Preliminary Statement

Proteome Sciences PLC 31 May 2002 Proteome Sciences plc PRESS RELEASE PRELIMINARY STATEMENT FOR THE YEAR ENDED 31ST DECEMBER, 2001 5% PLACING TO RAISE £2.6 MILLION For Immediate Release 31st May, 2002 HIGHLIGHTS • Proposed acquisition of Xzillion, the proteomics division of Aventis R&T, for £12.6million through the issue of 18 million Proteome Sciences ordinary shares at a price of 70 p per share. (See separate announcement made earlier today) • Xzillion is entirely complementary to the existing activities of Proteome Sciences. The acquisition provides critical mass and high throughput capacity to combine with Proteome Sciences' existing high sensitivity protein separation and characterisation techniques. • Placing with institutions to raise £2.6million at 58p per share, representing 5% of ordinary share capital. • Preliminary results: • Major high sensitivity proteomics facility opened at Kings College, London. • Intronn Inc completed a $7million funding in October 2001. • Veri-Q Inc formed to acquire synthetic oligonucleotide and quality control marker technologies. Proteome Sciences owns a 55% interest. • Loss for 12 months to 31 December 2001 of £2,073,071 (loss £1,405,447). • Current year progress: • Patent granted in Australia to use blood for detection of prions in nvCJD and BSE in cattle. • New data provides a high specificity and predictive accuracy blood test for stroke. • New biomarkers identified in blood for acute organ rejection. • Commercialisation • James Green appointed as Business Development Director in April 2002. • Active discussions in progress with short list of major diagnostics companies for both stroke and TSE. • License and strategic collaboration agreements anticipated this year. With respect to Proteome Sciences' progress and prospects, Christopher Pearce, Chief Executive of Proteome Sciences, commented: 'We have come a very long way in 2001 and the prospects for proteomics look outstanding. Commercialisation is anticipated this year by way of license and research agreements in stroke and TSE, establishing significant valuations for the biomarkers from our existing research projects and new strategic alliances are expected to address other areas of disease. 'The proposed acquisition of Xzillion will be entirely complementary to our existing proteomics programmes and will provide us with critical mass and high throughput capabilities, taking us closer to drug discovery and lead optimisation. This deal includes a strategic research agreement with Aventis Pharma in proteomics. 'The capital expenditure at King's College Laboratory is substantially completed, and with no borrowings other than a small amount of equipment finance, the £2.6m placing of shares announced today, combined with the cash of £3.5m that will be acquired with Xzillion, will provide adequate working capital for the foreseeable future. The prospects look most encouraging and we look forward to completing the purchase of Xzillion at the end of June and exploiting the benefits of its integration with our expanding proteomics capability'. ENDS Attached: Full text of preliminary statement, unaudited consolidated profit and loss account and notes to the financial information. For further information please contact: Proteome Sciences plc Tel : +44 (0) 1932 865065 Christopher Pearce, Chief Executive e-mail : christopher.pearce@proteome.co.uk www.proteome.co.uk Public Relations for Proteome Sciences Ikon Associates Adrian Shaw Tel : +44 (0) 1483 535102 Mobile : + 44(0) 797 9900733 e-mail : adrian@ikonassociates.com Notes to Editors Proteome Sciences plc applies high sensitivity proteomics to identify and characterise differential protein expression in diseases for diagnostic, prognostic and therapeutic applications. It has to date developed sensitive blood assays for stroke, nvCJD, BSE and solid organ transplantation. The main focus of its research currently addresses neurological, neurodegenerative, diabetes/obesity, oncology and cardiovascular conditions. Commercialisation of these programmes will be effected through strategic partnerships. Proteome Sciences is also the largest shareholder in Intronn Inc., the US Company that has developed SMaRTTM, a technology able to modify gene expression at the mRNA level. Preliminary statement for the 12 months to 31st December 2001. Review of Activities The year ended 31st December 2001 has seen a period of major transformation and achievement for the Company as scientific attention increasingly concentrates on proteins and protein modification following the sequencing of the human genome in February 2001. This has focused the spotlight on proteomics and the crucial role that it will play in addressing disease. In 2001, Proteome Sciences successfully changed from being a virtual company, funding research externally in major academic centres of excellence in proteins to establishing its proprietary facility in London in high output proteomics, combining high sensitivity protein separation with leading edge mass spectrometry for protein identification and characterisation. A range of strategic research partnerships and grant applications are being actively pursued and the facility is generating useful revenue in 2002. Intronn Inc and Veri-Q In October 2001 Intronn Inc. completed a $7m funding against most difficult market conditions. The company has relocated from Raleigh Durham to Maryland with a number of key personnel appointments completed and the prospects for SMaRTTM appear most promising. Proteome Sciences is the largest shareholder in the refinanced Intronn Inc, with AEA and RCT of the US becoming the other major shareholders. The non SMaRTTM assets in synthetic oligonucleotides, standardisation and quality control markers were excluded from the Intronn transaction and were transferred into a new corporation, Veri-Q Inc., in which Proteome Sciences has a 55% interest. These actions have allowed the Company to concentrate its main attention and financial resource on the outstanding opportunities within proteomics. Proteomics The Company has made considerable progress with substantive news flow to date in 2002, in particular from proteomics. A patent has been granted in Australia to use blood for the purposes of detection of prions in nvCJD and BSE in cattle. Further new biomarkers have been identified in blood for CJD, nvCJD and BSE (TSE) for which patent applications have been filed. Proteome Sciences has new data from the stroke marker in blood resulting in a test with 100 per cent specificity and positive predictive accuracy and has established a collaboration with ReNeuron plc to identify proteins expressed in brain repair in response to stroke to address new drug targets and potential therapeutic entities. The stroke research is currently focussed on the differences between ischaemic and haemorrhagic stroke and encouraging progress is being made. In solid organ rejection, Proteome Sciences has identified new biomarkers in blood for acute rejection which complements the markers previously identified in chronic rejection. Commercialisation The Company has made considerable advances towards commercialisation of the proteomics portfolio, in particular in stroke and TSE. The Company appointed James Green as Business Development Director in April 2002 and is in active discussions with a short list of major companies for both stroke and TSE. License and strategic collaboration agreements are anticipated this year and it is expected that tests for these applications could be on the market in 12 to 18 months time. In the twelve month period ended 31st December, 2001 Proteome Sciences incurred a pre-tax loss of £2,073,071 (2000 : £1,405,447). At the year end cash balances stood at £1,061,024. This was after incurring exceptional costs in respect of refurbishment of the new laboratory in London and its fitting out and equipment. Outlook Commenting on the Company's progress and prospects, Christopher Pearce, Chief Executive said : 'We have come a very long way in 2001 and the prospects for proteomics look outstanding. Commercialisation is anticipated this year by way of license and research agreements in stroke and TSE, establishing significant valuations for the biomarkers from our existing research projects and new strategic alliances are expected to address other areas of disease. The proposed acquisition of Xzillion will be entirely complementary to our existing proteomics programmes and will provide us with critical mass and high throughput capabilities, taking us closer to drug discovery and lead optimisation. This deal includes a strategic research agreement with Aventis Pharma in proteomics. The capital expenditure at King's College Laboratory is substantially completed, and with no borrowings other than a small amount of equipment finance, the £2.6m placing of shares announced today, combined with the cash of £3.5m that will be acquired with Xzillion, will provide adequate working capital for the foreseeable future. The prospects look most encouraging and we look forward to completing the purchase of Xzillion at the end of June and exploiting the benefits of its integration with our expanding proteomics capability'. Placing Proteome Sciences announced that it has today agreed to place, through WestLB Panmure Limited ('WestLB Panmure'), 3,286,206 new ordinary shares of 1 pence each in the Company (the 'new ordinary shares') at a price of 58 pence per share with institutional investors. Pursuant to such agreement, WestLB Panmure has agreed to use its reasonable endeavours to procure subscribers, or itself to subscribe, for the new ordinary shares. An additional 1,290,714 new ordinary shares of 1 pence each in the Company are being placed at a price of 58 pence per share directly with other investors. The placing will raise approximately £2.654m for Proteome Sciences. The new ordinary shares represent approximately 5% of the Company's current issued share capital. The proceeds of the placing will be used to provide additional working capital. Application will be made to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on AIM. The Placing is conditional on Admission becoming effective and the Placing Agreement between the Company and WestLB Panmure becoming unconditional. It is expected that dealings will commence on 11th June, 2002. The new ordinary shares rank pari passu in all respects with the issued ordinary shares of the Company. - Ends - Unaudited consolidated profit and loss account For the year ended 31st December 2001 Year ended Year ended 31st December 31st December 2001 2000 £ £ Administrative expenses (1,455,005) (1,149,995) Realised exchange gains 65,213 303,158 Research and development expenses (720,856) (695,018) Other operating expenses - (35) __________ __________ Operating loss (2,110,648) (1,541,890) Continuing operations (2,028,489) (1,208,039) Discontinued operations (82,159) (333,851) (2,110,648) (1,541,890) Share of associates' operating loss (33,774) - Interest receivable 104,197 158,135 Interest payable and similar charges (32,846) (21,692) __________ __________ Loss on ordinary activities before taxation (2,073,071) (1,405,447) Tax on loss on ordinary activities 69,919 - __________ __________ Loss on ordinary activities after taxation (2,003,152) (1,405,447) Minority interest 26,128 - Loss for the financial year (1,977,024) (1,405,447) __________ __________ Loss per share Basic and diluted (2.16p) (1.59p) _________ _________ Notes to the financial information 1. There has been no change to any of the accounting policies set out in the 2001 statutory accounts. 2. Following the loss of £1,977,024 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 31st December 2001 is based on the loss for the year of £1,977,024 and on 91,538,400 Ordinary Shares, being the number of shares in issue and ranking for dividend during the year. b. The calculation of the loss per share for the year ended 31st December 2000 is based on the loss for the year of £1,405,447 and on 88,552,458 Ordinary Shares, being the weighted average 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 31st December 2000 is based on the statutory accounts for that year. These accounts, upon which the auditors issued an unqualified 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. The auditors have not yet reported on the full statutory accounts for the year ended 31st December 2001 which will be posted to shareholders next month. After that time they will also be available at the Company's registered office: Coveham House, Downside Bridge Road, Cobham, Surrey KT11 3EP. This information is provided by RNS The company news service from the London Stock Exchange
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