Final Results

IP2IPO Group PLC 09 March 2005 For immediate release 9 March 2005 IP2IPO Group plc Preliminary results for the year ended 31 December 2004 IP2IPO Group plc (AIM: IPO), the intellectual property commercialisation company, today announces its audited preliminary results for the year ended 31 December 2004. Highlights • Successful flotation of three portfolio companies during 2004 (2003: nil) • Realisation from the sale of shares in a spin out company of £924,000 (2003: nil) • Market value of shares in quoted companies at year end of £24 million (2003: nil) • Revenues increased to £1,183,000 (2003: £222,000) • First full year profit after tax of £322,000 (2003: loss of £583,000) • Cash balance of £34.8 million (2003: £38.2 million) • Acquisition of Top Technology Ventures Limited in June 2004 • Six new spin out companies formed in 2004 - IP2IPO received stakes in each company • Acquisition of 19.9% of share capital of Techtran Group Limited in July 2004 Post year end highlights • Acquired remaining share capital of Techtran Group Limited in January 2005 Commenting on the Group's preliminary results, David Norwood, Chief Executive Officer of IP2IPO, said: 'I am delighted to be able to report such positive results for the year. The flotation of three spin out companies from the IP2IPO portfolio during 2004 is another, highly significant milestone in IP2IPO's development. The flotation of these three companies means that IP2IPO has succeeded in turning an aggregate investment of £739,000 into proceeds of £1 million and quoted shares worth over £24 million at the year end. 'Since the year end, IP2IPO has expanded its operations via the acquisition of Techtran Group Limited, a company with a technology commercialisation partnership with the University of Leeds (one of the UK's leading research universities). This is an extremely constructive start to 2005 which will build on the strong foundations that the Company established in 2004.' For more information contact: IP2IPO (www.ip2ipo.com) 020 7242 9900 David Norwood, Chief Executive Officer Buchanan Communications 020 7466 5000 Tim Anderson, Mark Court, Mary-Jane Johnson IP2IPO Group plc Chairman's statement I am delighted to be able to report that IP2IPO's first full year as a quoted company has been an extremely positive one. Your Company's business is focused on the commercialisation of intellectual property from UK universities. Its business model is based on entering into long-term partnerships with universities and through these, IP2IPO assists its university partners to realise value from their intellectual property assets. In return, IP2IPO has secured the right to significant interests in university spin out companies and technology licences. At the end of 2004, IP2IPO had long-term partnerships with four universities: Oxford, Southampton, York and King's College London. In January 2005, IP2IPO announced a fifth partnership - with the University of Leeds - through its acquisition of Techtran Group Limited. Collectively, IP2IPO's partners have total research income greater than £250 million. 2004 was a highly significant year for IP2IPO. In March, the first university spin out company from the IP2IPO portfolio, Offshore Hydrocarbon Mapping plc, listed on the alternative investment market ('AIM') of the London Stock Exchange. In October, two further companies from the IP2IPO portfolio, Synairgen plc and VASTox plc, followed Offshore Hydrocarbon Mapping plc to AIM. IP2IPO invested a total of £739,000 in these three companies during 2002 and 2003. As at 31 December 2004, the combined market capitalisation of these three companies was just over £150 million and the aggregate value of IP2IPO's holdings was £24 million. First and foremost, the flotation of three companies from the IP2IPO portfolio during 2004 is a demonstration of IP2IPO's business model and its ability to create value from university intellectual property. However, these flotations have also blazed a trail within the university sector. As at 31 December 2004, the combined value of IP2IPO's university partners' interests in the three companies was greater than £20 million. Your Company's Board believes that the successes which IP2IPO has recorded in 2004 will add momentum to the trends which are already prevalent within the university sector and which are driving the commercialisation of intellectual property to the forefront of the strategies of the UK's research-led universities. For the year ended 31 December 2004, IP2IPO generated turnover of £1,183,000, a surplus on the disposal of fixed asset investments of £924,000 and profits for the year of £322,000. I am pleased to report that costs were controlled in line with expectations. During 2005, your Company's primary focus will be on continuing to build a strong portfolio of university spin out companies and to create value from this portfolio. In addition, IP2IPO will remain alert to opportunities to expand its business during the year. Given the growing impetus behind the commercialisation of university intellectual property, the Board of your Company notes the emergence of new entrants into the market. IP2IPO's successes during 2004 have consolidated its position as the market leader, and this gives your Company the opportunity to approach new expansion opportunities selectively. During 2004 there were a number of changes to the Board of your Company. Alex Snow, Harry Fitzgibbons and Andrew Beeson resigned their non-executive directorships and Dr Steven Lee, IP2IPO's former director of life sciences, left IP2IPO to become chief executive of VASTox plc. I would like to express the Board's thanks for the contribution that all the departing directors made to the success of your Company. In August, I took over the chairmanship of your Company from Dr Bruce Smith, who remains a non-executive director and I would like to record the appreciation of the Board for Bruce's services as chairman and for his continuing commitment to IP2IPO. In October, IP2IPO was fortunate to secure the services of Dr Bruce Campbell, who adds a huge wealth of experience to IP2IPO's executive team as chief scientific officer. Graham Richards Chairman 9 March 2005 IP2IPO Group plc Chief Executive Officer's review 2004 has been a year in which IP2IPO focused on proving its business model. Your Company has striven to identify strong commercialisation opportunities from its university partnerships, to build promising university spin out companies and to work with its portfolio of spin out companies to create value. Quoted portfolio performance I am delighted to report that three companies from the IP2IPO stable listed on AIM during 2004: Offshore Hydrocarbon Mapping plc, Synairgen plc and VASTox plc. The table below provides a summary of the position at the year end in respect of each of these three companies. It is IP2IPO's accounting policy to carry these investments at cost (less any provision for impairment). However, on the basis of the closing mid-price of each of these investments on 31 December 2004, their aggregate value was some £24 million. From an operational perspective, it is pleasing to note that the £1 million of proceeds received by IP2IPO on account of its part-disposal of Offshore Hydrocarbon Mapping plc shares is greater than the aggregate costs of all three investments. Date of Cost of Cost of Proceeds of Value of % holding Uplift in value formation investment shares disposal holdings as as at between original sold at 31.12.04 31.12.04 cost of investment and value at 31.12.04 Company £'000 £'000 £'000 £'000 Offshore Hydrocarbon 2002 150 41 1,000 7,131 10 65x Mapping plc Synairgen plc 2003 564 - - 10,159 31 18x VASTox plc 2003 25 - - 6,747 13 270x Total 739 41 1,000 24,037 I am also pleased to report that the flotation of each of the above companies was well received by the stock market and at the year end, all three companies were trading substantially in excess of their listing price. Looking forward, IP2IPO will endeavour to encourage spin out companies in its portfolio to consider a stock market listing, where it believes they have robust business models and exciting growth prospects. Unquoted portfolio performance The unquoted portfolio of fixed asset investments in spin out companies formed under IP2IPO's university partnerships has grown and matured during 2004. At 31 December 2004, your Company had 16 such investments, six of which were formed during the year. These 16 investments are recorded on the balance sheet at cost (less any provision for impairment) and total £5.4m. Six companies in the portfolio raised a total of £6.7 million in private equity finance from third parties during year. Taking into account changes in the share price in any of the unquoted companies by reference to subsequent third party investment, the fair value of the portfolio of unquoted companies at 31 December 2004 is £7.6 million, an increase of 40% over historic cost. Provisions IP2IPO made provisions against fixed asset investments during the year totalling £178,000. These provisions were made against fixed asset investments transferred to IP2IPO from Beeson Gregory (its former parent company) in 2001. Included in the figure above, is a provision of £50,000 against Novarc Limited, which has the result of fully providing against the investment as a consequence of that company's voluntary liquidation in January 2005. Acquisitions during the year In 2004, IP2IPO took the strategic decision to expand its operations into fund management. Accordingly, in June 2004, IP2IPO acquired all of the share capital of Top Technology Ventures Limited, a manager of UK venture capital funds focused on early stage technology investments, for a consideration of £2.4 million. This acquisition generated £2.9 million of goodwill on the Group balance sheet. In the six months following its acquisition, Top Technology Ventures Limited has streamlined its cost base and has announced its intention to expand the funds under its management. Acquisitions after the year end In July 2004, IP2IPO invested £2 million in return for a 19.9% interest in Techtran Group Limited ('Techtran'), a company engaged in the commercialisation of intellectual property from the University of Leeds. This investment enabled IP2IPO to work alongside the Techtran management team and to further assess the strengths of the company. In January 2005, IP2IPO completed an acquisition of all of the share capital of Techtran which it did not already own at that time, for a total consideration of £16.1 million. The University of Leeds is one of the leading research universities in the UK with research income of over £100 million. The partnership between Techtran and the University of Leeds is highly innovative because it is the first instance of a UK university completely outsourcing its technology commercialisation function to the private sector. The partnership commenced in 2002 and has a demonstrable record of success. Techtran already has interests in a portfolio of 13 spin out companies from the University of Leeds. Review of operations During 2004, IP2IPO continued to control costs carefully, incurring consolidated administrative expenses for the year of £3,260,000. In addition, IP2IPO has continued to generate short term revenues through the provision of advisory and fund-raising services. In the second half of 2004, Top Technology Ventures Limited added to both IP2IPO's revenues and profitability. Your Company's cash position is healthy. Cash at the end of the year stood at £34,801,000. Your Company has outstanding commitments to invest significant sums in university spin out companies under the terms of its university partnerships. As at 31 December 2004, these commitments totalled £13,262,000. In addition a further commitment of £800,000 is payable in deferred consideration, due as a result of the acquisition of Top Technology Ventures Limited. The acquisition of Techtran in January 2005 resulted in net cash outflows of approximately £1,561,000. Outlook for 2005 I am confident in both the strength of the pipeline of new intellectual property opportunities available to IP2IPO and the overall rigour of IP2IPO's business model. I am also delighted with the progress that IP2IPO has made in the early part of 2005 and I believe that the acquisition of Techtran will cement IP2IPO's position as the UK's leader in the field. As the business grows and its head count expands, I expect our cost base to rise. However, your Company's management will monitor this carefully and will seek to match costs against sources of short term income wherever possible. The successful flotation of Offshore Hydrocarbon Mapping plc, Synairgen plc and VASTox plc demonstrates not only that universities are important engines of breakthrough inventions, but with the right support, university spin out companies can mature rapidly and can develop into robust, stand-alone businesses in a relatively short period of time. During 2005, market conditions permitting, IP2IPO will seek to build on its 2004 record. David Norwood Chief Executive Officer 9 March 2005 IP2IPO Group plc CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 31 December 2004 2004 2003 Note £'000 £'000 Turnover Continuing operations 519 222 Acquisition 664 - 1,183 222 Administrative expenses Provision against fixed asset investments (178) (109) Other (3,260) (1,170) Total (3,438) (1,279) Surplus on disposal of fixed asset investments ...... Continuing operations 924 - Operating profit (loss) Continuing operations (1,435) (1,057) Acquisition 104 - (1,331) (1,057) Interest receivable and similar income 1,616 474 Profit (loss) on ordinary activities before taxation 285 (583) Tax on profit (loss) on ordinary activities 37 - Profit (loss) on ordinary activities after taxation 4 322 (583) Basic profit (loss) per ordinary share 3 0.79p (1.9p) Diluted profit (loss) per ordinary share 3 0.77p (1.9p) There is no difference between the profit (loss) on ordinary activities before taxation and the profit (loss) for the years stated above, and their historical cost equivalents. There are no recognised gains and losses other than the profit (loss) above and therefore no separate statement of total recognised gains and losses has been presented. IP2IPO Group plc CONSOLIDATED BALANCE SHEET As at 31 December 2004 2004 2003 Note £'000 £'000 Fixed assets Intangible fixed assets Goodwill 2,850 - Other 15 12 Tangible fixed assets 55 27 Investments Equity rights 16,861 17,556 Equity investments 9,988 5,804 Investments in Limited Partnerships 87 - 26,936 23,360 29,856 23,399 Current assets Debtors 1,238 170 Cash at bank and in hand 34,801 38,245 36,039 38,415 Creditors: Amounts falling due within one year (3,345) (774) Net current assets 32,694 37,641 Total assets less current liabilities 62,550 61,040 Creditors: Amounts falling due after more than one year - (383) Provision for liabilities and charges (90) - Net assets 62,460 60,657 Capital and reserves Called up share capital 4,129 4,064 Share premium account 59,605 58,972 Merger reserve 783 - Profit and loss account (deficit) 4 (2,057) (2,379) Total equity shareholders' funds 62,460 60,657 IP2IPO Group plc Consolidated Cash Flow Statement For the year ended 31 December 2004 2004 2003 £'000 £'000 Net cash outflow from operating activities (2,021) (708) Returns on investments and servicing of finance Interest received 1,374 474 Net cash inflow from returns on investment and servicing of finance 1,374 474 Taxation - - Capital expenditure and financial investment Purchase of intangible fixed assets (4) (12) Purchase of tangible fixed assets (30) (5) Purchase of fixed asset investments (3,728) (1,818) Sale of fixed asset investments 965 - Net cash outflow from capital expenditure and financial investment (2,797) (1,835) Net cash outflow before financing and acquisitions 3,444) (2,069) Acquisitions Purchase of subsidiary undertaking (911) - Net cash acquired with subsidiary 230 - (681) - Net cash outflow before financing (4,125) (2,069) Financing Issue of ordinary shares 681 37,738 Share issue costs - (1,812) Net cash inflow from financing 681 35,926 (Decrease) Increase in cash (3,444) 33,857 IP2IPO Group plc Notes 1. The financial information set out in this preliminary announcement does not constitute the company's statutory accounts, but has been extracted from the company's statutory accounts for the years ended 31 December 2003 and 2004. The auditors' reports on the statutory accounts for the years ended 31 December 2003 and 2004 were unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The statutory accounts for the year ended 31 December 2003 have been delivered to the registrar, while the statutory accounts for the year ended 31 December 2004 will be delivered to the registrar following the company's Annual General meeting. This financial information has been prepared on the basis of the accounting policies set out in the annual financial statements for the year ended 31 December 2003. 2. Availability of statutory accounts Copies of this announcement and the full statutory accounts will be available from the registered office at 1st Floor, 20-21 Tooks Court, Cursitor Street, London, EC4A 1LB, and from the offices of the Group's nominated advisor, KBC Peel Hunt, 111 Old Broad Street, London, EC2N 1PH. 3. Basic and diluted profit (loss) per ordinary share The basic and diluted profit (loss) per ordinary share is based on profits attributable to ordinary shareholders for the year of £322,000 (2003: loss of £583,000). The basic profit (loss) per share is based on the weighted average number of ordinary shares of 40,777,613 in issue during the year (2003: 30,031,187). The diluted profit (loss) per ordinary share in 2004 is based on the weighted average number of ordinary shares plus the potentially dilutive options over ordinary shares of 41,883,290. Since the Group reported a net loss in 2003, the diluted loss per share for that year is equal to the basic loss per share. 4. Reconciliation of shareholders' funds 2004 2003 £'000 £'000 Group Profit (loss) for the financial year 322 (583) Net proceeds of shares issued 1,481 35,926 Net increase in shareholders' funds 1,803 35,343 Opening shareholders' funds 60,657 25,314 Equity shareholders' funds at 31 December 62,460 60,657 5. Notice of AGM The Annual General Meeting will be held at 11am on 27 April 2005 at Buchanan Communications, 107 Cheapside, London EC2V 6DN. This information is provided by RNS The company news service from the London Stock Exchange

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