Final Results

Billam PLC 09 June 2003 BILLAM PLC Preliminary results for the year ended 31 December 2002 CHAIRMAN'S STATEMENT 2002 was a difficult year for both the technology and biotechnology sectors. The ability to raise capital for projects which do not show almost immediate returns has proven challenging. Billam however has emerged from this period with significant stakes in several excellent businesses. 2002 was a year when several of Billam's investee companies successfully expanded through merger and take-over. The executives have continued to work hard despite these circumstances. We are confident that Billam will show progress in 2003. CHIEF EXECUTIVE'S REPORT Executive Report Most of the companies in the portfolio have made significant progress either by commercialising their technologies to produce organic growth or in some cases by selective acquisition. This emphasis has been particularly important in the current financial climate. Investment policy Our investment policy this year has focused on the existing investments, particularly those investee companies which offered and continue to offer the best opportunities for uplift in value. Since 1 January 2003 the Company has realised part of its portfolio and used the cash generated for working capital and new investment. It plans to continue this policy for the foreseeable future. Investment activity Organic growth and improved financial performance have been the key drivers for investee companies within the portfolio. Performance in the year 1 January 2001 to 31 December 2001 The performance against benchmark indices identified in previous years is as follows; Net assets per share fell by 21% in the year. FTSE Techmark All share index 51% FTSE All share index 25% FTSE AIM index 33% Outlook for the portfolio Over the past two years financial markets have been depressed and sentiment has been against early stage investments in technology businesses. Despite the adverse financial climate which has affected both the pace of development and the funding available to the companies overall there has been significant progress with poor performances being offset by some very good ones. In the second half of 2002 the Group improved its performance showing a recovery in total return of £649,000 compared to the interim results at 30 June 2002. We believe that the financial markets should begin to appreciate the value added to our portfolio companies over the next 12 months allowing additional opportunities for corporate transactions and flotations. Communications Billam's website (Billamplc.co.uk) is regularly updated with Company and portfolio news. Shareholders and others can obtain updates by email if they register on the site. PORTFOLIO REVIEW Each company in the portfolio of investments is described below. The strategy employed has been to identify market opportunities and companies run by experienced management seeking to exploit those markets. Autonomics Limited Autonomics has continued to develop a sophisticated financial modelling tool which will be adapted for specific market applications particularly as a tool for financial analysts, corporate financiers and the finance departments of major businesses. CybIT Holdings plc CybIT is one of the leading and fastest growing telematics service providers in the UK. Since buying Fleetstar from Trafficmaster plc, CybIT's management has been able to demonstrate their ability to integrate acquisitions, build businesses and improve profitability. In the past 12 months CybIT has announced significant partnership agreements with established market leaders such as Norwich Union, Lex Vehicle Leasing and brs. At the end of 2002 CybIT announced a strategic acquisition of Drive IT, a software business which facilitates improved management of vehicle rental fleets or pools. EiRx Pharma Limited A unique and synergistic technology mix formed by a merger of three companies. A business model which should generate medium and long-term revenue streams from therapeutic development (EiRx Therapeutics Limited) with immediate revenue generation from activities of CuDoS Limited (non-animal in vitro disease modelling and toxicity testing technology and services) and of Physiomics plc (systems biological knowledge, mathematical simulation and software based products and services). Fulcrum Pharma plc Fulcrum Pharma is an independent public company that is the first to offer global virtual drug development and strategic outsourcing services to the pharmaceutical and biotechnology industries. Henderson Morley plc Henderson Morley specialises in carrying out preliminary sourcing and screening of candidates to combat diseases caused by the Herpes family of viruses and certain other DNA viruses. It has chosen to adopt a model whereby its products are to be out-licenced to a commercial partner. The partner company will assume the responsibility of progressing candidates through the clinical trial process, and then use the pharmaceutical partners infrastructure/distribution for finished products. In May 2003 it announced that Croma Pharma GmbH has signed a patent licence for the development of the eye application of ICVT (Ionic Contra Viral Therapy). The licence granted is an exclusive licence to manufacture and sell the product in a number of agreed territories. Inaplex Limited Inaplex is the first developer of data integration software to be an accredited technical partner of Frontrange, Sales Logix and Microsoft for CRM packages. In the past year the Company has become approved by Sales Logix and Microsoft and has been building sales via dealer networks in the UK and US. The Company has refined its business model in the past 12 months concentrating on becoming the lead supplier of this type of software for this application and increasing the value per sale. Users include British Airways and BUPA. IVU Traffic Technologies AG Berlin, Germany IVU is a leading developer of software for telematic solutions and logistics. 2002 was a year of reorganisation and rationalisation following the rapid expansion in 2001. The emphasis has been on improving the Company's financial performance and focusing on the core business. It was able to announce major new orders to use its products in Italian municipal transport, S-Bahn Munchen a major light railway in Germany, on the new Bangkok underground systems, with the largest private railway operator in France and Connex Group, a leading private railway operator in Germany. Knowledge Technology Solutions plc KTS specialises in supplying large amounts of data over a narrowband connection at low cost. Its first products provide information on financial markets to subscribers including real time share and currency prices with trading facilities to any PC or laptop. It announced sales to major institutions including Royal London Asset Management, Prudential Bache, and Singer & Friedlander in the past year. Medi Info Net Limited Medi Info Net acquired the assets of Danum Group in July 2002. Danum Group had previously ceased trading and been put into liquidation when its shareholders could not agree to provide further finance. The total investment by Billam plc in Danum Group was written-off. Medi Info Net was set up with a lower cost base. It supplies intranets with content to NHS' Primary Care Trusts as well as providing other IT software and services. The first intranet was installed and has worked well since commissioning. Re-organisations within the NHS and specifically related to IT projects have impacted on Medi Info Net's progress. Sirus Pharma Limited Sirus (previously named Syngenix Limited) is an emerging speciality pharmaceutical company focused upon the improvement of established drugs to treat diseases of the nervous system. The Company is achieving this through the targeting of drugs to the site of action in the nervous system, by utilizing sophisticated delivery systems and by modification of the chemical properties of medications of proven efficacy. Sirus has a rich pipeline of preclinical and clinical stage products in various phases of development based upon its suite of proprietary platform technologies covering pain, emesis, epilepsy and insomnia. TigerEx Group Limited TigerEx has delivered a cross BORDER='0' trading facility for shares and currency. Based in the Far East it has bases in Hong Kong and Australia. The Company launched its service in 2002, although the service has proven efficacy the Company has been adversely affected by the depressed capital markets. A decision to sell this company has been taken by the management. TRI-MEX Group Limited TRI-MEX is a provider of telematic services specialising in security applications particularly high value goods and assets. It has in the past year increased revenues, forged partnerships with 22 insurers and registered 25 major international companies as customers. It launched a new lower cost service, Eurowatch, with wide appeal to all European cross-border freight transporters which by June 2003 had signed up 10,000 vehicles and is signing contracts with several vehicle manufacturers. Subsidiary undertakings Billam AG - The Company has a 100% interest in Billam AG, a company registered in Switzerland. Billam AG's business is to make and manage investments in quoted companies. URCO plc - The Company, through its subsidiary undertakings, has a 90.91% interest in URCO Plc. URCO Plc's business is to make and manage investments in start-up and early stage companies. World Life Sciences Limited - The Company, through its subsidiary undertakings, has a 100% interest in World Life Sciences Limited. World Life Sciences Limited makes and manages investments in start up and early stage bio-technology companies. CONSOLIDATED STATEMENT OF TOTAL RETURN (incorporating the revenue account) For the year ended 31 December 2002 2002 2002 2002 2001 2001 2001 £'000 £'000 £'000 £'000 £'000 £'000 Capital Revenue Total Capital Revenue Total (Losses)/gains on (1,912) - (1,912) 2,841 - 2,841 investments Income - 157 157 - 510 510 ------- ------- ------- ------- ------- ------- Gross revenue and (1,912) 157 (1,755) 2,841 510 3,351 capital (deficit) /return Administrative - (650) (650) - (1,210) (1,210) expenses ------- ------- ------- ------- ------- ------- Net (deficit)/ (1,912) (493) (2,405) 2,841 (700) 2,141 return before finance costs and taxation ------- ------- ------- ------- ------- ------- Interest payable - (1) (1) - (1) (1) and similar charges ------- ------- ------- ------- ------- ------- (Deficit)/return (1,912) (494) (2,406) 2,841 (701) 2,140 on ordinary activities before taxation Tax on ordinary 483 155 638 (406) 150 (256) activities ------- ------- ------- ------- ------- ------- (1,429) (339) (1,768) 2,435 (551) 1,884 ------- ------- ------- ------- ------- ------- Minority (100) (13) (113) - 10 10 interests attributable to equity shareholders ------- ------- ------- ------- ------- ------- (Deficit)/return (1,529) (352) (1,881) 2,435 (541) 1,894 attributable to equity shareholders ======= ======= ======= ======= ======= ======= (Deficit)/return per ordinary share Basic and fully (0.13)p (0.03)p (0.16)p 0.27p (0.06)p 0.21p diluted ======= ======= ======= ======= ======= ======= The total revenue column of this statement is the profit and loss of the Group. All of the above results arise from continuing activities. The accompanying accounting policies and notes form an integral part of these financial statements. CONSOLIDATED balance sheet at 31 DECEMBER 2002 2002 2001 £'000 £'000 Fixed assets Negative goodwill - (60) Tangible assets 24 2 Investments 9,354 11,272 -------- -------- 9,378 11,214 -------- -------- Current assets Debtors 206 62 Cash at bank and in hand 12 863 -------- -------- 218 925 -------- -------- Creditors: amounts falling due within one year (719) (862) -------- -------- Net current (liabilities)/assets (501) 63 -------- -------- Total assets less current liabilities 8,877 11,277 Provision for liabilities and charges (118) (756) Minority interests (111) 2 -------- -------- 8,648 10,523 ======== ======== Capital and reserves Called up share capital 1,345 1,295 Share capital to be issued - 344 Share premium account 4,640 4,640 Other reserves Capital reserve realised (1,239) 190 Capital reserve unrealised 3,465 3,565 Merger reserve 1,736 1,680 Revenue account (1,299) (1,191) Shareholders' funds 8,648 10,523 ======== ======== CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December 2002 2002 2002 2001 2001 Note £'000 £'000 £'000 £'000 Net cash (outflow)/inflow from 4 (794) 220 operating activities Returns on investment and servicing of finance Interest paid (1) (1) ------- ------- Net cash outflow from returns on investment and servicing of finance (1) (1) Capital expenditure and financial investment Purchase of tangible fixed (36) - assets Purchase of investments (1,171) (1,498) Sale of investments 1,177 500 ------- ------- Net cash outflow from capital expenditure and financial investment (30) (998) Acquisitions Net cash acquired from purchase of subsidiary undertaking - 830 ------- ------- Deferred consideration and other costs on previous acquisitions (365) - ------- ------- Net cash (outflow)/inflow from (365) 830 acquisitions ------- ------- Net cash (outflow)/inflow before (1,190) 51 financing Financing Issue of share capital 344 50 ------- ------- Net cash inflow from financing 344 50 ------- ------- (Decrease)/increase in cash in 5 (846) 101 the year ======= ======= NOtes to the preliminary announcement 1 BASIS OF PREPARATION The preliminary announcement has been prepared under the historical cost convention, as modified by the revaluation of investment assets. The Group's accounts have been prepared in accordance with the Statement of Recommended Practice for investment trusts. The significant accounting policy of the Group is as follows; INVESTMENTS Listed investments are valued at mid market prices. Unlisted investments are valued at cost or with reference to available information including market prices of similar companies, latest dealings, accounting information and professional advice as appropriate in accordance with the guidelines issued by the British Venture Capital Association. Realised surpluses or deficits on the disposal of investments and permanent impairments in the value of investments are taken to capital reserve - realised, and unrealised surpluses and deficits on the revaluation of investments are taken to capital reserve - unrealised, as explained in the capital reserve policy below. 2 TAX ON ORDINARY ACTIVITIES The tax credit for the year is made up as follows: 2002 2002 2002 2001 2001 2001 £'000 £'000 £'000 £'000 £'000 £'000 Capital Revenue Total Capital Revenue Total Deferred tax 483 155 638 (406) 150 (256) ------- ------- ------- ------- ------- ------- 3 RETURN PER ORDINARY SHARE The return per ordinary share is based on the weighted average number of ordinary shares in issue during the year of 1,172,440,007 (2001: 883,160,990) and the following figures: 2002 2002 2002 2001 2001 2001 £'000 £'000 £'000 £'000 £'000 £'000 Capital Revenue Total Capital Revenue Total ======== ======== ======== ======== ======== ========= Return attributable to equity shareholders (1,529) (352) (1,881) 2,435 (541) 1,894 ======== ======== ======== ======== ======== ========= Return per (0.13)p (0.03)p (0.16)p 0.27p (0.06)p 0.21p ordinary ======== ======== ======== ======== ======== ========= shares All options outstanding during the year and at the year end were non-dilutive. 4 RECONCILIATION OF OPERATING (deficit)/return TO NET CASH FLOW FROM OPERATING ACTIVITIES 2002 2001 £'000 £'000 Operating (deficit)/return (2,405) 2,141 Write down investment in World Life Sciences plc to cost - (934) Depreciation 14 - Release of negative goodwill (60) - Loss/(gain) on sale of investments 1,429 (190) Unrealised decrease/(increase) in investment appreciation 483 (1,717) (Increase)/decrease in debtors (143) 379 (Decrease)/increase in creditors (112) 541 -------- -------- Net cash (outflow)/inflow from operating activities (794) 220 ======== ======== 5 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2002 2001 £'000 £'000 (Decrease)/increase in cash in the year (846) 101 -------- -------- Change in net funds resulting from cash flows (846) 101 Net funds at 1 January 2002 852 751 Net funds at 31 December 2002 6 852 ======== ======== 6 PUBLICATION OF NON-STATUTORY ACCOUNTS The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The summarised balance sheet at 31 December 2002 and the summarised profit and loss account, summarised cash flow statement and associated notes for the year then ended have been extracted from the Group's 2002 statutory financial statements upon which the auditors opinion is unqualified. Those financial statements have not yet been delivered to the Registrar. 7 ANNUAL GENERAL MEETING The Company's Annual General Meeting will be held at 11.00 am on Friday 25 July at the offices of KBC Peel Hunt, 111 Old Broad Street, London, EC2N 1PH. This information is provided by RNS The company news service from the London Stock Exchange

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