Final Results
Ilika plc
('Ilika,' the 'Company,' or the 'Group')
Financial Statements for year ended 30th April 2012
Ilika (AIM: IKA), the advanced cleantech materials discovery company, announces its audited full year results for the year ended 30 April 2012, a period which showed substantial growth in joint development and contract research revenues.
Ilika accelerates the discovery of new and patentable materials using its unique high throughput technologies process for identified end uses in the energy, electronics and biomedical sectors.
Financial highlights:
§ Revenues up 30% to £2.01m (2011: £1.54m)
§ Total revenue including other operating income up 21% to £2.30m (2011: £1.90m)
§ Gross profit up 35% to £0.82m (2011: £0.61m)
§ Loss before tax reduced to £2.84m (2011: £3.15m)
§ Loss per share reduced to 0.07p (2011: 0.08p)
§ Cash, cash equivalents and bank deposits of £5.3m (as at 30 April 2011: £2.8m)
Operational highlights
§ Development of thin film battery technology for man-portable batteries
§ Sigma-Aldrich partner has manufactured promising samples of hydrogen storage materials
§ Full-scale testing on lower-cost catalysts for fuel cells underway, with batches to be provided to automotive OEM's later in 2012
§ Strong growth in electronics sector driven by need for increased efficiency and diversification of materials
§ Increased business development activity in Asia, US and Europe continues to extend sales pipeline
§ Grant of a patent in the US, Japan and Canada covering core technology
§ Strong sales of Altrika's Myskin® and Cryoskin® for the treatment of burns patients in the UK - progress made towards international roll out
§ Placing which raised £4.6m after expenses in April 2012
Commenting on the results Ilika's Chairman, Jack Boyer, said: "As we move into the new financial year we are confident that we've firmly established a strong base to continue to grow the business. We have a strong IP portfolio and a number of joint development agreements with major partners that continue to make good progress.
We have strengthened the international reach of our business development activities and with early successes in the US and the appointment of a business development director in Germany, our sales pipeline for 2013 is growing and provides us with significant confidence for the future."
Ilika plc |
www.ilika.com |
Graeme Purdy, Chief Executive |
Tel: 023 8011 1400 |
Steve Boydell, Finance Director |
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Numis Securities Limited |
Tel: 020 7260 1000 |
Oliver Cardigan, Nominated AdviserJames Black, Corporate Broking |
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Walbrook PR Ltd |
Tel: 020 7933 8780 |
Paul McManus |
Mob: 07980 541 893 or paul.mcmanus@walbrookpr.com |
Paul Cornelius |
Mob: 07827 879 460 or paul.cornelius@walbrookir.com |
ILIKA plc
Financial Statements for year ended 30th April 2012
CHAIRMAN'S REVIEW
I am delighted to announce our second strong set of full year results as a public company. The financial year ended 30 April 2012 saw another year of substantial growth in joint development and contract research revenues, and we are well positioned to broaden our commercial pipeline and deliver full commercial success for our portfolio.
Financial Results
Revenue from operations for the year ended 30 April 2012 rose 30% to £2.01m (2011: £1.54m), and were supplemented by £0.29m of grant income (2011: £0.36m). As a result total revenue rose 21% to £2.30m (2011: £1.90m).
Revenue from operations relate to the payments made by Ilika's partners for research and development activities. The majority of these payments are associated with the development of materials for applications in energy storage and conversion, but projects in the electronics sector have increased significantly in the year. The Group also has a subsidiary that handles all biomedical products and development programmes. The revenue breakdown of the segmental performance is given below:
|
|
Year ended 30 April 2012 £ |
Year ended 30 April 2011 £ |
Movement % |
|
Energy |
1,005,823 |
1,101,448 |
-9% |
|
Electronics |
656,738 |
291,546 |
+125% |
|
Biomedical |
348,683 |
151,772 |
+130% |
|
Total |
2,011,244 |
1,544,766 |
|
During the period Grant funding was received from the Carbon Trust and the Technology Strategy Board ("TSB") to support a number of the Group's programmes for energy conversion and biomedical applications.
Gross profit increased by 35% to £0.82m (2011: £0.61m). Administration expenses in the year decreased by around £0.195m in comparison to the prior year.
We recorded a reduced loss before tax of £2.84m (2011: £3.15m), resulting in a reduced loss per share of 0.07p (2011: Loss of 0.08p).
Cash
As at 30th April 2012, the Group's cash position was £5.3m (2011: £2.8m). In early April 2012 we raised £4.6m, after expenses through a Placing at 55p to, amongst other things, enable the Group to fund the development of thin film battery technology for man-portable batteries. Investment in equipment in the year was £0.2m (2011: £0.67m) which has increased the Group's high-throughput capacity enabling the expected revenue growth to be achieved.
Outlook
As we move into the new financial year we are confident that we've firmly established a strong base to continue to grow the business. We have a strong IP portfolio and a number of joint development agreements with major partners that continue to make good progress.
We have strengthened the international reach of our business development activities and with early successes in the US and the appointment of a business development director in Germany, our sales pipeline for 2013 is growing and provides us with significant confidence for the future.
Finally I would like to thank the staff and Board for their hard work over the last year and their undoubted contribution to the growth of the business. I look forward to reporting on the continuing success of the Group over the coming year.
Jack Boyer
Chairman
18 July 2012
CHIEF EXECUTIVE'S REVIEW
Over the last twelve months Ilika has continued to build its business of developing innovative new materials for clean tech applications, particularly in the energy and electronics sectors. Ilika's proprietary high throughput platform for the rapid development of materials is a proven method for the rapid innovation of new materials and continues to strongly differentiate Ilika's approach from slower, traditional methods.
Although the past year has witnessed substantial disruption in some of the world's major economies, Ilika has continued to build its business, delivering 30% turnover growth relative to last year. The geographical revenue split shows that 79% of our turnover in the year came from Asia, up from 67% last year and therefore it has been particularly important for Ilika to work closely with its Japanese customers to understand the consequences of the natural disasters that affected the region in 2011. Due to the strength of its relationships in the region, Ilika was able to identify areas where it could support its partners' businesses, delivering substantial added value and growing its own business.
As economic pressures from stiffening global competition continue to mount on large multinationals, the market pull for improved functional materials to be integrated into new product lines is stronger than ever. Consumer demand for innovative branded products developed by our partners remains robust, so Ilika's business strategy of collaborating with large multinational customers, who are recognized as market leaders in their sectors, continues to be successful. Ilika has a portfolio of about 20 blue-chip customers including Asahi Kasei, CeramTec, DSTL, Energizer, NXP, Shell, Sigma Aldrich, Toshiba and Toyota.
In addition to increased financial momentum, Ilika's second full year as a public company has witnessed an increase in the Company's corporate profile, a broadening of its client base and a maturing of its portfolio of intellectual property. In April, Ilika was recognized by a New Energy Award at an event hosted at the Science Museum in London. The grant of a patent covering Ilika's core technology platform in the US, Japan and Canada was confirmed in May.
Energy
The demand for improved batteries, particularly for hybrid and electric vehicles, has been a major driver of growth at Ilika in 2011. In November, Ilika announced that it had delivered a presentation to the 52nd Battery Symposium in Tokyo on work that it had been carrying out with Toyota since February 2008 on the development of solid state electrolytes, one of the most important components of an all solid battery. Toyota is interested in developing improved batteries for its electric and hybrid vehicles. The next generation of batteries is targeting increased energy density, faster charge and recharge times as well as improved safety. With their increased thermal stability, simple construction, non-flammable electrolyte and increased energy density, solid state batteries meet many of these requirements. However, until now, making solid state batteries has posed technical challenges including identifying solid electrolytes with sufficiently high ionic conductivities, low electronic conductivity, low mechanical stress resulting from electrochemical cycling and reproducible high yield production methods.
To date, Toyota has invested £2.5 million on battery development through Ilika. As a result of their joint efforts in this field, in 2011 Toyota filed patent applications jointly-held by Toyota and Ilika. Under the terms of their IP sharing agreement with Toyota, each party has the right to commercialise the IP independently, subject to the other party's consent. Toyota and the Company have presented summaries of this technology at international technology symposia in Europe, Japan and the US. In the course of these presentations, the Company has met with representatives from the UK and US military who have shown specific interest in applying Ilika's battery technology for their purposes. Furthermore, these representatives of the UK and US military have confirmed that the expected performance of Ilika's battery technology meets the development requirements for man-portable batteries defined by the UK and US defence forces.
Estimates of market sizes for rechargeable batteries vary quite significantly (some estimates for the market size in 2010 range from $6 billion to $36 billion), but indicate that the addressable market is far in excess of the $1 billion threshold criterion that the Company typically seeks in its selected target markets. The Company estimates the market size for rechargeable batteries in the defence sector in 2015 to be approximately $2.5 billion.
Over the next 24 months, Ilika will be working closely together with its partners to develop its materials technology further to the point of a prototype battery. This development will be accomplished in three key phases. During Phase I the cell design for the battery will be optimised using the Company's existing laboratory facilities. In parallel, in cooperation with an equipment fabricator, the Company will design the device prototyping equipment. In Phase II the Company will build the device prototyping system and also build a multilayer cell architecture (a simple battery). Phase III involves the production of a limited number of prototype batteries using its prototyping equipment and confirmation with end-customers that the batteries meet their requirements. At this point, the Company intends to partner with a suitable manufacturer to integrate the materials into a final product and fully commercialise the technology.
In order to support its solid state battery technology programme, Ilika announced that it had successfully completed an equity placing of £4.9 million in April 2012, with 60% of the funds raised coming from new shareholders.
Battery technology is currently an exciting high growth opportunity, but Ilika has continued to progress other energy technologies which are expected to have a substantial commercial impact. In particular, hydrogen is a fuel which many analysts continue to support inter alia because of the higher energy density that can be achieved using hydrogen as an energy carrier. Ilika has a proprietary position with two technologies that are key to enabling the use of hydrogen as a fuel.
The first hydrogen-related technology is a material for storing hydrogen as a solid compound from which hydrogen can be released under controlled conditions. In June 2011, Ilika announced that it had entered into a collaboration with the US speciality chemicals company, Sigma Aldrich, to scale-up and commercialise Ilika's material. This scale-up collaboration has made good progress during 2011, with powder samples being prepared that show promising hydrogen capacity and reversibility. This work is expected to continue in 2012.
The second hydrogen-related technology is a lower-cost catalyst for use in fuel cells. Hydrogen can either be used in an internal combustion engine, or in a fuel cell. The former option has the advantage that existing combustion engines can be converted to run on hydrogen and therefore there is less of a hurdle for technology adoption. The latter option achieves a more efficient conversion of energy, but is currently too expensive for mass market adoption. Substantial cost reductions can be achieved by reducing fuel cell technology's dependence on platinum as a catalyst. Ilika's fuel cell catalyst technology has been shown to achieve the same power output for a third of the cost of platinum-based technology. Ilika's work in this area has been supported to date by the Carbon Trust. Full-scale catalyst testing is currently underway with an independent fuel cell testing organisation in the US and 2012 is expected to see Ilika providing batches of the catalyst to automotive OEM's for inclusion in their ongoing technology development programmes.
Electronics
From Ilika's perspective, the electronics sector has become increasingly attractive over the last year. Projects in the electronics sector now account for around 33% of the total turnover (2011: 19%). There are a number of significant drivers for this trend. The first is the need for increased energy efficiency of electronic systems. This efficiency is requiring improved capacitors, which are devices for storing electronic charge in many different industrial and consumer electronics applications. Ilika's technology is particularly well suited to the manufacture of the complex oxide materials which are ubiquitously used in these devices. The second driver is the gradual diversification of materials used in electronic devices. Traditionally, most electronic components were made using silicon, but miniaturization, increased data storage density and improved processing speeds can be achieved by incorporating other elements into system architecture.
In September 2011 Ilika announced its first major US electronics collaboration, which was the start of a commercial effort to replicate the growth story Ilika has achieved in Japan with a similar strategy in the US. However, Japan remains Ilika's major source of revenue in this sector, which is also a result of the fact that many of the world's leading electronics companies are based there. The addition of Toshiba to Ilika's customer portfolio in January 2012 was the latest success in Ilika's business development efforts in Asia.
Biomedical
Ilika operates a wholly-owned subsidiary, Altrika Ltd, which commercialises technology for biologically-functional medical (biomedical) devices.
At its facilities, located in Sheffield, UK, Altrika operates a high throughput laboratory for the rapid development of novel, biologically active materials. It also operates a Human Tissue Authority (HTA) approved clean room suite for the production of its wound care products, Myskin® and Cryoskin®. The clean room suite is validated to meet Good Manufacturing Practice (GMP) requirements.
Altrika is fully licensed by the HTA for the procurement, testing, processing, distribution and storage of human cells. In addition, Cryoskin® is licensed as a cell therapy by the Medicines and Healthcare products Regulatory Agency (MHRA). Over the past year, Myskin® and Cryoskin® have been used to successfully treat burns patients at most of the major burns units in the UK. Progress has been made in working with clinicians, distributors and regulatory authorities to support the roll out of these products in new jurisdictions.
Business Development Strategy
In the US the appointment of a full time business development resource based in California has started to yield results, with two substantive commercial relationships being established there in the last 12 months. Ilika has also continued to work with the JGW Group to represent its interests in acquiring business in the US defence industry. In addition, Ilika has reinforced its business development efforts in Europe with the appointment of a business development resource in Germany. Hence, Ilika now has direct business development professionals, reinforced by specialist agencies where appropriate, deployed in the three most significant geographies for its business: Japan, US and Germany. These initiatives have broadened Ilika's commercial pipeline, supporting sustained growth for the coming period.
Graeme Purdy
Chief Executive
18th July 2012
FINANCIAL REVIEW
Revenue for the year ended 30th April 2012 was £2.01m (2011: £1.54m), supplemented by £0.29m of grant income (2011: £0.36m).
Revenues relate to the payments made by Ilika's partners for research and development activities. The majority of these payments are associated with the development of materials for applications in energy storage and conversion, but projects in the electronics sector have increased significantly in the year and now account for around 33% of the total turnover (2011: 19%). Asian based customers continue to fund the majority of the Group's projects and growth in revenues of around 54% has been achieved from these customers. US based customer funded projects have increased significantly in the year, by more than tenfold, which have been generated by the US business development resource who was appointed halfway through the last financial year. Revenue generated from European based customers has decreased by around 63% in the year and a German based business development resource was appointed at the end of this financial year to address this.
Gross margin on revenues has improved from around 39% last year to around 41% this year. This is primarily due to the doubling of biomedical product sales in the year.
Grant funding was received from the Technology Strategy Board ("TSB") to support a number of the Group's programmes for biomedical applications and the Carbon Trust funding supported an energy conversion project.
Administration expenses in the year decreased by around £0.19m in comparison to the prior year. This decrease is due to a reduction in the share-based payment charge in the year of around £0.4m, which has been partially offset by an increase of around £0.21m in the Group's spend on Research and Development activities.
The Placing on 23rd April 2012, raised £4.6m, after expenses, to enable the Group to continue to develop its thin film battery technology. It was achieved at a share price of 55p, only slightly below the prevailing market price, with the majority of the funds coming from new investors. There was also strong participation from the board of Directors.
Investment in equipment in the year was £0.2m (2011: £0.67m) which has increased the Group's high-throughput capacity enabling the expected revenue growth to be achieved. As at 30th April 2012, the Group's cash position was £5.3m.
Steve Boydell
Finance Director and Company Secretary
18th July 2012
DIRECTORS' REPORT
The Directors present their report and the audited financial statements for Ilika plc ('Ilika') and its subsidiaries (the 'Group') for the year ended 30th April 2012.
Principal activities
The principal activity of Ilika and the Group is the discovery and development of novel materials for the energy, electronics and biomedical sectors.
Business review
A detailed review of the business, its results and future direction, together with the key performance indicators of turnover by business sector and geographical market, is included in the Chairman and Chief Executive's review.
Directors
The Directors who served on the board of Ilika during the year and to the date of this report were as follows:
Executive
Mr S Boydell (FD and Company Secretary)
Prof. B. E. Hayden (CSO)
Mr G. Purdy (CEO)
Non-Executive
Mr J. B. Boyer (Chairman)
Dr. W. Braun
Ms. C Spottiswoode CBE
Prof. Sir W Wakeham
Details of the Directors' remuneration and share options are shown in note 4 of these accounts.
The Group maintained directors' and officers' liability insurance cover throughout the period.
Principal risks and uncertainties
Commercial risk
The Group is subject to competition from competitors who may develop more advanced and less expensive alternative technology platforms, both for existing materials and for those materials currently under development. The Group is largely dependent on its partners to commercialise the end-products containing the Group's materials.
Financial risk
The Group is reliant on a small number of significant customers and partners. Termination of these agreements could have a material adverse affect on the Group's results or operations or financial condition. The Group expects to incur further operating losses as progress on development programmes continue. There can be no assurance that the Group will ever achieve significant revenues or profitability.
Intellectual property risk
The Group faces the risk that intellectual property rights necessary to exploit research and development efforts may not be adequately secured or defended. The Group's intellectual property may also become obsolete before the products and services can be fully commercialised.
Regulatory risk
The Group's materials and products are subject to various European and other legislative and regulatory requirements. Regulatory issues could lead to delays in development which take time and investment to resolve.
Post balance sheet events
On the 22nd May 2012, 60,000 Convertible Preference Shares were converted to Ordinary Shares.
Supplier payment policy
It is the Group's policy to settle debts with its creditors on a timely basis, taking best advantage of the terms and conditions offered by each supplier. As at 30th April 2012, the number of creditor days outstanding for the Group was 27 days (2011: 21 days).
Financial instruments
The Group's principal financial instrument comprises cash and this is used to finance the Group's operations. The Group has various other financial instruments such as trade credit facilities that arise directly from its operations. The Group places deposits surplus to short-term working requirements with a range of reputable UK based banks and building societies. These balances are placed at fixed rates of deposit with maturities between one and nine months. See note 17 for IFRS7 disclosure regarding financial instruments.
Results and dividends
The Consolidated Statement of Comprehensive Income for the year is set out on page 17. The Group's loss for the financial year after taxation was £2.7m (2011: £3.0m).
The Directors do not recommend the payment of a dividend.
Charitable and political donations
The Group made no charitable or political donations during the year (2011: Nil).
Research and development costs
In accordance with the policy outlined in note 1, the Group incurred research and development expenditure of £1,377k in the year (2011: £1,167k). Commentary on the major activities is given in the Chairman's review and Chief Executive review.
Auditors
All the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company's Auditors for the purposes of their audit and to establish that the Auditors are aware of that information. The Directors are not aware of any relevant audit information of which the Auditors are unaware.
A resolution to re-appoint BDO LLP will be proposed at the next Annual General Meeting.
Substantial shareholdings
On 30th June 2012 the Company had been notified of the following holdings of more than 3% or more of the issued share capital of the Company.
|
Shareholder |
No. of ordinary shares |
% shareholding |
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IP Group |
8,161,487 |
17.9 |
|
St Peter Port Capital |
6,018,924 |
13.2 |
|
Nomura International |
6,018,924 |
13.2 |
|
Ruffer LLP |
4,545,454 |
10.0 |
|
Mackin Holdings Inc |
4,117,647 |
9.1 |
|
Southampton Asset Management |
3,799,900 |
8.4 |
|
Artemis |
2,670,741 |
5.9 |
|
Southern Fox |
2,424,093 |
5.3 |
|
Nortrust Nominees |
1,830,991 |
4.0 |
|
Legal and General |
1,720,677 |
3.8 |
|
Wyvern |
1,598,039 |
3.5 |
Directors' responsibilities
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market ('AIM').
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
By order of the Board
Graeme Purdy
Chief Executive
18th July 2012
CORPORATE GOVERNANCE STATEMENT
The Board is accountable to the Company's shareholders for good corporate governance and it is the objective of the Board to attain a high standard of corporate governance. As an AIM listed company full compliance with the provisions of the UK Corporate Governance Code published in May 2010 (the 'Code') is not a formal obligation. The Company has not sought to comply with the full provisions of the Code, however it has sought to adopt the provisions that are appropriate to its size and organisation and establish frameworks for the achievement of this objective. This statement sets out the corporate governance procedures that are in place.
Board of directors
The Board of directors (the 'Board') consists of a Non-Executive Chairman, three Executive Directors and three Non-Executive Directors.
The responsibilities of the Non-Executive Chairman and the Chief Executive Officer are clearly divided. The Chairman is responsible for overseeing the running of the board, ensuring that no individual or group dominates the Board's decision making and ensuring that the non-executive directors are properly briefed on matters. Prior to each Board meeting, directors are sent an agenda and Board papers for each agenda item to be discussed. Additional information is provided when requested by the Board or individual directors.
The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day to day business activities of the Group through his chairmanship of the executive committee.
The Non-Executive Directors bring relevant experience from different backgrounds and receive a fixed fee for their services and reimbursement of reasonable expenses incurred in attending meetings.
The Board retains full and effective control of the Group. This includes responsibility for determining the Group's strategy and for approving budgets and business plans to fulfil this strategy. The full Board ordinarily meets bi-monthly.
The Company Secretary is responsible to the Board for ensuring that Board procedures are followed and that the applicable rules and regulations are complied with. All directors have access to the advice and services of the Company Secretary, and independent professional advice, if required, at the Company's expense. Removal of the Company Secretary would be a matter for the Board.
Performance evaluation
The Board has a process for evaluation of its own performance which is carried out annually.
Board Committees
As appropriate, the Board has delegated certain responsibilities to Board Committees as follows:
i) Audit Committee
The Audit Committee currently comprises Clare Spottiswoode CBE (Chairman), Professor Sir William Wakeham and Jack Boyer.
The Committee monitors the integrity of the Group's financial statements and the effectiveness of the audit process. The Committee reviews accounting policies and material accounting judgements. The Committee also reviews, and reports on, reports from the Group's auditors relating to the Group's accounting controls. It makes recommendations to the Board on the appointment of auditors and the audit fee. It has unrestricted access to the Group's auditors. The Committee keeps under review the nature and extent of non-audit services provided by the external auditors in order to ensure that objectivity and independence are maintained.
ii) Remuneration Committee
The Remuneration Committee currently comprises Dr Werner Braun (Chairman), Clare Spottiswoode CBE and Jack Boyer. It is responsible for making recommendations to the Board on remuneration policy for Executive Directors and the terms of their service contracts, with the aim of ensuring that their remuneration, including any share options and other awards, is based on their own performance and that of the Group generally.
iii) Nomination Committee
The Nomination Committee currently comprises Jack Boyer (Chairman), Professor Sir William Wakeham and Dr Werner Braun. It is responsible for providing a formal, rigorous and transparent procedure for the appointment of new directors to the board and reviewing the performance of the board each year.
Attendance at Board meetings and committees
The Directors attended the following Board and committees meetings during the year:
|
Attendance |
Board |
Audit |
Nomination |
Remuneration |
|
|
|
|
|
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Mr S. Boydell |
7/7 |
- |
- |
- |
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Mr J. B. Boyer |
7/7 |
2/2 |
1/1 |
2/2 |
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Dr. W. Braun |
7/7 |
- |
1/1 |
2/2 |
|
Prof. B. E. Hayden |
7/7 |
- |
- |
- |
|
Mr G. Purdy |
7/7 |
- |
- |
- |
|
Ms. C Spottiswoode |
7/7 |
2/2 |
- |
2/2 |
|
Prof. Sir W Wakeham |
6/7 |
2/2 |
1/1 |
- |
Risk management and internal control
The Board is responsible for the systems of internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. The Audit Committee reviews the effectiveness of these systems primarily by discussion with the external auditor and by considering the risks potentially affecting the Group.
The Group does not consider it necessary to have an internal audit function due to the small size of the administration function. Instead there is a detailed Director review and authorisation of transactions. The annual audit by the Group auditor, which tests a sample of transactions, did not highlight any significant system improvements in order to reduce risk.
The Group maintains appropriate insurance cover in respect of actions taken against the Executive Directors because of their roles, as well as against material loss or claims of the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.
Employment
The Board recognises its legal responsibility to ensure the well-being, safety and welfare of its employees and maintain a safe and healthy working environment for them and for its visitors. A Health and safety report is reviewed at each Board meeting and policies and procedures are independently reviewed to ensure compliance with best practice.
By order of the Board
Jack Boyer
Chairman
18th July 2012
CORPORATE AND SOCIAL RESPONSIBILITY STATEMENT
Ilika recognises the importance of approaching its responsibilities to corporate social responsibility (CSR) in a co-ordinated and committed fashion and we aim to ensure our approach to creating business growth manages environmental and social issues whilst delivering value for the company and its shareholders and continued benefit for society. This statement acknowledges our ambition to include CSR in all parts of our business.
Overall responsibility for developing and implementing our CSR policies on social, ethical and environmental matters and for reviewing their effectiveness lies ultimately with the Ilika Board. The board will regularly review the scope of the company strategy and report to stakeholders to ensure we remain focused on the material issues for the business.
Ilika's policies and procedures, including those relating to social, environmental, health and safety, employment and ethical matters, are reviewed by the management team regularly and are communicated to all employees through the staff handbook, email communications and regular company meetings. The management team report to the board to ensure the members are fully apprised of the status of the company's efforts in this area.
The Main areas of CSR at Ilika are:
· Health and Safety
· Environment and sustainability
· Employee rights
· Values and ethics
· Contribution to Society
Health and Safety
We recognise our responsibility to ensure the well-being, safety and welfare of our employees and to maintain a safe and healthy working environment for all of our employees and visitors. We understand that health and safety has positive benefits for the company and that a commitment to a high level of safety makes good business sense. As a business function, health & safety must continually progress and adapt to change.
Health and safety is considered at the highest level in the company with the ultimate responsibility resting with the board. Health and Safety is an agenda item at each board meeting and a full report is presented annually. Policies and procedures are independently reviewed by experts to ensure compliance with best practice and with the relevant health and safety legislation.
Environment and sustainability
Ilika is committed to achieving a real and sustainable positive impact on the broader community by adopting environmentally responsible policies. We believe that it is essential that both as a company and as individuals we should operate in an environmentally conscious manner. Our objective is to minimise the impact of our business activity on the environment wherever possible. This includes ensuring that our suppliers do likewise and we actively seek collaborations with those who are similarly aware of and active in this field.
This past year has seen us implement more initiatives within the business in furtherance of our policies. We have obtained copies of our suppliers CSR policies to ensure there is a good match with our objectives; we purchase recycled paper, preferably in bulk to avoid multiple deliveries; our printers are set to double-sided printing; each work station has recycling-only bins and we have increased the number of international teleconferences, thereby saving on travel.
Our ongoing objectives are to:
· Consider environmental issues in all of our decision making processes.
· Evaluate future energy usage to see how we can use low energy systems.
· Advise staff on the efficient use of energy and other utilities.
· Reduce travel on business where possible by the use of video and telephone conferencing.
· Use the most environmentally friendly mode of transport consistent with business needs.
· Encourage use of bicycles by offering our employees access to the HMRC Workcycle scheme
· Reduce overall the resources we use.
· Promote waste minimisation by recycling or finding other uses of by-products whenever economically viable.
· Reduce our letters and correspondence by using alternative electronic mechanisms.
· Use either recycled or FSC paper for all hard copy correspondence, wherever possible.
· Consider environmental criteria when choosing services and goods.
· Develop relationships with suppliers and contractors so that we all recognise our environmental responsibilities.
· Fundamentally Ilika will reduce its impact on the environment and ask that its employees, suppliers and customers do likewise.
Employee Rights
Ilika adheres to all legislation relating to employment rights and equal opportunities, with particular reference to non-discrimination on the basis of ethnic origin, religion, gender, age, marital status, disability or sexual orientation. However, our policies go beyond the legal requirements and we acknowledge our moral right to provide a safe and dignified working environment. We ensure that we maintain the highest level of integrity with regard to employees, customers and all others with whom we interact. We recognise the value that our employees create for the business and our commitment to training and personal development, together with remuneration policies, are designed to reward achievement and emphasise the importance of retaining staff.
Ilika will not tolerate discrimination, bullying or any kind of harassment within our business community. The concept of 'mutual respect' is one of our guiding principles. Employees are expected to abide by company rules and to be honest and considerate in their various roles. Internal procedures have been established to report grievances or suspected inappropriate behaviour to other individuals or organisations. Equally, the company will treat dishonest actions and accusations seriously; this may result in disciplinary action in accordance with company rules and disciplinary procedures.
Ethics and Values
Ilika supports the principles of the Universal Declaration of Human Rights through its business practices. This means that we support freedom from torture, unjustified imprisonment without fair trial and any other oppression. In addition, we support the right of any individual to have freedom of expression and religion, political representation or in respect of any other matter. Accordingly, we will not support or work with organisations which fail to uphold basic human rights within their influence, which are involved in the manufacture or transfer to an oppressive regime, or are involved in the manufacture of equipment used in the violation of human rights. Neither will we work with organisations which are involved in the funding or carrying out of terrorist activities.
Ilika will not provide support or work with organisations which do not conform to the most widely accepted standards for minimum labour rights or which do not cover the use of under-age or forced labour. We do not give or receive any bribes, extra contractual gratuities, inducements, facilitation fees or similar payments. Any gifts, whether in cash or kind, received by employees or the company in the course of normally accepted business entertainment are accepted subject to the prior written approval of the management. We do not donate (including sponsorship, subscriptions or provision of employee time or facilities) to any political party or similar organisation.
Contribution to society
Ilika accepts and acknowledges that we have a corporate responsibility towards society not only by paying taxes and creating and maintaining jobs but also by using our unique research skills to develop knowledge, skills and products which will ultimately benefit society. We actively support and encourage the study of science at all levels from pre GCSE through to degree level. We do this by sponsoring posters, hosting group visits of A level students and offering 6 month and 12 month placements to Masters students. We have accepted an invitation to sit on an Employability panel for a local Sixth form college to give guidance to students and teaching staff on improved employability for students and we have formed an 'Outreach group' consisting of representatives from both the Scientific and Management teams in which we consider and implement initiatives to support those studying the Sciences.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ILIKA PLC
We have audited the financial statements of Ilika plc for the year ended 30th April 2012 which comprise the consolidated statement of comprehensive income, the consolidated balance sheet, the parent company balance sheet, the consolidated cash flow statement, the parent company cash flow statement, the consolidated statement of changes in equity, the parent company statement of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company's members, as a body, in accordance with sections Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion:
· the financial statements give a true and fair view of the state of the Group's and the parent company's affairs as at 30th April 2012 and of the Group's loss for the year then ended;
· the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
· the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
· the parent company financial statements are not in agreement with the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not made; or
· we have not received all the information and explanations we require for our audit.
Kim Hayward (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
Southampton
United Kingdom
Date
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Consolidated statement of comprehensive income
|
|
Year ended 30th April |
||
|
|
Notes |
2012 |
2011 |
|
|
|
£ |
£ |
|
|
|
|
|
|
Revenue |
2 |
2,011,244 |
1,544,766 |
|
Cost of sales |
|
(1,187,769) |
(936,511) |
|
|
|
------- |
------- |
|
Gross profit |
|
823,475 |
608,255 |
|
|
|
|
|
|
Administrative expenses |
|
(3,958,050) |
(4,148,002) |
|
|
|
|
|
|
Other operating income |
5 |
293,253 |
357,014 |
|
|
|
------- |
------- |
|
Operating loss |
3 |
(2,841,322) |
(3,182,733) |
|
|
|
|
|
|
Financial income |
6 |
16,251 |
38,239 |
|
Financial expense |
7 |
(10,684) |
(9,458) |
|
|
|
------- |
------- |
|
Loss before tax |
|
(2,835,755) |
(3,153,952) |
|
Taxation |
8 |
125,470 |
106,468 |
|
|
|
------- |
------- |
|
Loss for period / total comprehensive income attributable to owners of parent |
|
(2,710,285) |
(3,047,484) |
|
|
|
------- |
------- |
|
Loss per share |
9 |
|
|
|
Basic |
|
(0.07) |
(0.08) |
|
Diluted |
|
(0.07) |
(0.08) |
|
|
|
------- |
------- |
|
|
|
|
|
Consolidated balance sheet
Company number 7187804
|
|
As at 30th April |
||
|
|
Notes |
2012 |
2011 |
|
|
|
£ |
£ |
|
ASSETS |
|
|
|
|
Non current assets |
|
|
|
|
Intangible assets |
10 |
61,863 |
61,794 |
|
Property, plant and equipment |
11 |
1,380,257 |
2,006,479 |
|
|
|
------- |
------- |
|
Total non current assets |
|
1,442,120 |
2,068,273 |
|
|
|
------- |
------- |
|
Current assets |
|
|
|
|
Inventory |
12 |
34,135 |
34,135 |
|
Trade and other receivables |
13 |
660,943 |
748,081 |
|
Current tax receivable |
8 |
125,470 |
122,733 |
|
Other financial assets - bank deposits |
14 |
4,000,000 |
1,500,000 |
|
Cash and cash equivalents |
15 |
1,299,072 |
1,303,924 |
|
|
|
------- |
------- |
|
Total current assets |
|
6,119,620 |
3,708,873 |
|
|
|
------- |
------- |
|
Total assets |
|
7,561,740 |
5,777,146 |
|
|
|
------- |
------- |
|
|
|
|
|
|
Issued capital and reserves attributable to owners of parent |
|
|
|
|
Issued share capital |
18 |
472,638 |
383,548 |
|
Share premium |
|
8,677,106 |
4,169,909 |
|
Capital restructuring reserve |
|
6,486,077 |
6,486,077 |
|
Retained earnings |
|
(8,916,868) |
(6,418,196) |
|
|
|
------- |
------- |
|
Total equity |
|
6,718,953 |
4,621,338 |
|
|
|
------- |
------- |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
16 |
835,243 |
1,125,631 |
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
Other payables |
16 |
7,544 |
30,177 |
|
|
|
------- |
------- |
|
Total liabilities |
|
842,787 |
1,155,808 |
|
|
|
------- |
------- |
|
Total equity and liabilities |
|
7,561,740 |
5,777,146 |
|
|
|
------- |
------- |
These financial statements were approved and authorised for issue by the Board of Directors on 18th July 2012.
Mr. J.B. Boyer
Chairman
Consolidated cash flow statement
|
|
Year ended 30 April |
|||
|
|
|
2012 |
2011 |
|
|
|
|
£ |
£ |
|
|
Cash flows from operating activities |
|
|
|
|
|
Loss before tax |
|
(2,835,755) |
(3,153,952) |
|
|
Adjustments for: |
|
|
|
|
|
Amortisation |
|
14,196 |
11,742 |
|
|
Depreciation |
|
819,101 |
731,599 |
|
|
Equity settled share-based payments |
|
211,613 |
601,622 |
|
|
Loss /(profit) on disposal of plant, property and equipment |
|
69 |
605 |
|
|
Loss on disposal of intangible assets |
|
3,852 |
298 |
|
|
Net financial income |
|
(5,567) |
(28,782) |
|
|
|
|
------- |
------- |
|
|
Operating cash flow before changes in working capital, interest and taxes |
|
(1,792,491) |
(1,836,868) |
|
|
Decrease / (increase) in trade and other receivables |
87,138 |
(128,770) |
||
|
Increase in inventory |
- |
(34,135) |
||
|
(Decrease) / increase in trade and other payables |
(272,198) |
103,712 |
||
|
|
|
------- |
------- |
|
|
Cash utilised by operations |
|
(1,977,551) |
(1,896,061) |
|
|
|
|
|
|
|
|
Tax received |
|
122,733 |
116,558 |
|
|
|
|
------- |
------- |
|
|
Net cash flow from operating activities |
|
(1,854,818) |
(1,779,503) |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Interest received |
|
16,251 |
33,038 |
|
|
Purchase of intangible assets |
|
(14,265) |
(7,298) |
|
|
Sale of property plant and equipment |
25 |
1,013 |
||
|
Purchase of property, plant and equipment |
(196,826) |
(603,466) |
||
|
Increase in other financial assets |
|
(2,500,000) |
(1,500,000) |
|
|
|
|
------- |
------- |
|
|
Net cash used in investing activities |
|
(2,694,815) |
(2,076,713) |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issuance of ordinary share capital |
|
4,899,991 |
5,175,611 |
|
|
Share issue costs |
|
(303,703) |
(764,282) |
|
|
Capital element of finance leases |
|
(40,823) |
(34,149) |
|
|
Interest element of finance leases |
|
(10,684) |
(9,458) |
|
|
|
|
------- |
------- |
|
|
Net cash from financing activities |
|
4,544,781 |
4,367,722 |
|
|
|
|
------- |
------- |
|
|
Net (decrease) /increase in cash and cash equivalents |
|
(4,852) |
511,506 |
|
|
Cash and cash equivalents at the start of the period |
|
1,303,924 |
792,418 |
|
|
|
|
------- |
------- |
|
|
Cash and cash equivalents at the end of the period |
|
1,299,072 |
1,303,924 |
|
|
|
|
------- |
------- |
|
Consolidated statement of changes in equity
|
|
Share capital |
Share premium account |
Capital restructuring reserve |
Retained Earnings |
Total attributable to equity holders of parent |
|
|
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
As at 30th April 2010 |
121,339 |
- |
6,479,728 |
(3,945,196) |
2,655,871 |
|
|
|
|
|
|
|
|
Share option exercise |
21,039 |
360 |
(20,789) |
- |
610 |
|
Share-based payment |
- |
- |
27,138 |
574,484 |
601,622 |
|
Issue of shares |
241,170 |
4,933,831 |
- |
- |
5,175,001 |
|
Expenses of share issue |
- |
(764,282) |
- |
- |
(764,282) |
|
Loss and total comprehensive income |
- |
- |
- |
(3,047,484) |
(3,047,484) |
|
|
------ |
------- |
-------- |
-------- |
-------- |
|
As at 30th April 2011 |
383,548 |
4,169,909 |
6,486,077 |
(6,418,196) |
4,621,338 |
|
|
|
|
|
|
|
|
Share-based payment |
- |
- |
- |
211,613 |
211,613 |
|
Issue of shares |
89,090 |
4,810,900 |
- |
- |
4,899,990 |
|
Expenses of share issue |
- |
(303,703) |
- |
- |
(303,703) |
|
Loss and total comprehensive income |
- |
- |
- |
(2,710,285) |
(2,710,285) |
|
|
------ |
------- |
-------- |
-------- |
-------- |
|
As at 30th April 2012 |
472,638 |
8,677,106 |
6,486,077 |
(8,916,868) |
6,718,953 |
|
|
------ |
------- |
-------- |
-------- |
-------- |
Share capital
The share capital represents the nominal value of the equity shares in issue.
Share premium account
When shares are issued, any premium paid above the nominal value is credited to the share premium reserve.
Capital restructuring reserve
The capital restructuring reserve arises on the accounting for the share for share exchange. It represents the difference between the value of the issued equity instruments of Ilika Technologies Limited immediately before the share for share exchange and the equity instruments of Ilika plc along with the shares issued to effect the share for share exchange.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Group since inception of the business.
Notes to the consolidated financial statements
1 Accounting policies
Basis of preparation
The financial statements have been prepared on the basis of the accounting policies which apply for the financial year to 30th April 2012 and in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRSs") adopted by the European Union.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company made up to the reporting date. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Going concern
The financial statements are prepared on a going concern basis which the directors believe continues to be appropriate. The Group meets its day to day working capital requirements through existing cash resources which, at 30th April 2012, amounted to £5,374,072. The directors have prepared projected cash flow information for the period ending twelve months from the date of their approval of these financial statements. On the basis of this cash flow information the directors believe that the Group will be able to continue to trade for the foreseeable future.
Capital restructuring
Ilika plc was incorporated as a vehicle for flotation on AIM in order to acquire, in a share for share exchange, Ilika Technologies Limited. These financial statements consolidate the results and financial position of Ilika Technologies Limited and its subsidiaries, through capital restructuring accounting as required by IFRS 3 Revised "Business Combinations". This means that the Group financial statements account for the share for share exchange as if Ilika Technologies Limited was the acquirer and Ilika plc the acquired entity.
On 6th May 2010, Ilika plc acquired, in a share for share exchange, Ilika Technologies Limited. As part of the share for share exchange agreement, the share options and warrants in Ilika Technologies Limited were transferred to Ilika plc on the same terms as previously held. There was no change in the fair value of the share options on the date of transfer because the terms of the new share option agreements were the same as the old share options.
Southampton Asset Management Limited ("SAM") exercised 2,099,900 options immediately prior to admission at an exercise price of £0.01 per share. This amount was in excess of the amount payable under the terms of the original option agreement held in Ilika Technologies Limited and therefore a compensating payment of £20,789, reflecting the additional amount paid by SAM, was made to SAM and charged to the capital restructuring reserve.
Ilika plc was admitted to AIM on 14th May 2010. 10,147,059 ordinary shares were issued for a total consideration of £5,175,001. The premium arising on the issue of these shares was £4,933,831. Total issue costs incurred were £764,282. These costs have been written off against the share premium account.
4,000 options were exercised by option holders after admission at an exercise price of £0.10 per share.
On 23rd April 2012, 8,909,074 ordinary shares were issued for a total consideration of £4,899,990. The premium arising on the issue of these shares was £4,810,900 and total issue costs incurred were £303,703.
(a) New standards, amendments to standards or interpretations adopted early
In the current year, there were no new or revised standards or interpretations that have been adopted and affected the amounts reported in the financial statements.
(b) New standards, amendments to standards or interpretations not yet applied
The following standards, interpretations and amendments, which have not been applied in these financial statements, will or may have an effect on the Group's future financial statements:
|
International Accounting Standards (IAS/IFRS) |
Effective date for periods commencing
|
|
|
IFRS 1 |
Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (amendments) |
1 July 2011 |
|
IFRS 7 |
Disclosures - Transfers of Financial Assets (amendments) |
1 January 2013 |
|
IFRS 9 |
Financial Instruments |
1 January 2015 |
|
IFRS 10 |
Consolidated Financial Statements |
1 January 2013 |
|
IFRS 11 |
Joint Arrangements |
1 January 2013 |
|
IFRS 12 |
Disclosure of Interests in Other Entities |
1 January 2013 |
|
IFRS 13 |
Fair Value Measurement |
1 January 2013 |
|
IAS 1 |
Presentation of Items of Other Comprehensive Income (amendments) |
1 July 2012 |
|
IAS 12 |
Deferred tax: Recovery of Underlying Assets (amendments) |
1 January 2012 |
|
IAS 19 |
Employee Benefits |
1 January 2013 |
|
IAS 27 |
Separate Financial Statements |
1 January 2013 |
|
IAS 28 |
Investments in Associates and Joint Ventures |
1 January 2013 |
|
IAS 32 |
Disclosures - Offsetting Financial Assets and Financial Liabilities |
1 January 2014 |
No other new standards or amendments are expected to have an effect on the Group.
The following principal accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial information.
Revenue
Revenue comprises the fair value for the sale of goods and services, net of value added tax and is recognised as follows:
Sales of goods
Sales of equipment and skin based products are recognised when products are delivered to a customer, the customer has accepted the products and collectability of the related receivables is reasonably assured.
Sales of services
Sales of research and development services are recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.
Leases
Where a Group company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a "finance lease". The asset is recorded in the balance sheet as property, plant and equipment and is depreciated over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to the consolidated income statement, and the capital element which reduces the outstanding obligation for future instalments. All other leases are accounted for as "operating leases" and the rental charges are charged to the consolidated income statement on a straight line basis over the life of the lease.
Financial income and financial expense
Financial income and financial expense is recognised in the income statement as it accrues, using the effective interest method.
Pension and other post retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Share-based payment transactions
The Group issues equity-settled share-based payments to all employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of market-based and non-market based vesting conditions.
The fair value of market-based options granted by the Group is measured by use of the stochastic valuation model taking into account the following inputs: the exercise price of the option; the life of the option; the market price on the date of grant of the option; the expected volatility of the share price; the dividends expected on the shares; and the risk free interest rate for the life of the option.
The fair value of non market-based options granted by the Group is measured by use of the Black-Scholes pricing model taking into account the following inputs: the exercise price of the option; the life of the option; the market price on the date of grant of the option; the expected volatility of the share price; the dividends expected on the shares; and the risk free interest rate for the life of the option. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Research and development expenditure
Expenditure on the research phase is charged to the income statement in the period in which it is incurred. Development expenditure on new products is capitalised only once the criteria specified under IAS 38, Intangible Assets, have been met. Prior to and during the year ended 30th April 2012, no development expenditure satisfied the necessary conditions of IAS 38.
Taxation
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
Depreciation is charged to the profit and loss statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:
Leasehold improvements lease term
Plant, machinery and equipment 3 - 5 years
Fixtures & fittings 3 - 5 years
Inventory
Inventory comprises the Group's cell bank from which the Cryoskin® product is derived. Inventory is valued at the lower of cost and net realisable value. Consumable stock items have been written off as an expense in the year incurred.
Impairment
The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in the income statement.
Intangible assets
Computer software
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised to administrative expenses using the straight line method over their estimated useful lives (one to three years).
Intellectual property
Acquired intellectual property is included at cost and is amortised to administrative expenses on a straight-line basis over its useful economic life of 15 years.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. The Group's financial assets are all classified as loans and receivables and carried at amortised cost. The Group's financial liabilities are all classified as 'other' liabilities which are carried at amortised cost. Cash and cash equivalents comprise cash balances and call deposits.
Government grants
Grants that compensate the Group for expenses incurred are recognised in the income statement on a systematic basis in the same periods in which the expenses are recognised. Grant revenue is disclosed within other operating income. £293,297 was received in government grants in the year (2011: £356,887)
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call with the bank.
Key sources of estimation uncertainty
The preparation of the Group's financial statements, in accordance with IAS 1, Presentation of Financial Statements, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Group's financial statements. The Group's estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
· Depreciation of property, plant and equipment
Depreciation is provided in the consolidated financial statements so as to write-down the respective assets to their residual values over their estimated useful lives and as such, the selection of the estimated useful lives and the expected residual values of the assets requires the use of estimates and judgements. Details of the estimated useful lives are as shown above in the policy note for depreciation.
· Amortisation lives
Intangible assets are recorded at their fair value at acquisition date and are amortised on a straight-line basis over their estimated useful economic lives from the time they are available for use. Any change in the estimated useful economic lives could affect the future results of the Group; however, no changes were made in the year.
· Revenue recognition
The Group's revenue substantially comprised revenues from the provision of research and development services. The contacts set out defined deliverables the achievement of which trigger milestone payments. Judgement is used to determine the stage of completion and the point at which revenue is recognised.
· Share-based payments
The critical accounting estimates, assumptions and judgements underpinning the valuation of the option awards are disclosed in note 22.
· Taxation
The current tax receivable is the expected tax receivable on the expenditure for the period using the tax rates and laws that have been enacted or substantially enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years. The ultimate receivable may vary from the amounts provided and is dependent upon negotiations with the relevant tax authorities.
2 Segment reporting
IFRS 8 requires the Group to report on operating segments on the same basis as that used by the chief operating decision maker to assess the performance of the business segments and to allocate resources accordingly. For management purposes, the Group is organised by market category and operational information is presented to the chief operating decision maker in the following market categories; Energy, Electronics, Biomedical (wound care products and high throughput services).
The Group's activities originate from the production, design and development of high throughput methods of material synthesis, characterisation and screening. The Group has commercialised skin wound care based products, details of which are given below.
Energy
The Group has materials development programmes in the battery, fuel cell and hydrogen storage sectors.
Electronics
The Group's technology can be applied to a wide range of electronic materials, including capacitor, ferroelectric, piezoelectric and memory materials.
Biomedical
The biomedical business is built on the Group's biopolymer technology. The business consists of joint development projects for a range of biomedical products as well as the sale of wound care products and services.
Details of the revenues from external customers by operating segment are given below:
|
|
Year ended 30th April |
|
|
Turnover |
2012 |
2011 |
|
|
£ |
£ |
|
Analysis by class of business: |
|
|
|
Energy |
1,005,823 |
1,101,448 |
|
Electronics |
656,738 |
291,546 |
|
Biomedical - High throughput services |
188,611 |
18,000 |
|
Biomedical - Wound care products and services |
160,072 | 133,772 |
|
|
------- |
------- |
|
|
2,011,244 |
1,544,766 |
|
|
------- |
------- |
|
|
Year ended 30th April |
|
|
Turnover |
2012 |
2011 |
|
|
£ |
£ |
|
Analysis by geographical market: |
|
|
|
By destination |
|
|
|
Belgium |
- |
155,117 |
|
United Kingdom |
182,524 |
259,184 |
|
Germany |
- |
84,015 |
|
Taiwan |
30,000 |
- |
|
Japan |
1,551,200 |
1,028,450 |
|
North America |
247,520 |
18,000 |
|
|
------- |
------- |
|
|
2,011,244 |
1,544,766 |
|
|
------- |
------- |
|
Analysed as: |
|
|
|
|
|
|
|
Rendering of services |
1,880,514 |
1,479,526 |
|
Sales of goods |
130,730 |
65,240 |
|
|
------- |
------- |
|
|
2,011,244 |
1,544,766 |
|
|
------- |
------- |
In the period to 30th April 2012, the Biomedical class of business turnover can be analysed as £130,730 (2011: £65,240) for sale of skin based products and £217,953 (2011:£86,482) for research and development services. All revenues associated with the energy and electronics class of business are for research and development services.
A number of customers individually account for more than 10% of the total turnover of the Group. The revenues from these companies are indicated below on a segment basis:
|
|
Year ended 30th April |
|
|
Turnover |
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Customer 1 |
781,283 |
820,919 |
|
Customer 2 |
- |
155,117 |
|
Customers less than 10% |
224,540 |
125,412 |
|
|
-------- |
-------- |
|
Energy Total |
1,005,823 |
1,101,448 |
|
|
|
|
|
Customer 3 |
385,556 |
174,457 |
|
Customers less than 10% |
271,182 |
117,089 |
|
|
-------- |
-------- |
|
Electronics Total |
656,738 |
291,546 |
|
|
|
|
|
Customers less than 10% |
348,683 |
151,772 |
|
|
-------- |
-------- |
|
Biomedical total |
348,683 |
151,772 |
|
|
|
|
|
|
-------- |
-------- |
|
|
2,011,244 |
1,544,766 |
|
|
-------- |
-------- |
The chief operating decision maker only reviews turnover by operating segment then reviews expenses and profit on an aggregate basis. Therefore the segmental loss before tax information, along with the segmental total assets and liabilities information has not been split out in this note.
The loss before tax per the management accounts is the same as the loss before tax on the consolidated statement of comprehensive income with the exception of the share-based payment expense which is only calculated as a year end adjustment. For details of the calculation see note 22. The total assets and liabilities per the management accounts are the same as the consolidated balance sheet with the exception of the period end tax adjustment.
3 Operating loss
|
|
Year ended 30th April |
|
|
This is arrived at after charging: |
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Research and development expenditure in the year |
1,377,449 |
1,166,761 |
|
Depreciation |
819,101 |
731,599 |
|
Amortisation of intangible assets |
14,196 |
11,742 |
|
Auditors remuneration: Fees payable to the Group's auditor for the audit of the Group's accounts |
15,000 |
15,000 |
|
Fees payable to the Group's auditor for other services: - The Audit of the Group's subsidiaries - Other assurance services - interim review - Tax services - Reporting accountant fees in relation to the flotation and other non recurring services |
8,625 10,500 6,700
- |
5,000 10,000 6,745
118,420 |
|
Operating lease rentals |
180,714 |
174,000 |
|
Share-based payment charge |
211,613 |
601,622 |
|
Foreign exchange differences |
1,213 |
617 |
|
|
------- |
------- |
4 Employees
The average number of employees during the year, including executive directors, was:
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
Number |
Number |
|
Administration |
9 |
9 |
|
Materials synthesis |
27 |
21 |
|
|
------ |
------ |
|
|
36 |
30 |
|
|
------ |
------ |
Staff costs for all employees, including executive directors, consist of:
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Wages and salaries |
1,587,516 |
1,577,637 |
|
Social security costs |
160,319 |
138,896 |
|
Share-based payment expense |
204,681 |
601,622 |
|
Pension costs |
111,215 |
94,480 |
|
|
------- |
------- |
|
|
2,063,731 |
2,412,635 |
|
|
-------- |
-------- |
The directors' costs consist of:
|
|
Basic salary |
Fees |
Benefits in kind |
Bonus |
Total Short term benefits |
Pension |
Share-based payment expense |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
Year to 30th April 2012 |
|
|
|
|
|
|
|
|
|
G Purdy |
150,000 |
- |
413 |
- |
150,413 |
29,312 |
69,318 |
249,043 |
|
S Boydell |
90,500 |
- |
271 |
- |
90,271 |
24,901 |
8,096 |
123,268 |
|
B Hayden |
50,000 |
- |
- |
- |
50,000 |
- |
34,659 |
84,659 |
|
J Boyer |
60,000 |
- |
- |
- |
60,000 |
- |
69,318 |
129,318 |
|
W Braun |
- |
30,000 |
- |
- |
30,000 |
- |
4,630 |
34,630 |
|
W Wakeham |
30,000 |
- |
- |
- |
30,000 |
- |
4,630 |
34,630 |
|
C Spottiswoode |
30,000 |
- |
- |
- |
30,000 |
- |
4,630 |
34,630 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
------ |
------ |
|
|
410,500 |
30,000 |
684 |
- |
440,684 |
54,213 |
195,281 |
690,178 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
------ |
------ |
|
|
|
|
|
|
|
|
|
|
|
Year to 30th April 2011 |
|
|
|
|
|
|
|
|
|
G Purdy |
150,197 |
- |
418 |
24,000 |
174,615 |
27,707 |
199,366 |
401,688 |
|
S Boydell |
92,722 |
- |
267 |
10,500 |
103,489 |
20,101 |
29,879 |
153,469 |
|
B Hayden |
50,000 |
- |
- |
- |
50,000 |
- |
99,167 |
149,167 |
|
J Boyer |
59,835 |
- |
- |
- |
59,835 |
- |
200,633 |
260,468 |
|
W Braun |
27,417 |
2,500 |
- |
- |
29,917 |
- |
13,244 |
43,161 |
|
W Wakeham |
29,917 |
- |
- |
- |
29,917 |
- |
12,509 |
42,426 |
|
C Spottiswoode |
29,637 |
- |
- |
- |
29,637 |
- |
10,880 |
40,517 |
|
A Marrocco |
- |
- |
- |
- |
- |
- |
2,278 |
2,278 |
|
K Seifert |
- |
- |
- |
- |
- |
- |
736 |
736 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
------ |
------ |
|
|
439,725 |
2,500 |
685 |
34,500 |
477,410 |
47,808 |
568,692 |
1,093,910 |
|
|
------ |
------ |
------ |
------ |
------ |
------ |
------ |
------ |
Benefits in kind include critical illness cover.
The unapproved share options of the directors under the "Ilika plc Executive Share Option Scheme 2010" are set out below:
|
|
2012 Number |
2011 Number |
|
G Purdy |
1,800,000 |
1,800,000 |
|
J Boyer |
1,800,000 |
1,800,000 |
|
B Hayden |
900,000 |
900,000 |
|
S Boydell |
205,200 |
205,200 |
|
W Braun |
115,200 |
115,200 |
|
W Wakeham |
115,200 |
115,200 |
|
C Spottiswoode |
100,200 |
100,200 |
The approved share options of the directors in Ilika plc exchanged from share options in Ilika Technologies Limited. For further details see note 22.
|
|
2012 Number |
2011 Number |
|
G Purdy |
760,700 |
760,700 |
|
S Boydell |
90,000 |
90,000 |
The unapproved share options of the directors in Ilika plc exchanged from share options in Ilika Technologies Limited. For further details see note 22.
|
|
2012 Number |
2011 Number |
|
G Purdy |
136,200 |
136,200 |
|
J Boyer |
540,200 |
540,200 |
|
W Braun |
20,000 |
20,000 |
|
B Hayden |
59,300 |
59,300 |
No options have lapsed in the period.
5 Other operating income
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Grant income |
293,297 |
356,867 |
|
Sundry other income |
(43) |
147 |
|
|
------ |
------ |
|
|
293,254 |
357,014 |
|
|
------ |
------ |
6 Financial income
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Income from short term deposits |
16,251 |
38,239 |
|
|
------ |
------ |
|
|
|
|
7 Financial expense
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Interest on: |
|
|
|
Finance leases |
10,684 |
9,458 |
|
|
------ |
------ |
8 Taxation
(a) Tax on profit from ordinary activities
There is no taxation charge due to the losses incurred by the Group during the year. The taxation credit represents R&D tax credit claims as follows:
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Current tax on loss for the year |
125,470 |
122,733 |
|
Adjustments to prior period |
- |
(16,265) |
|
|
------ |
------ |
|
|
125,470 |
106,468 |
|
|
------ |
------ |
(b) Factors affecting current tax charge
The tax assessed on the loss on ordinary activities for the period is different to the standard rate of corporation tax in the UK of 26% (2011: 28%). The differences are reconciled below:
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Loss on ordinary activities before tax |
(2,835,755) |
(3,153,952) |
|
|
------ |
------ |
|
Loss on ordinary activities before tax multiplied by the standard rate of corporation tax in the UK of 26% (2011 28%) |
(737,296) |
(883,107) |
|
Effects of: |
|
|
|
Expenses not deductible for corporation tax |
25,922 |
29,576 |
|
Other temporary differences not recognised |
- |
169,138 |
|
Plant, property and equipment temporary differences not recognised |
- |
32,318 |
|
R&D relief |
(51,566) |
(2,619) |
|
Origination of unrecognised tax losses |
579,818 |
531,961 |
|
Share options |
57,652 |
- |
|
Under provision in previous years |
- |
16,265 |
|
|
------ |
------ |
|
Total tax credit for the year |
(125,470) |
(106,468) |
|
|
------ |
------ |
|
|
|
|
Unrecognised deferred taxation
There are tax losses available for carry forward against future trading profits of approximately £9,953,000 (2011: £8,269,000). A deferred tax asset in respect of these losses of approximately £2,389,000 (2011: £2,150,000) has not been recognised in the accounts, as the full utilisation of these losses in the foreseeable future is uncertain.
9 Loss per share
Earnings per ordinary share have been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue and the earnings, being profit after tax, are as follows:
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
No. |
No. |
|
|
|
|
|
Weighted average number of equity shares |
38,525,718 |
38,354,759 |
|
|
-------- |
-------- |
|
|
|
|
|
|
£ |
£ |
|
Earnings, being profit after tax |
(2,710,285) |
(3,047,484) |
|
|
-------- |
-------- |
|
|
|
|
|
|
£ |
£ |
|
Loss per share |
(0.07) |
(0.08) |
|
|
------ |
------ |
The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating the diluted earnings per ordinary share are identical to those used for basic earnings per share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of IAS 33. At 30th April 2012 there were 18,514,186 options outstanding (2011: 18,388,316 options outstanding) as detailed in notes 18 and 22.
10 Intangible assets
|
|
|
Software licences |
Intellectual property |
Total |
|
|
|
£ |
£ |
£ |
|
Cost |
|
|
|
|
|
As at 30th April 2010 |
|
33,886 |
75,000 |
108,886 |
|
Additions |
|
7,298 |
- |
7,298 |
|
Disposals |
|
(18,824) |
- |
(18,824) |
|
|
|
------ |
------ |
------ |
|
As at 30th April 2011 |
|
22,360 |
75,000 |
97,360 |
|
Additions |
|
14,265 |
- |
14,265 |
|
Disposals |
|
(8,707) |
- |
(8,707) |
|
|
|
------ |
------ |
------ |
|
As at 30th April 2012 |
|
27,918 |
75,000 |
102,918 |
|
|
|
------ |
------ |
------ |
|
Amortisation |
|
|
|
|
|
As at 30th April 2010 |
|
23,398 |
18,750 |
42,148 |
|
Provided for the year |
|
6,742 |
5,000 |
11,742 |
|
Disposals |
|
(18,324) |
- |
(18,324) |
|
|
|
------ |
------ |
------ |
|
As at 30th April 2011 |
|
11,816 |
23,750 |
33,566 |
|
Provided for the year |
|
9,196 |
5,000 |
14,196 |
|
Disposals |
|
(8,707) |
- |
(8,707) |
|
|
|
------ |
------ |
------ |
|
As at 30th April 2012 |
|
12,305 |
28,750 |
39,055 |
|
|
|
------ |
------ |
------ |
|
Net book value |
|
|
|
|
|
As at 30th April 2010 |
|
10,488 |
56,250 |
66,738 |
|
|
|
------ |
------ |
------ |
|
As at 30th April 2011 |
|
10,544 |
51,250 |
61,794 |
|
|
|
------ |
------ |
------ |
|
As at 30th April 2012 |
|
15,613 |
46,250 |
61,863 |
|
|
|
------ |
------ |
------ |
|
|
|
|
|
|
The amortisation charge of £14,196 (2011: £11,742) is included within administrative expenses
11 Property, plant and equipment
|
|
Leasehold improvements |
Plant, machinery and equipment |
Fixtures and fittings |
Total |
|
|
£ |
£ |
£ |
£ |
|
Cost |
|
|
|
|
|
As at 30th April 2010 |
371,667 |
3,170,275 |
159,165 |
3,701,107 |
|
Additions |
16,232 |
648,161 |
6,972 |
671,365 |
|
Disposals |
- |
(69,251) |
- |
(69,251) |
|
|
------ |
------- |
------ |
------- |
|
As at 30th April 2011 |
387,899 |
3,749,185 |
166,137 |
4,303,221 |
|
Additions |
33,443 |
156,749 |
6,634 |
196,826 |
|
Disposals |
- |
(17,112) |
- |
(17,112) |
|
|
------ |
------- |
------ |
------- |
|
As at 30th April 2012 |
421,342 |
3,888,822 |
172,771 |
4,482,935 |
|
|
------ |
------- |
------ |
------- |
|
Depreciation |
|
|
|
|
|
As at 30th April 2010 |
357,379 |
1,177,029 |
98,570 |
1,632,978 |
|
Provided for the year |
16,154 |
683,224 |
32,221 |
731,599 |
|
Disposals |
- |
(67,835) |
- |
(67,835) |
|
|
------ |
------- |
------ |
------- |
|
As at 30th April 2011 |
373,533 |
1,792,418 |
130,791 |
2,296,742 |
|
Provided for the year |
19,226 |
770,857 |
29,018 |
819,101 |
|
Disposals |
- |
(13,165) |
- |
(13,165) |
|
|
------ |
------- |
------ |
------- |
|
As at 30th April 2012 |
392,759 |
2,550,110 |
159,809 |
3,102,678 |
|
|
------ |
------- |
------ |
------- |
|
Net book value |
|
|
|
|
|
As at 30th April 2010 |
14,288 |
1,993,246 |
60,595 |
2,068,129 |
|
|
------ |
------- |
------ |
------- |
|
As at 30th April 2011 |
14,366 |
1,956,767 |
35,346 |
2,006,479 |
|
|
------ |
------- |
------ |
------- |
|
As at 30th April 2012 |
28,583 |
1,338,712 |
12,962 |
1,380,257 |
|
|
------ |
------- |
------ |
------- |
The net book value of fixtures and fittings includes an amount of £nil (2011 - £7,187) and plant, machinery and equipment includes an amount of £44,650 (2011 - £68,622) in respect of assets held under finance lease contracts.
Commitments for capital expenditure
|
|
Year ended 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Contracted but not provided for |
- |
43,771 |
|
|
------ |
------ |
12 Inventory
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Inventory |
34,135 |
34,135 |
|
|
------ |
------ |
Inventory comprises the Group's cell bank from which the Cryoskin® product is derived.
13 Trade and other receivables
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Trade receivables |
24,376 |
68,052 |
|
Prepayments and accrued income |
450,964 |
445,642 |
|
Other receivables |
185,603 |
234,387 |
|
|
------ |
------ |
|
|
660,943 |
748,081 |
|
|
------ |
------ |
14 Other financial assets - bank deposits
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Amounts receivable within one year: |
|
|
|
Sterling fixed rate deposits of greater than three months' maturity at inception |
4,000,000 |
1,500,000 |
|
|
-------- |
------ |
15 Cash and cash equivalents
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Current bank accounts |
389,086 |
184,201 |
|
Short term deposits with less than three months' maturity |
909,986 |
1,119,723 |
|
|
-------- |
-------- |
|
|
1,299,072 |
1,303,924 |
|
|
-------- |
------ |
16 Trade and other payables
Current
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Trade payables |
367,669 |
217,672 |
|
Other payables |
15,223 |
19,700 |
|
Other taxes and social security costs |
44,441 |
42,205 |
|
Lease purchase agreements |
22,633 |
40,823 |
|
Accruals and deferred income |
385,277 |
805,231 |
|
|
-------- |
-------- |
|
|
835,243 |
1,125,631 |
|
|
-------- |
-------- |
Non current
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Lease purchase agreements |
7,544 |
30,177 |
|
|
------ |
------ |
Lease purchase agreements
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Amounts payable |
|
|
|
Within one year |
22,633 |
40,823 |
|
In one year to two years |
7,544 |
22,633 |
|
In two years to five years |
- |
7,544 |
|
|
------ |
------ |
|
|
30,177 |
71,000 |
|
|
------ |
------ |
Lease purchase agreements are secured on the related assets and carry interest at fixed rates. The total amount payable under leases as at 30th April 2012 was £35,853 (2011: £87,738)
17 Financial instruments
The Group's principal financial instruments comprise, lease financing arrangements, cash and short-term
deposits as well as other various items arising from its operations such as trade receivables and trade payables which are shown in the table below. The main purpose of these instruments is to finance the Group's working capital requirements as well as funding its capital expenditure programmes. The Group does not enter into derivative transactions such as interest rate swaps or forward exchange contracts.
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Financial Assets |
|
|
|
|
|
|
|
Loans and receivables |
|
|
|
Trade receivables |
24,376 |
68,052 |
|
Accrued income |
211,262 |
303,405 |
|
Other receivables |
185,603 |
234,387 |
|
Current bank accounts |
389,086 |
184,201 |
|
Bank deposits |
4,000,000 |
1,500,000 |
|
Short term deposits |
909,986 |
1,119,723 |
|
|
-------- |
-------- |
|
Total loans and receivables |
5,720,313 |
3,409,768 |
|
|
-------- |
-------- |
|
Financial Liabilities |
|
|
|
|
|
|
|
Other financial liabilities |
|
|
|
Trade payables |
367,669 |
217,672 |
|
Other payables |
15,223 |
19,700 |
|
Other taxes and social security costs |
44,441 |
42,205 |
|
Lease purchase agreements |
30,177 |
71,000 |
|
Accruals |
252,760 |
358,258 |
|
|
-------- |
-------- |
|
Total other financial liabilities (see note 16) |
710,270 |
708,835 |
|
|
-------- |
-------- |
The risks associated with these financial instruments are set out below.
Foreign currency risk
The Group buys goods and services in currencies other than sterling. The Group's non sterling liabilities and cash flows can be affected by movements in exchange rates. These transactions are not significant and therefore no forward exchange contracts have been entered into. It is Group policy not to engage in any speculative trading in financial instruments. Any risk is mitigated by sales transactions being denominated in Sterling.
Credit risk
The Group's credit risk is attributable to its trade receivables and banking deposits. The Group places its deposits with reputable financial institutions to minimise credit risk. The maximum exposure to credit risk for each period is the amount disclosed above as total loans and receivables. For the periods above there were no trade receivables which were past due or impaired. Risk is further mitigated through the use of credit limits, but also through the nature of the customers, who, for the most part, are large multinationals. There is no bad debt provision.
Liquidity risk
The Group's policy is to maintain adequate cash resources to meet liabilities as they fall due. With the exception of its hire purchase liabilities, which are disclosed in note 16, all other Group payable balances fall due for payment within one year. Cash balances are placed on deposit for varying periods with reputable banking institutions to ensure there is limited risk of capital loss. The Group does not maintain an overdraft facility.
Interest rate risk
The main risk arising from the Group's financial instruments is interest rate risk. The Group placed deposits surplus to short-term working capital requirements with a variety of reputable UK-based banks and building societies. These balances are placed at floating rates of interest and deposits have maturities of one to twelve months. The Group's cash and short-term deposits are set out in note 15.
Fixed-rate financial liabilities comprises of a finance lease which expires in August 2013. It has a weighted average interest rate of 13.4%. The maturity profile is detailed in note 16. Floating-rate financial assets comprise cash on deposit and cash at bank. Short-term deposits are placed with banks for periods of up to 12 months and are categorised as floating-rate financial assets. Contracts in place at 30 April 2012 had a weighted average period to maturity of 166 days and a weighted average annualised rate of interest of 1.96%.
Interest rate risk sensitivity analysis
It is estimated that a change in base rate to zero would have increased the Group's loss before taxation for the year to 30 April 2012 by approximately £11,000 (2011: £16,000).
It is estimated that an increase in base rate by 1 percent would decrease the Group's loss before taxation for the year to 30 April 2012 by approximately £15,000 (2011: £33,500)
There is no difference between the book and fair value of financial assets and liabilities.
Capital management
The primary aim of the Group's capital management is to safeguard the Group's ability to continue as a going concern, to support its businesses and maximise shareholder value. The Group monitors its capital structure and makes adjustments as and when it is deemed necessary and appropriate to do so using such methods as the issuing of new shares. At present, other than finance leases, all funding is raised by equity. See note 1 for the fundraising that occurred during the year.
18 Share capital
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Authorised |
|
|
|
45,482,433 Ordinary Shares of £0.01 each (2011: 36,573,359) |
454,824 |
365,734 |
|
1,781,400 Convertible Preference Shares of £0.01 each |
17,814 |
17,814 |
|
|
------ |
------ |
|
Allotted, called up and fully paid |
|
|
|
45,482,433 Ordinary Shares of £0.01 each (2011: 36,573,359) |
454,824 |
365,734 |
|
1,781,400 Convertible Preference Shares of £0.01 each |
17,814 |
17,814 |
|
|
------ |
------ |
|
|
472,638 |
383,548 |
|
|
------ |
------ |
Share Rights
The ordinary share and preference shares rank pari passu in all respects other than:
· The profits which the Group may determine to distribute in respect of any financial period shall be distributed only among the holders of the ordinary shares. The preference shares shall not entitle the holders of them to any share in such distributions
· On a return of capital or assets on a liquidation, reduction of capital or otherwise the surplus assets of the Group remaining after payment of its obligations shall be applied:
o First, in paying to the holders of the preference shares the amount paid thereon, being the amount equal to the par value of the preference shares excluding any premium
o Secondly, the balance of such surplus assets shall belong to and be distributed amongst the holders of the ordinary shares
The preference share holders have the right, at any time, to convert the preference shares held to the same number of ordinary shares.
On 23rd April 2012, 8,909,074 ordinary shares were issued for a total consideration of £4,899,990. The premium arising on the issue of these shares was £4,810,900 and total issue costs incurred were £303,703.
On 22nd May 2012, 60,000 £0.01 convertible preference shares were converted to £0.01 ordinary shares.
Share options and warrants
Employee related share options are disclosed in note 22. In addition to these, there were 107,300 non employee share options over ordinary shares of £0.01 at the year end. The Company's brokers also have a warrant to subscribe to 130,100 Ordinary Shares of £0.01.
10,147,059 warrants to subscribe to Ordinary Shares of £0.01 were issued on 14th May 2010 to investors who subscribed to the placing as one warrant for each share subscribed and the Company's brokers were issued with a warrant to subscribe to 392,157 Ordinary Shares of £0.01.
19 Operating leases
The total future minimum rent payable under non-cancellable operating leases is as follows:
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Property |
|
|
|
Within one year |
- |
10,217 |
|
In one to two years |
51,749 |
- |
|
In two to five years |
370,613 |
366,204 |
|
|
------ |
------ |
|
|
422,362 |
376,421 |
|
|
------ |
------ |
20 Pensions
The Group operates a defined contribution group personal pension scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £111,215 (2011: £94,480).
21 Related party transactions
The directors consider that no one party controls the Group.
During the year ended 30th April 2012, the company incurred costs of £295,109 (2011: £294,248) with the University of Southampton in connection with research and development activities. The University of Southampton is the controlling shareholder of Southampton Asset Management Limited, which has an interest in the company. At the 30th April 2012, the amount unpaid in respect of these costs was £6,606. (2011:£8,488).
The company incurred fees from the University of Southampton in respect of Prof B. Hayden, a director of the company. These amounts are included in the costs shown above.
22 Share-based payments expense and share options
Share-based payment expense
The Group has incentivised and motivated staff through the grant of share options under the Enterprise Management Incentive (EMI) scheme and through unapproved share option schemes.
The Group has recognised an expense to the consolidated statement of comprehensive income representing the fair value of outstanding equity-settled share-based payment awards to employees. The fair values were charged to the consolidated statement of total comprehensive income over the relevant vesting periods adjusted to reflect actual and expected vesting levels.
On 14th May 2010, options in the Ilika Technologies Limited share option scheme were exchanged for options in Ilika plc. 1 option in Ilika Technologies Limited was exchanged for 100 options in Ilika plc with the option price in Ilika plc shares being one one hundredth of the price in Ilika Technologies shares.
The Group has calculated the fair market value of options which had market based performance conditions at the time of grant, using the stochastic valuation model. Options with no market based performance conditions at the time of grant, have been valued using the Black-Scholes model.
At a meeting of the Remuneration Committee on 13th July 2011, it was agreed that the market based performance criteria applicable to the options which were granted in May 2010, be amended to reflect a series of company specific financial and commercial milestones.
At 30 April 2012, the following options, whose fair values have been fully charged to the consolidated statement of total comprehensive income, were outstanding:
Approved share options:
|
Date of grant |
Number of shares |
Period of option |
Exercise Price per share |
|
19/05/04 |
375,000 |
10 years |
£0.10 |
|
29/06/04 |
219,700 |
10 years |
£0.10 |
|
09/06/05 |
139,500 |
10 years |
£0.10 |
|
30/03/06 |
15,200 |
10 years |
£0.10 |
|
14/05/07 |
156,100 |
10 years |
£0.80 |
|
15/01/08 |
70,400 |
10 years |
£1.00 |
|
02/02/09 |
138,000 |
10 years |
£0.80 |
|
01/12/09 |
90,000 |
10 years |
£0.80 |
None of these options were exercised in the year.
Unapproved share options:
|
Date of grant |
Number of shares |
Period of option |
Exercise Price per share |
|
29/06/04 |
273,100 |
10 years |
£0.10 |
|
01/12/05 |
280,000 |
10 years |
£0.10 |
|
08/05/06 |
115,500 |
10 years |
£0.10 |
|
11/07/07 |
195,500 |
10 years |
£0.80 |
|
30/08/07 |
151,600 |
10 years |
£0.10 |
|
11/11/08 |
40,000 |
10 years |
£2.4283 |
None of these options were exercised in the year.
At 30th April 2012 the following share options were outstanding in respect of the approved share options granted in the year:
|
Date of grant |
Number of shares |
Period of option |
Exercise Price per share |
|
01/02/12 |
150,870 |
10 years |
£0.53 |
Black Scholes valuation
|
|
Weighted Average Exercise Price |
Number |
||
|
|
2012 |
2011 |
2012 |
2011 |
|
Outstanding: |
£ |
£ |
|
|
|
At start of the period |
0.3499 |
34.95 |
2,263,600 |
22,676 |
|
100 for 1 exchange |
- |
0.3495 |
- |
2,244,944 |
|
Lapsed in the period |
- |
- |
(4,000) |
- |
|
Exercised during the period |
- |
0.1000 |
- |
(4,000) |
|
Granted during the period |
0.5300 |
- |
150,870 |
- |
|
|
----- |
----- |
-------- |
-------- |
|
At the end of the period |
0.3612 |
0.3499 |
2,410,470 |
2,263,600 |
|
|
----- |
----- |
-------- |
-------- |
The exercise price of options outstanding at the end of the period ranged between £0.10 and £2.4283 and their weighted average contractual life was 3.9 years (2011: 4.9 years). These share options are exercisable and must be exercised within 10 years from the date of grant.
The following information is relevant in the determination of the fair value of options granted under the equity-settled share-based remuneration schemes under the Black-Scholes method.
|
|
Year to 30 April |
Year to 30 April |
|
|
2012 |
2011 |
|
Equity-settled: |
|
|
|
|
|
|
|
Weighted average share price at date of grant / £ |
0.53 |
49.50 |
|
|
|
|
|
Exercise Price / £ |
0.53 |
80.00 |
|
|
|
|
|
Weighted average contractual life / years |
9.7 |
9.7 |
|
|
|
|
|
Expected volatility |
10% |
30% |
|
Expected dividend yield |
0% |
0% |
|
Risk free interest rate |
0.5% |
0.5% |
The volatility has been based on the average of the standard deviation of the daily historical share price of the company since its listing on the Alternative Investment Market in May 2010. The prior period volatility was based on the annualised average of the standard deviation of the daily historical continuously compounded returns of the share price of three companies listed on AIM which had a broadly similar technology risk profile to the Group. The risk free rate was assumed to be the yield to maturity on a UK Gilt strip with the term to maturity equal to the expected life of the option.
Stochastic valuation
|
|
Weighted Average Exercise Price |
Number |
||
|
|
2012 |
2011 |
2012 |
2011 |
|
Outstanding: |
£ |
£ |
|
|
|
At start of the period |
0.51 |
- |
5,352,100 |
- |
|
Granted during the period |
- |
0.51 |
- |
5,365,400 |
|
Lapsed during the period |
- |
0.51 |
(25,000) |
(13,300) |
|
|
---- |
---- |
--------- |
--------- |
|
At the end of the period |
0.51 |
0.51 |
5,327,100 |
5,352,100 |
|
|
---- |
---- |
--------- |
--------- |
The exercise price of options outstanding at the end of the period was £0.51 (2011: £0.51) and their weighted average contractual life was 9 years (2011: 10 years).
Ilika plc Executive Share Option Scheme 2010
At 30 April 2012 the following share options were outstanding in respect of the Ilika plc Executive Share Option Scheme 2010:
|
Date of grant |
Number of shares |
Period of option |
Exercise Price per share |
|
14/05/10 |
126,300 |
10 years |
£0.51 |
Members of staff in the Group have options in respect of ordinary shares in Ilika plc, which were conditional upon the achievement of a 10% increase in the Company's share price above that of the TechMARK All share price index over a three year period. 25,000 options lapsed in the year due to employees leaving the Company. At a meeting of the Remuneration Committee on 13th July 2011, it was agreed that the performance criteria applicable to these options be amended to reflect a series of financial and commercial milestones.
Ilika plc unapproved share options
At 30 April 2012 the following share options were outstanding in respect of Ilika plc unapproved share options:
|
Date of grant |
Number of shares |
Period of option |
Exercise Price per share |
|
14/05/10 |
5,200,800 |
10 years |
£0.51 |
Directors, non-executive directors and founders of the group were granted a total of 5,200,800 options in respect of ordinary shares in Ilika plc. These options vest in 4 tranches. The first Tranche of 825,000 options were granted on the 14th May 2010 with no performance conditions attached. The remaining 3 Tranches of 1,458,600 options were conditional upon the achievement of a 10% increase in the Company's share price above that of the TechMARK All share price index in each of the three years subsequent to the flotation. At a meeting of the Remuneration Committee on 13th July 2011, it was agreed that the performance criteria applicable to the options granted under Tranche 2 should be waived. Furthermore, it was agreed that the performance criteria applicable to the options granted under Tranches 3 and 4 be amended to reflect a series of financial and commercial milestones. This change in performance criteria demands that the share-based payment charge attributable to these options is recalculated under the Black-Scholes method. The resultant charge is considerably below the stochastic charge previous calculated and therefore, in accordance with IFRS 2, the higher stochastic share-based payment charge is retained.
No options were exercised or lapsed in the year.
The following information is relevant in the determination of the fair value of options granted under the equity-settled share-based remuneration schemes operated by the Group under the stochastic valuation model.
Expected Term. This is the most likely estimate of the period from grant until the exercise date. For these options, the assumption of an expected term of part way between vesting and lapse for each option/tranche.
Expected Volatility. The normal approach is to look at the historical volatility of the share price over the most recent period that is generally commensurate with the expected award term. However, this approach was not possible here given that the options were granted on the date of the Company's admission to AIM. In such cases, IFRS 2 allows the consideration of the historical volatility of other similar entities to determine a proxy for the Company's volatility. Similar entities, for the purpose of calculating volatility, have been chosen as the constituents of the Company's comparator Index . Volatility for each of these companies has been calculated over both three and six years resulting in median volatilities of 46.7% and 42.3% respectively. A proxy volatility of 45% (being mid way between these two figures) has been used for valuing these options.
Expected Dividend Yield:as the Company does not pay, and is not currently expected to pay any dividends, the dividend yield has been set to zero.
Risk-free Rate: calculated based on UK Gilts with a term commensurate with the expected term.
The charge for the prior period had been calculated on the basis that the Company floated in May 2010.
|
|
2012 |
2011 |
|
|
£ |
£ |
|
Share-based payment expense: |
|
|
|
Black Scholes calculation |
891 |
27,138 |
|
Stochastic valuation |
210,722 |
574,484 |
|
|
----- |
----- |
|
|
211,613 |
601,622 |
|
|
------ |
------ |
Company Balance sheet of Ilika plc
|
|
|
As at 30th April |
|
|
|
Notes |
2012 £ |
2011 £ |
|
ASSETS |
|
|
|
|
Non current assets |
|
|
|
|
Investments in subsidiary undertaking |
23 |
121,339 |
121,339 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
24 |
9,083,842 |
4,378,517 |
|
Cash at bank and cash equivalents |
|
- |
- |
|
|
|
------- |
------- |
|
Total net assets |
|
9,205,181 |
4,499,856 |
|
|
|
------- |
------- |
|
Equity |
|
|
|
|
Issued share capital |
25 |
472,638 |
383,548 |
|
Share premium |
25 |
8,656,317 |
4,149,120 |
|
Retained earnings |
25 |
(14,345) |
(41,011) |
|
|
|
------- |
------- |
|
LIABILITIES |
|
9,114,610 |
4,491,657 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
90,571 |
8,199 |
|
|
|
------- |
------- |
|
Total liabilities |
|
90,571 |
8,199 |
|
|
|
------- |
------- |
|
Total equity and liabilities |
|
9,205,181 |
4,499,856 |
|
|
|
------- |
------- |
The notes on pages 49 to 51 form part of these financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 18th July 2012.
Mr. J.B. Boyer
Chairman
|
|
Year ended 30th April |
||
|
|
|
2012 |
2011 |
|
|
|
£ |
£ |
|
Cash flows from operating activities |
|
|
|
|
Loss before tax |
|
(184,948) |
(642,633) |
|
Adjustments for: |
|
|
|
|
Equity settled share-based payments |
|
211,613 |
601,622 |
|
|
|
------ |
------ |
|
Operating cash flow before changes in working capital, interest and taxes |
|
26,665 |
(41,011) |
|
|
|
|
|
|
Increase in trade and other receivables |
(4,705,325) |
(4,378,517) |
|
|
Increase in trade and other payables |
82,372 |
8,199 |
|
|
|
|
------ |
------ |
|
Cash utilised by operations |
|
(4,596,288) |
(4,411,329) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issuance of ordinary share capital |
|
4,899,991 |
5,175,611 |
|
Share issue costs |
|
(303,703) |
(764,282) |
|
|
|
------ |
------ |
|
Net cash from financing activities |
|
4,596,288 |
4,411,329 |
|
|
|
------ |
------ |
|
Net increase in cash and cash equivalents |
|
- |
- |
|
Cash and cash equivalents at the start of the period |
|
- |
- |
|
|
|
------ |
------ |
|
Cash and cash equivalents at the end of the period |
|
- |
- |
|
|
|
------ |
------ |
Company cashflow statement
Company statement of changes in equity
|
|
Share capital |
Share premium account |
Retained Earnings |
Total attributable to equity holders |
|
|
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
As at 30th April 2010 |
- |
- |
- |
- |
|
Share exchange with Ilika Technologies |
121,339 |
- |
- |
121,339 |
|
Share option exercise |
21,039 |
(20,429) |
- |
610 |
|
Issue of shares |
241,170 |
4,933,831 |
- |
5,175,001 |
|
Expenses of share issue |
- |
(764,282) |
- |
(764,282) |
|
Share-based payment |
- |
- |
601,622 |
601,622 |
|
Loss and total comprehensive income |
- |
- |
(642,633) |
(642,633) |
|
|
------ |
------ |
------ |
------- |
|
As at 30th April 2011 |
383,548 |
4,149,120 |
(41,011) |
4,491,657 |
|
|
|
|
|
|
|
Issue of shares |
89,091 |
4,810,900 |
- |
4,899,991 |
|
Expenses of share issue |
- |
(303,703) |
- |
(303,703) |
|
Share-based payment |
- |
- |
211,613 |
211,613 |
|
Loss and total comprehensive income |
- |
- |
(184,947) |
(184,947) |
|
|
------ |
------ |
------ |
------- |
|
As at 30th April 2012 |
383,548 |
8,656,317 |
(14,345) |
9,114,611 |
|
|
------ |
------ |
------ |
------- |
Share capital
The share capital represents the nominal value of the equity shares in issue.
Share premium account
When shares are issued, any premium paid above the nominal value is credited to the share premium reserve.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Company since inception of the business.
23 Accounting policies
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (''IFRSs'') adopted by the European Union.
No directors report has been presented and the directors responsibilities in respect of these financial statements are set out on page 10.
Taxation
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Related party transactions
During the year the Company made recharges of costs to Ilika Technologies Limited of £563,214 (2011: £551,325) and to Altrika Limited of £119,441 (2011:£123,187). In addition the funds raised from the fundraising were transferred to Ilika Technologies Limited. The balance outstanding at the 30th April 2012 for Ilika Technologies limited was £9,075,927 (2011: £4,243,351) and for Altrika Limited was £nil (2011: £123,187).
Share-based payments
The critical accounting estimates, assumptions and judgements underpinning the valuation of the option awards are disclosed in note 22.
Financial instruments
The accounting policy relating to financial instruments is disclosed in note 1.
Profit of the parent company
Loss in the year
No profit and loss account is presented for the Company as permitted by Section 408 of the Companies Act 2006. The Company's loss for the year was £184,948 (2011: £642,633).
Directors' remuneration
The remuneration of the Directors is disclosed in note 4.
Auditors' remuneration
Auditors' remuneration is disclosed in note 3.
Notes to the financial information
24 Investment in subsidiary undertaking
Investments in Group undertakings are stated at cost.
Ilika plc has a wholly owned subsidiary, Ilika Technologies Limited. Ilika Technologies Limited (Incorporated in the UK) made a loss for the year of £1,949,515 (2011: £1,893,139) and had net liabilities as at 30th April 2012 of £919,078 (2011: net assets of £1,030,437).
|
|
2011 |
|
Shares in Group undertakings (at cost) |
£ |
|
|
|
|
At 6th May 2011 and 30th April 2012 |
121,339 |
|
|
------ |
Ilika Technologies Limited has a wholly owned subsidiary, Altrika Limited (Incorporated in the UK) which made a loss for the year of £575,817 (2011: £511,712) and had net liabilities as at 30th April 2012 of £1,355,138 (£2011: £779,319).
25 Trade and other receivables
|
|
As at 30th April |
|
|
|
2012 |
2011 |
|
|
£ |
£ |
|
|
|
|
|
Prepayments |
7,650 |
7,404 |
|
Other debtors |
265 |
4,575 |
|
Amounts due from subsidiary undertakings |
9,075,927 |
4,366,538 |
|
|
------ |
------ |
|
|
9,083,842 |
4,378,517 |
|
|
------ |
------ |
26 Share capital
|
|
As at 30th April |
|
|
|
2012 £ |
2011 £ |
|
Authorised |
|
|
|
45,482,433 Ordinary Shares of £0.01 each (2011: 36,573,359) |
454,824 |
365,734 |
|
1,781,400 Convertible Preference Shares of £0.01 each |
17,814 |
17,814 |
|
|
------ |
------ |
|
Allotted, called up and fully paid |
|
|
|
45,482,433 Ordinary Shares of £0.01 each (2011: 36,573,359) |
454,824 |
365,734 |
|
1,781,400 Convertible Preference Shares of £0.01 each |
17,814 |
17,814 |
|
|
------ |
------ |
|
|
472,638 |
383,548 |
|
|
------ |
------ |
Share Rights
The ordinary share and preference shares rank pari passu in all respects other than:
· The profits which the Group may determine to distribute in respect of any financial period shall be distributed only among the holders of the ordinary shares. The preference shares shall not entitle the holders of them to any share in such distributions
· On a return of capital or assets on a liquidation, reduction of capital or otherwise the surplus assets of the Group remaining after payment of its obligations shall be applied:
o First, in paying to the holders of the preference shares the amount paid thereon, being the amount equal to the par value of the preference shares excluding any premium
o Secondly, the balance of such surplus assets shall belong to and be distributed amongst the holders of the ordinary shares
The preference share holders have the right, at any time, to convert the preference shares held to the same number of ordinary shares.
On 23rd April 2012, 8,909,074 ordinary shares were issued for a total consideration of £4,899,990. The premium arising on the issue of these shares was £4,810,900 and total issue costs incurred were £303,703.
On 22nd May 2012, 60,000 £0.01 convertible preference shares were converted to £0.01 ordinary shares.
This information is provided by RNS
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