,747 521,323 1,519,070 997,747 521,323 1,519,070 Total 997,747 521,323 1,519,070 20. CONTINGENT ASSETS Under an agreement dated 1 December 2006 the subsidiary company sold its pre-clinical pipeline of cell killing monoclonal antibodies to Peptech (UK) Ltd (now Arana Therapeutics plc) for an initial consideration of £2,000,000 with a further amount of £2,850,000 payable to Scancell Limited if certain performance criteria are achieved. Payment of this amount is conditional on the antibodies reaching certain performance criteria within a period of five years from the date of completion of the sale. The likelihood of this further amount being received is uncertain and the financial statements do not reflect any amounts that may be due in the future. 21. GOING CONCERN The Directors have reviewed the funding position for the forward period and considered the viability of business plans and budgets. These show that it can continue to trade into 2010. The Directors consider that based on the funding it has and the further steps being taken, the Company will be able to meet all it's obligations for the foreseeable future. Accordingly, the Directors consider that the going concern basis is appropriate for the preparation of these financial statements.

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