Final Results - Year Ended 31 December 1999

Proteome Sciences PLC 28 March 2000 Proteome Sciences plc Preliminary Announcement of Financial Results for the year ended 31 December 1999 Chairman's Report Proteome Sciences continues to pursue a focused proteomics research programme to identify changes in protein expression in specific disease states and the usage of such protein markers for diagnostic purposes and as novel molecular targets for drug discovery, principally in the areas of neurological disorders, cancer, chronic heart disease, rejection after solid organ transplantation, diabetes and obesity. In the US, Intronn LLC, the 50 per cent. owned US subsidiary, has developed a proprietary method of gene based therapy. The lead technology, spliceosome mediated RNA trans-splicing (SMaRTT), has a broad spectrum of potential applications ranging from gene therapy for inherited genetic disorders, cancer, and repair of genetic mutations (such as those causing cystic fibrosis), to address the modification of gene expression in plants. At the same time, Intronn has developed some 'tool box' technologies as spin offs from the main SMaRTT programme, including exon tagging, quality control and standardisation markers and oligonucleotide purification. Proteome Sciences proposes to commercialise the results of the research through sub-licensing their use to pharmaceutical, diagnostics, genomics and gene therapy companies. Proteome Sciences expects to generate substantially all its future revenue in this way. Review of Activities Over the last year, I am very pleased to report that proteomics appears to have arrived on centre stage in the field of drug discovery and development, as one of the key techniques necessary to unlock functional genomics. This is particularly significant, given the impending completion of the sequencing of the human genome, and the emphasis now being placed on bridging the gap between an identified gene mutation and a disease condition by looking at subtle qualitative and or quantitative changes in protein expression. By identifying changes in protein expression in disease, proteomics can be utilised to assist in the identification of the same disease association with the gene. By comparing control and disease samples, it is possible to identify over and under expression of proteins in disease and their post-translational modification. These proteins may be targets for drug development or molecular markers of disease playing a role in diagnostic and prognostic monitoring of disease progression. In parallel, gene therapy, the second platform technology in which Proteome Sciences is involved through Intronn LLC is attracting considerable interest and corporate activity both in the US and Europe. The US Patent Office has recently allowed a patent to Oxford Biomedica plc, covering broad aspects of the delivery for retroviral and lentiviral vector systems, which can be used in gene therapy products for a wide range of diseases. In October 1999 Intronn entered into a Material Transfer Agreement ('MTA') with Oxford Biomedica plc in respect of PTMs. This should provide Intronn with an opportunity to exploit the commercial opportunities for its pre-therapeutic RNA molecules (PTMs), by using a wide range of vector delivery systems developed by third parties. PTMs function by base-pairing with a unique (disease associated) pre-mRNA, blocking cis-splicing of the target pre-mRNA and promoting a spliceosome mediated trans-splicing reaction (SMaRTT) to occur between an exon in the PTM and the target pre-mRNA. At the same time, considerable international media attention and debate has centred around genetic modification of plants/crops and developments within agricultural biotechnology. Proteomic Research programme The projects undertaken through the primary collaborative agreements are concentrated in diabetes and obesity, cancer, neurological disease, rejection after solid organ transplantation and chronic heart disease. Diabetes and Obesity At the time of the interim results, Proteome Sciences reported that a group of three patent applications had been filed from the research being undertaken at the University of Geneva and the University of Buckingham. This research related to the proteomic approach being used to identify new molecular targets for pancreatic islet cell function, insulin resistance and obesity. The identification of these proteins has now been completed and further progress with this approach has led to the filing of two more patent applications. The company has entered into Confidential Disclosure Agreements with ten different parties with the intention of establishing a funded research programme for the continuation of this research. This process is being actively pursued and further developments are anticipated during the year. The Company's researchers presented new data to 600 delegates at the Keystone Symposium on Diabetes Mellitus: Molecular Mutations, Genetics and Prospect for New Therapy held on 16-22 February 2000 in Taos, New Mexico, USA, which attracted considerable interest with an experimental paradigm for identifying new molecular targets associated with insulin resistance. By treating normal and insulin resistant mice with the insulin sensitiser drug rosiglitazone, it was possible to identify over 48 proteins that were differentially expressed between normal and insulin resistant mice and which were also modulated by rosiglitazone in the course of inducing insulin sensitivity in the insulin resistant mice. These proteins are potential molecular targets for the treatment of non-insulin dependent diabetes. Cancer The current phase of the research programme at the University of Michigan was concluded at the end of November. The programme has proved highly successful, resulting in patent applications being filed for protein markers for lung, oesophageal, colon and breast cancer, in addition to patent applications relating to proprietary methodologies and techniques. A further patent application was filed in August 1999 for the usage of proteins in the identification and treatment of lung cancer. The University of Michigan was awarded a $10m grant in October by the NIH for proteomic research in oncology to use these proteomic techniques in an integrated genomic approach for DNA and protein analysis and for the molecular analysis of tumours. A special feature of the programme will be the integration of gene expression analysis at both the RNA and protein levels. Proteome Sciences has exercised an option for an exclusive licence to commercialise the results and continues to seek partners to take the programme on to the next stage. Neurological The main emphasis of this research, principally undertaken at the University Cantonal Hospital Geneva, is to identify novel diagnostic and therapeutic targets for a range of neurological disorders including brain damage, stroke, Parkinson's disease, pain and transmissible spongiform encephalopathies (BSE, scrapie, CJD, nvCJD). A proprietary human astrocyte cell line 2D PAGE reference map was established in 1995 for comparison with numerous tissue biopsies, cells and body fluids. A substantial collection of sequential samples from acute stroke patients was collected and the potential marker candidates identified have resulted in a patent application being filed in December 1999 for a diagnostic assay for stroke from a blood sample. The ongoing work programme has provided rapid progress with very interesting results. There continues to be considerable media attention as to the potential risk of substantial numbers of possible CJD/nvCJD victims emerging in the future. Proteome Sciences has maintained its involvement in the area and has focused its attention on using highly sensitive techniques for the early identification of the abnormal forms of the mutated prion protein PrP and to try and identify such changes, preferably in an accessible body fluid. Considerable progress has been made and a further patent application has been filed for a new method of detection of CJD and other forms of TSE. The present invention is for an assay of high sensitivity, specificity and predictive accuracy for CJD taken from a blood sample. The research programme in Parkinson's, to establish a CSF reference map and then to look at different protein expression, has generated data on 34 protein changes of significance between control and disease. These results are in the process of being further analysed with a view to assessing their applicability for patent protection. Rejection after Solid Organ Transplantation/Chronic Heart Disease The aim of the REMAP project is to identify diagnostic and/or prognostic markers of acute organ rejection and to develop a reliable, non-invasive way of detecting acute rejection following solid organ transplantation. The proteomic approach adopted was to identify, by 2DE analysis of sequential tissue biopsy samples, changes in protein expression which either precede or occur during periods of acute rejection. Significant progress is being made with 20 protein spots submitted for protein characterisation. ELISA assays can now start to be developed to test their potential as non-invasive markers of acute rejection using the serum samples collected from the REMAP study patients. The EUREKA grant, provided by the Department of Trade and Industry, has not been fully drawn down and Proteome Sciences has applied for an extension to the grant period. A further patent application was filed in November 1999 in relation to the work undertaken on the vimentin chronic rejection marker. Considerable additional data has resulted from a 109 patient study, conducted over a five year period. This shows that on at least one occasion 107 out of the 109 patients increased their anti-vimentin antibody titres after transplantation. Research into chronic heart disease under the two year funded agreement with Rhone-Poulenc Rorer has made good progress, but detailed results from the programme are not expected to emerge until the end of 2000. The Protein Separation and Analysis Service at Harefield continues to carry out limited third party contracts. Intronn The last year has proved most successful for Intronn. In January, results with SMaRTT technology were presented at the Keystone Symposium, Salt Lake City which demonstrated for the first time the repair of the genetic mutations in the mRNA which is defective in cystic fibrosis, SMaRTT offers a major advantage using vector systems by specifically restricting treatment to the faulty fibrosis cells, thereby preventing other healthy cells from being damaged. In March, SMaRTT featured in the March edition of Nature Biotechnology. The magazine press release reported a novel gene therapy approach that exploited the cellular machinery for editing RNA to correct faulty genes, a human protein engineered to sabotage cancer cells, and a plant genetically engineered for improved nutritive value. In a review of the article Professor Ryszard Kole of the University of North Carolina said, in principle, that the trans-splicing approach should be able to modify any gene in any cell type. Intronn was awarded a Phase 1 SBIR grant from the National Institute of Health (NIH) in the USA for $235,000, more than twice the level that had been requested. In August 1999, notification was received of the issuance of Intronn's first main US patent which covers the SMaRTT gene therapy platform. Notification was received by Intronn in February 2000 from the Cystic Fibrosis Foundation in the USA that it has been awarded a grant for part of the cystic fibrosis programme. At the time of the interim results in October, the Board was evaluating the options available to maximise the value of Proteome Sciences' interest in Intronn. The options contemplated included a separate structure for the company with independent funding and a possible future listing. Agreement has been reached with Intronn Holdings LLC, the owners of the remaining 50 per cent. of Intronn LLC, to simplify the ownership structure, whereby Intronn LLC will be incorporated and the differing profit participations will be exchanged for equity in the new company. Under these arrangements, Proteome Sciences will be allotted 60 per cent. of the equity and Intronn Holdings 40 per cent. The process to raise the appropriate funding for Intronn and the search for a CEO with profile and expertise in gene therapy is underway and further developments are expected in the first half of the year. The main alternative technologies to SMaRTT centre on ribozymes and antisense. In November, Intronn entered into MTAs in respect of PTMs with King's College, London and The General Hospital, Salzburg, Austria, where Intronn's constructs will be tested for specific neurological and dermatological applications. On the basis of current interest, Intronn anticipates that it may soon enter into a funded programme to determine the efficiency of SMARTT technology to address the modification of gene expression in plants with a major company. Such a project is expected to be completed within twelve months. If satisfactory results are achieved, the company will negotiate a collaborative licensing and Research and Development agreement with Intronn with related milestone and royalty payments. Results In the twelve month period ended 31 December 1999, Proteome Sciences incurred a pre-tax loss of £1,229,758 (1998: £1,850,527). A reversal of the realised foreign exchange loss of the previous year and a reduction in the level of research and development costs have been the main factors contributing to the lower level of losses. At the year end, cash balances stood at £446,818. As disclosed at the time of the Interim Results in the second half of 1999, Proteome Sciences implemented the contingency plan, referred to in the 1998 Annual Report and Accounts which involved reductions in overhead costs and the level of research expenditure. Current Outlook Whilst the potential of proteomics has been widely recognised for a number of years, it was only in 1999 that it came of age, with a handful of international collaborative research agreements established in proteomics in the second half and early 2000 with major pharmaceutical companies. Proteomics is not only an important tool that complements the information provided by genomics, potentially it also provides a more efficient method of understanding disease mechanisms and a fast track to genes, as well as drug targets. Proteome Sciences has been using proteomics for proprietary discovery since the early 1990s to identify protein changes in disease. The company has concentrated on 'high output' rather than 'high throughput', addressing quality of samples, separation and sensitivity of detection, rather than volume and its focus on direct discovery rather than third party contract research. This was a strategic decision by the Board to position Proteome Sciences in what it considered to be the optimal position to realise long term shareholder value. A portfolio of over twenty patents and patent applications has been established, largely concentrated on changes in protein expression across the range of diseases covered by the research programme. Over the last two years, the Board has been frustrated with the time required to commercialise the results of the research programme with major pharmaceutical companies and to convert the protein markers into licences and commercial revenue. As pointed out earlier in my statement, it is only as we are moving through 2000 that the tide appears to be changing and that now there is beginning to be a wider appreciation of the potential value of Proteome Sciences' intellectual property and its position in proteomics and gene therapy. As indicated above, in order to conserve its financial position, Proteome Sciences implemented reductions in overhead costs and the level of research expenditure at the time of the Interim Results in October 1999. The programmes at the University of Michigan and the University Cantonal Hospital Geneva were deferred at the end of November and December respectively, with the diabetes/obesity programme at the University of Geneva and the University of Buckingham and the arrangements at Harefield, London continuing into 2000. In the interim statement, Proteome Sciences stated that it intended to resume part or all of the research programmes in the light of the market background, the status of licensing arrangements, research partnerships and the level of funding available. Subject to completion of the proposed Placing and the Open Offer, I am pleased to report that Proteome Sciences will have the necessary funding to resume the full proteomic research programmes with its main collaborative partners and to take the research through to commercialisation. With a new level of perception and acceptance of proteomics, the Board feels that it is now appropriate to move the corporate structure at Proteome Sciences to a less virtual basis and subject to raising sufficient funds under the Open Offer is proposing to establish its own small specialist proteomics facility in the UK. In addition to the protein facilities based at Harefield, this will provide a core research facility to undertake partnership research programmes with pharmaceutical companies and to accelerate the projects underway through the collaborations with the HCUG, Harefield, London, the University of Buckingham and the University of Geneva. A senior business development manager has been appointed, with a strong background in protein separation, mass spectrometry and bioinformatics, to interface between the scientific researchers and the corporate customers/prospective licensees and to accelerate the commercialisation process. The research projects in diabetes/obesity, stroke, TSE, CJD, nvCJD and chronic heart disease/rejection, have all reached exciting stages in their development and there should be an interesting news flow through 2000 and 2001. The Directors intend to pursue an active licensing and partnership programme to exploit the Company's research. The Board is particularly encouraged by the development of the assay of high sensitivity, specificity and predictive accuracy for CJD and the diagnostic assay for stroke, both taken from blood samples. Everyone is at risk from stroke and there are at least 350,000 people disabled by it at any one time in the UK and it is the UK's third highest killer disease (source: The Stroke Association). The company is looking at various grant schemes in the UK and the EEC to supplement the portfolio of Proteome Sciences' research projects. In the US, Intronn should benefit considerably from incorporation and is looking to appoint a high profile CEO with a gene therapy background, to take the company through its first major funding round, expected to close in July. In light of the buoyant activity in the biotechnology section in 2000, the Board will continue to evaluate the options available to maximise the value of its interest in Intronn, in particular in respect of external funding and the possibility of a listing in the US. On the basis of current interest, Intronn anticipates that it may soon enter into a funded programme to determine the efficiency of SMaRTT technology to address the modification of gene expression in plants with a major company. Such a project is expected to be completed within twelve months. If satisfactory results are achieved, the company will negotiate a collaborative licensing and Research and Development agreement with Intronn with related milestone and royalty payments. Other opportunities for similar agreements for SMaRTT applications will be actively pursued. Intronn has several manuscripts which have been submitted for review by scientific journals which should further substantiate and extend the SMaRTT technology platform and its potential applications. Results should flow through from the MTA agreements already in place and a number of other agreements are anticipated before the end of the year. After its successful Phase 1 SBIR grant, Intronn is in the process of submitting a major application for a Phase 2 SBIR grant. This should all combine to provide an exciting backcloth for Intronn in 2000 and to help establish a strong basis of valuation for the refinanced entity, where Proteome Sciences will remain the principal shareholder. In the last six months of 1999, there were increasing levels of corporate and merger activity in the biotechnology sectors on both sides of the Atlantic. At the time of publication of the Interim Results in October, the Directors pointed out the pressures for consolidation in the industry and the creation of larger units of specialist focus and 'one stop solutions'. Subject to completion of the Placing and the Open Offer, the Directors consider that the funding requirements for Proteome Sciences will be addressed for the foreseeable future. The Board continues to investigate a range of options, including possible merger, strategic alliances and other opportunities which could enhance shareholder value. Proteome Sciences has established a unique position in proteomics and in gene therapy through SMaRTT technology. The Directors believe that the Company is strongly placed to capitalise from the two technology platforms and the Board looks forward to the future with confidence and to the application and commercialisation of the two technology platforms in functional genomics. As a closing comment, I would like to take this opportunity to sincerely thank our employees, scientists, collaborators and consultants for their hard work and commitment which have contributed to the success of Proteome Sciences' research programme. R Stephen Harris Chairman Unaudited Consolidated profit and loss account For the year ended 31st December 1999 Notes 1999 1998 £ £ Administration (761,396) (1,061,510) expenses Realised exchange 4 71,072 (22,246) gains/(losses) Research and (560,190) (904,707) development expenses Other operating (5,614) (13,528) expenses -------- --------- Operating loss (1,256,128) (2,001,991) Interest 32,817 155,349 receivable Interest payable 3 (6,447) (3,885) and similar charges -------- --------- Loss on ordinary 4 (1,229,758) (1,850,527) activities before taxation Tax on loss on 7 - - ordinary activities -------- --------- Loss for the 16 (1,229,758) (1,850,527) financial year ======== ========= Loss per share Basic and diluted 8 1.57p 2.38p ======== ========= Notes to the Financial Information. 1.There has been no change to any of the accounting policies set out in the 1998 statutory accounts. 2. Following the loss of £1,229,758 incurred in the period, the Directors do not recommend the payment of a dividend. 3.(a) The calculation of the loss per share for the year ended 31 December 1999 is based on the loss of the financial period of £1,229,758 and on 78,505,304 Ordinary Shares, being the weighted average number of shares in issue and ranking for dividend during the year. (b) The calculation of the loss per share for the year ended 31 December 1998 is based on the loss for the year of £1,850,527 and on 77,717,483 Ordinary Shares, being the number of shares in issue and ranking for dividend during the year. 4. The preceding financial information does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The financial information for the year to 31 December 1998 is based on the statutory accounts for that year. These accounts, upon which the auditors issued an unqualifed opinion, and which did not contain any statement under Section 237(2) or (3) of the Companies Act 1985, have been delivered to the Registrar of Companies.
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