Audited Final Results for the Year Ended 30 Apr...
24/09/2008
GB00B39J5N63
SCANCELL HOLDINGS PLC
Audited Results for the Year Ended 30 April 2008 for Scancell Limited
The Directors of Scancell Holdings Plc are pleased to announce the audited results for Scancell Limited for the
year ended 30 April 2008.
Chairman's Statement
In the last financial year we have consolidated our position in relation to the science and the finances of the Company.
In November, I was elected Non-Executive Chairman and brought my considerable experience in listed companies to the
board. A decision was made at the beginning of 2008 to list the Company on the PLUS Market (www.PLUSmarketsgroup.com)
and successfully achieved on the 24th of September 2008.This has attracted new finance to progress our lead product
SCIB1 into the clinic and continue the development of the ImmunoBody platform. A decision was made by the
directors that they are not paying a dividend for the period.
We look forward to updating shareholders with developments over the coming months.
David Evans
Chairman
Report of the Directors and
Financial Statements for the Year Ended 30 April 2008
for
Scancell Ltd
Contents of the Financial Statements
for the Year Ended 30 April 2008
Page
Company Information 1
Report of the Directors 2
Report of the independent Auditors 4
Profit and Loss Account 5
Balance Sheet 6
Notes to the Financial Statements 7 - 11
Scancell Ltd
Company Information
for the Year Ended 30 April 2008
DIRECTORS: Mr N J F Evans
Prof. L G Durrant
Dr M G W Frohn
Dr R M Goodfellow
Mr T M Rippon
Mr D E Evans
SECRETARY: Mr N J F Evans
REGISTERED OFFICE: Old Police Station
Church Street
Swadlincote
Derbyshire
DE11 8LN
REGISTERED NUMBER: 03234881 (England and Wales)
AUDITORS: Champion Accountants LLP
2nd Floor
Refuge House
33-37 Watergate Row
Chester
CH1 2LE
Scancell Ltd
Report of the Directors
for the Year Ended 30 April 2008
The directors present their report with the financial statements of the company for the year ended
30 April 2008.
PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the discovery and
development of novel monoclonal antibodies and vaccines for the treatment of cancer. Since December
2006 the Company has focussed its activities solely on its vaccine business.
REVIEW OF BUSINESS
The results for the year and financial position of the company are as shown in the annexed financial
statements.
In the last financial year we have consolidated our position in relation to the science and the
finances of the Company. In November I was elected Chairman in succession to Nigel Evans (who has
been in the post for 7 years) and we have been looking at how we might take the company forward with
new financing. A decision has been made to list the company's shares on the PLUS market with the aim
of attracting new finance and this process is well advanced.
The Company has made dramatic progress from the low position reached in May 2006 and we now feel
there are very strong possibilities for shareholders to achieve a good return on their investments.
As ever the chances of this depend on new discoveries in the scientific field and we continue to
support Lindy Durrant in her efforts, on our behalf, to bring it to a marketable state. We depend as
well on the skills and experience of Richard Goodfellow in achieving the potential that the science
offers. I am optimistic that, over the next few years, we will have more encouraging news to report.
DIRECTORS
The directors shown below have held office during the whole of the period from 1 May 2007 to the date
of this report.
Mr N J F Evans
Prof. L G Durrant
Dr M G W Frohn
Dr R M Goodfellow
Mr T M Rippon
Other changes in directors holding office are as follows:
Mr C R Hulatt - resigned 10 September 2007
Mr D E Evans - appointed 20 November 2007
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing 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 financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable
law). The financial statements are required by law to give a true and fair view of the state of
affairs of the company and of the profit or loss of the company for that period. In preparing these
financial statements, the directors are required to
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- 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 proper accounting records which disclose with reasonable
accuracy at any time the financial position of the company and to enable them to ensure that the
financial statements comply with the Companies Act 1985. 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.
Scancell Ltd
Report of the Directors
for the Year Ended 30 April 2008
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section
234ZA of the Companies Act 1985) of which the company's auditors are unaware, and each director has
taken all the steps that he or she ought to have taken as a director in order to make himself or
herself aware of any relevant audit information and to establish that the company's auditors are
aware of that information.
AUDITORS
During the year Champion Accountants LLP were appointed as auditors to the Company.
A resolution to re-appoint Champion Accountants LLP as auditors for the ensuing year will be proposed
at the annual general meeting in accordance with section 385 of the Companies Act 1985.
This report has been prepared in accordance with the special provisions of Part VII of the Companies
Act 1985 relating to small companies.
ON BEHALF OF THE BOARD:
........................................................................
MR D E EVANS - Director
19 September 2008
Scancell Ltd
Independent Auditors Report to the Shareholders of Scancell Limited
for the Year Ended 30 April 2008
We have audited the financial statements of Scancell Ltd for the year ended 30 April 2008 on pages 5
to 11. These financial statements have been prepared in accordance with the accounting policies set
out therein and the requirements of the Financial Reporting Standard for Smaller Entities (effective
January 2007).
This report is made solely to the company's members, as a body, in accordance with Section 235 of the
Companies Act 1985. 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 auditors' 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
The directors' responsibilities for preparing the financial statements in accordance with applicable
law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
are set out on page two.
Our responsibility is to audit the financial statements in accordance with relevant legal and
regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are
properly prepared in accordance with the Companies Act 1985. We also report to you whether in our
opinion the information given in the Report of the Directors is consistent with the financial
statements.
In addition, we report to you if, in our opinion, the company has not kept proper accounting records,
if we have not received all the information and explanations we require for our audit, or if
information specified by law regarding directors' remuneration and other transactions is not
disclosed.
We read the Report of the Directors and consider the implications for our report if we become aware
of any apparent misstatements within it.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial statements. It also includes an assessment
of the significant estimates and judgements made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the financial statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements.
OPINION
In our opinion:
-- the financial statements give a true and fair view, in accordance with United Kingdom Generally
Accepted Accounting Practice applicable to Smaller Entities, of the state of the company's
affairs as at 30 April 2008 and of its loss for the year then ended;
- the financial statements have been properly prepared in accordance with the Companies Act 1985;
and
- the information given in the Report of the Directors is consistent with the financial
statements.
Champion Accountants LLP
Registered Auditors
2nd Floor
Refuge House
33-37 Watergate Row
Chester
CH1 2LE
19 September 2008
Scancell Ltd
Profit and Loss Account
for the Year Ended 30 April 2008
30.4.07 30.4.08
£ Notes £
2,176,317 TURNOVER 231
520,456 Cost of sales 241,262
_________ _________
1,655,861 GROSS (LOSS)/PROFIT (241,031)
700,594 Administrative expenses 268,657
__________ __________
955,267 (509,688)
57,101 Other operating income -
___________ ___________
1,012,368 OPERATING (LOSS)/PROFIT 2 (509,688)
26,905 Interest receivable and similar income 60,649
___________ __________
1,039,273 (LOSS)/PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION (449,039)
148,727 Tax on (loss)/profit on ordinary 3 (43,732)
activities
___________ _________
(LOSS)/PROFIT FOR THE FINANCIAL YEAR
890,546 AFTER TAXATION (405,307)
__________ __________
Basic earnings per share (pence) for loss/ profit
60.26 attributable to equity shareholders (22.40)
Basic earnings per share is calculated by dividing the net loss/ profit for the year attributable to
ordinary equity holders by the weighted average number of ordinary shares outstanding during the
year.
Earnings per share have been calculated on the net basis on the loss on ordinary activities after
taxation of £405,037 (2007 - profit £890,546) using the weighted average number of ordinary shares in
issue of 1,809,471 (2007 - 1,477,817 as adjusted).
CONTINUING OPERATIONS
None of the company's activities were acquired or discontinued during the current year or previous
year.
The notes form part of these financial statements
Scancell Ltd
Balance Sheet
30 April 2008
30.4.07 30.4.08
£ £ Notes £ £
FIXED ASSETS
113,119 Tangible assets 4 86,652
CURRENT ASSETS
19,807 Debtors 5 51,145
1,504,938 Cash at bank and in hand 997,747
_________ _______
1,524,745 1,048,892
CREDITORS
206,209 Amounts falling due within one year 6 88,351
________ ________
1,318,536 NET CURRENT ASSETS 960,541
_________ _______
TOTAL ASSETS LESS CURRENT
1,431,655 LIABILITIES 1,047,193
__________ ________
CAPITAL AND RESERVES
15,060 Called up share capital 8 19,290
4,681,453 Share premium 9 5,100,168
(3,264,858) Profit and loss account 9 (4,072,265)
__________ __________
1,431,655 SHAREHOLDERS' FUNDS 11 1,047,193
_________ _________
These financial statements have been prepared in accordance with the special provisions of Part VII
of the Companies Act 1985 relating to small companies and with the financial reporting standard for
smaller entities (effective January 2007).
The financial statements were approved by the Board of Directors on 19 September 2008 and were signed
on its behalf by:
........................................................................
Prof. L G Durrant - Director
The notes form part of these financial statements
Scancell Ltd
Notes to the Financial Statements
for the Year Ended 30 April 2008
1. ACCOUNTING POLICIES
Accounting convention
The financial statements have been prepared under the historical cost convention and in
accordance with the Financial Reporting Standard for Smaller Entities (effective January
2007).
Turnover
Turnover represents net invoiced sales of goods, services and intellectual property,
excluding value added tax.
Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over
its estimated useful life.
Plant and machinery etc - 33% on reducing balance and
25% on reducing balance
Deferred tax
Deferred tax is provided in full on timing differences which result in an obligation at the
balance sheet date, to pay more tax, or a right to pay less tax, at a future date, at rates
expected to apply when they crystallise based on current tax rates and law. Timing
differences arise from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included in the financial
statements. Deferred tax assets are recognised to the extent that it is regarded as more
likely than not that they will be recovered. Deferred tax assets and liabilities are not
discounted.
Research and development
Expenditure on research and development is written off in the year in which it is incurred.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of
exchange ruling at the balance sheet date. Transactions in foreign currencies are translated
into sterling at the rate of exchange ruling at the date of transaction. Exchange differences
are taken into account in arriving at the operating result.
Hire purchase and leasing commitments
Rentals paid under operating leases are charged to the profit and loss account on a straight
line basis over the period of the lease.
Pension costs and other post-retirement benefits
The company operates a stakeholder pension scheme for directors and employees and also
contributes to eligible directors' personal pension schemes. The contributions payable in the
year are charged to the profit and loss account.
2. OPERATING (LOSS)/PROFIT
The operating loss (2007 - operating profit) is stated after charging:
30.4.08 30.4.07
£ £
Other operating leases 10,763 3,742
Depreciation - owned assets 26,983 44,901
Loss on disposal of fixed assets - 79,187
Auditor's Remuneration 10,000 -
Pension costs - 2,500
________ _______
Directors' emoluments and other benefits etc 15,000 82,646
Auditors' remuneration relates to the audit of the financial statements for this and previous
accounting periods for the purposes of the proposed plus market listing.
Scancell Ltd
Notes to the Financial Statements - continued
for the Year Ended 30 April 2008
3. TAXATION
Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss on ordinary activities for the year was as follows:
30.4.08 30.4.07
£ £
Current tax:
UK corporation tax (43,732) 148,727
Tax on (loss)/profit on ordinary activities (43,732) 148,727
The company has tax losses to carry forward against future profits of approximately
£2,200,000 (30 April 2007 -£1,900,000)
A deferred tax asset has not been recognised in respect of these losses as the company does
not anticipate sufficient taxable profits to arise within the immediate future to fully
utilise them.
The estimated value of the deferred tax asset not recognised, measured at a standard rate of
21% (April 2007-19%) is £462,000 (2007 - £361,000).
4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£
COST
At 1 May 2007 253,112
Additions 516
At 30 April 2008 253,628
DEPRECIATION
At 1 May 2007 139,993
Charge for year 26,983
At 30 April 2008 166,976
NET BOOK VALUE
At 30 April 2008 86,652
At 30 April 2007 113,119
5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.4.08 30.4.07
£ £
Trade debtors 8 8
Taxation recoverable 43,732 -
Other debtors 7,405 19,799
51,145 19,807
Scancell Ltd
Notes to the Financial Statements - continued
for the Year Ended 30 April 2008
6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.4.08 30.4.07
£ £
Trade creditors 32,344 49,628
Corporation tax - 148,727
Other taxation and social security 3,428 3,354
Other creditors and accruals 52,579 4,500
________ ______
88,351 206,209
7. OPERATING LEASE COMMITMENTS
The following annual operating lease payments are committed to be paid:
Land and
buildings
30.4.08 30.4.07
£ £
Expiring:
Between one and five years 12,596 -
8. CALLED UP SHARE CAPITAL
Authorised:
Number: Class: Nominal 30.4.08 30.4.07
value: £ £
3,943,318 Ordinary shares 1p 39,433 40,000
(30.4.07 - 4,000,000)
28,341 Ordinary shares 2p 567 -
40,000 40,000
Allotted, issued and fully paid:
Number: Class: Nominal 30.4.08 30.4.07
value: £ £
1,872,421 Ordinary shares 1p 18,723 15,060
(30.4.07 - 1,506,158)
28,341 Ordinary shares 2p 567 -
19,290 15,060
On July 19th 2007, the Scancell Ltd Employee Benefit Trust, jointly with the executive
directors Mr N J F Evans, Professor L G Durrant and Dr R M Goodfellow, subscribed for a total
of 422,945 1p ordinary shares at a premium of 99p per share. The consideration of £422,945
was partly financed by a loan of £402,100 from the Company to the Employee Benefit Trust.
Scancell Ltd
Notes to the Financial Statements - continued
for the Year Ended 30 April 2008
9. RESERVES
Profit & Loss Share Premium
Totals A/c
£ £ £
At May 1st 2007 1,416,595 (3,264,858) 4,681,453
Deficit for the period (405,307) (405,307) -
Loan to Employee Benefit Trust to subscribe for shares (402,100) (402,100) -
Premium on Employee Benefit Trust and directors' share 418,715 - 418,715
issue
_________ __________ _________
At April 30th 2008 1,027,903 (4,072,265) 5,100,168
10. RELATED PARTY DISCLOSURES
During the year the following directors provided consultancy services to the company as
follows:
Mr N J Evans £ 6,876 (2007: £37,000)
Dr R M Goodfellow £ 30,523 (2007: £92,500)
Professor L Durrant £ 25,400 (2007: £92,500)
Other creditors at 30 April 2008 include balances owed to companies controlled by the
directors as follows:
Mr N J Evans £ nil (2007: £nil)
Dr R M Goodfellow £ 2,671 (2007: £nil)
Professor L Durrant £ 2,500 (2007: £nil)
All of the above transactions were conducted on normal commercial terms.
On 19 July 2007 all share options granted to executive directors Mr N J F Evans, Professor L
G Durrant and Dr R M Goodfellow, were cancelled and replaced by ordinary shares subscribed
for jointly by the Scancell Limited Employee Benefit Trust and the executive directors.
11. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
30.4.08 30.4.07
£ £
(Loss)/Profit for the financial year (405,307) 890,546
Other recognised gains and losses
relating to the year (net) (402,100) -
Issue of Co shares to EBT & directors 422,945 -
Net (reduction)/addition to shareholders' funds (384,462) 890,546
Opening shareholders' funds 1,431,655 541,109
Closing shareholders' funds 1,047,193 1,431,655
12. CONTINGENT ASSETS
Under an agreement dated 1 December 2006 the Company sold its pre-clinical pipeline of cell
killing monoclonal antibodies to Peptech (UK) Ltd (now Arana Theapeutics plc) for an initial
consideration of £2,000,000 with a further amount of £2,850,000 payable if certain
performance criteria are achieved. Payment of this amount is conditional on the antibodies
reaching certain performance criteria within a period of five years from the date of
completion of the sale. The likelihood of this further amount being received is uncertain and
the financial statements do not reflect any amounts that may be due in the future.
Scancell Ltd
Notes to the Financial Statements - continued
for the Year Ended 30 April 2008
13. GOING CONCERN
The Directors have reviewed the funding position for the forward period and considered the
viability of business plans and budgets. These show that it can continue to trade into 2010
and, if the performance criteria under the agreement with Arana Therapeutics plc are
achieved, well beyond that period.
The Company will require further funding to allow it to fully exploit its Immunobody
platform. To obtain this funding, discussions are taking place with potential business
partners and the Company is in advance stages of raising further funding through a PLUS
Market listing.
The Directors consider that based on the funding it has and the further steps being taken,
the Company will be able to meet all it's obligations for the foreseeable future.
Accordingly, the Directors consider that the going concern basis is appropriate for the
preparation of these financial statements.
14. POST BALANCE SHEET EVENTS
Scancell Holdings plc was incorporated on 14 April 2008 in anticipation of applying for
admission of its shares on the PLUS Market and on 15 July 2008 Scancell Limited became a
wholly owed subsidiary of Scancell Holdings plc.
On 8 September 2008, application was made by Scancell Holdings plc for its ordinary shares to
be admitted to the PLUS Market and it is anticipated that admission will take place on 24
September 2008.
The Directors of the Issuer accept responsibility for this announcement.
Contact Information:
Company:
Scancell Holdings Plc
Professor Lindy Durrant/Dr Richard Goodfellow
Telephone: 0115 8231863
Corporate Advisers:
St Helen's Capital Plc
Duncan Vasey/Barry Hocken
Telephone: 020 7628 5582
Scancell Holdings plc
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