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Preliminary Results

26 Jul 2012 07:00

RNS Number : 5551I
Angle PLC
26 July 2012
 



 

For Immediate Release26 July 2012

 

 

 

ANGLE plc ("ANGLE" or "the Company")

 

Preliminary Audited Results for the year ended 30 April 2012

 

SUCCESSFUL REFOCUS OF THE BUSINESS TO MEDICAL DIAGNOSTICS

 

 

ANGLE plc (AIM: AGL), the specialist medtech company, today announces audited results for the year ended 30 April 2012.

 

Highlights

 

·; Refocus of the business to medical diagnostics with holdings in Parsortix increased from 80% to 90% and Novocellus increased from 82% to 92%.

 

·; Breakthrough in cancer diagnostics at Parsortix offering the potential to address a multi-billion dollar healthcare market in Non-Invasive Cancer Diagnosis (NICD).

 

·; Improved terms for Novocellus agreed with its commercialisation partner ORIGIO to accelerate the progress of the EmbryoSure® IVF viability product. Clinical trials in progress.

 

·; Successful year for Geomerics (33% owned by ANGLE) building sales of its Enlighten real-time dynamic lighting for computer games and expanding its product range.  ·; Equity issues during the year raising £2.5 million to support the increased focus on medical diagnostics. Further fundraising of £0.7 million announced today. See separate release. ·; Planned increase in expenditure, primarily in relation to Parsortix, and an impairment of the holding value for the Acolyte Biomedica earn-out, leading to loss for the year of £2.7 million (2011: loss of £0.4 million). ·; Cash balance at 30 April 2012 of £1.1 million (30 April 2011: £0.6 million).  

 

Garth Selvey, ANGLE's Chairman, commented:

 

"ANGLE is now well positioned in medical diagnostics. The key target for the next financial year is to capitalise on this opportunity by finalising and launching the Parsortix tumour cell analysis product in the research market. Progress has also been encouraging at our other key investments, Novocellus and Geomerics."

These Preliminary Results may contain forward looking statements. These statements reflect the Board's current view, are subject to a number of material risks and uncertainties and could change in the future. Factors which could cause or contribute to such changes include, but are not limited to, the general economic climate and market conditions, as well as specific factors relating to the financial or commercial prospects or performance of individual portfolio companies within the Group's portfolio of investments.

 

 

 

 

For further information:

 

ANGLE plc

01483 685830

Andrew Newland, Chief Executive

Ian Griffiths, Finance Director

 

Cenkos Securities

Stephen Keys, Adrian Hargrave (Nominated adviser)

Andy Roberts (Sales)

 

020 7397 8900

Buchanan

Mark Court, Fiona Henson, Sophie Cowles

 

020 7466 5000

Scott Harris

Stephen Scott, Harry Dee

0207 653 0030

 

 

 

CHAIRMAN'S STATEMENT

 

Introduction

 

During the year, ANGLE secured a breakthrough in cancer diagnostics with the capture of circulating tumour cells (CTCs) in cancer patient blood using Parsortix technology. This offers the potential to address a multi-billion dollar healthcare market for Non-Invasive Cancer Diagnosis (NICD).

 

Reflecting the significance of this opportunity, ANGLE refocused its business to medical diagnostics and increased its holdings in Parsortix, its cancer diagnostic subsidiary, to 90% and Novocellus, its IVF embryo viability subsidiary, to 92%.

 

Funding was raised to progress the medical diagnostic businesses through key milestones and strong progress was achieved, particularly with the Parsortix cancer diagnostic product.

 

ANGLE now has three major investments: Parsortix in cancer diagnostics, Novocellus in IVF embryo viability and Geomerics in computer graphics. Each one of these retains the potential to deliver exceptional returns.

 

Results

 

The loss before tax of £2.7 million (2011: loss of £0.4 million) reflects the Group's increasing emphasis on its medical diagnostic businesses. Expenditure on ventures and controlled investments rose to £1.5 million (2011: £0.8 million) primarily as a result of increased investment in Parsortix. Although the scale of the Management services business reduced reflecting public sector spending cuts, it generated a profit of £0.1 million (2011: £0.3 million) as well as contributing to overheads.

 

The legal case in relation to Acolyte Biomedica concluded during the year. Whilst the judgement was favourable to ANGLE, the level of damages was disappointing and the holding value for the Acolyte Biomedica earn-out was impaired from £1.5 million to £0.2 million. The judgement is now subject to appeal and it is possible that this may lead to some reversal of the impairment.

 

During the year, the cash balance strengthened to £1.1 million at 30 April 2012 (30 April 2011: £0.6 million).

 

Share issues

 

Equity issues during the year raised £2.5 million before expenses to support the increased focus on medical diagnostics with expenditure to develop Parsortix and contribute to Novocellus trial costs and strengthen the Company's balance sheet. Fundraising was staged in order to match achievement of key milestones with the intention of minimising shareholder dilution.

 

Subsequent to the year-end, announced today, shareholders and new investors have agreed a further fundraising of £0.7 million, conditional on HMRC Advance Assurance and admission to trading on AIM. The proceeds will be used to strengthen the Company's financial position and support the launch of the Parsortix cancer diagnostic product for the research market.

 

The ongoing financing strategy is to use non-dilutive sources of funding where possible including: cash generation from sales of the Parsortix research product; selective deals with big pharma giving them a license or other rights to the Parsortix technology for a particular application; securing grants to cover part of the development costs for the product; and trade sales of Group investments.

 

Portfolio companies

 

ANGLE has made substantial progress with its portfolio during the year.

 

Parsortix

 

Parsortix has achieved a major advance during the year with its cancer diagnostic technology being developed and validated for use in the capture of circulating tumour cells (CTCs) in cancer patient blood. Development of a product for research use comprising an instrument and a consumable (the Parsortix CTC cassette) is now well under way. The research product does not require regulatory approval and it is anticipated that the product will be ready for launch later in 2012 to address a research market estimated to be worth over £250 million per annum. Acceptance of the product by key cancer research centres in major international markets will be necessary to support the later launch of a clinical product with regulatory approval for use in Non-Invasive Cancer Diagnosis (NICD) addressing the much larger market estimated to be worth over £6 billion per annum globally.

 

Novocellus

 

During the year, ANGLE negotiated improved terms with its commercialisation partner ORIGIO to accelerate the progress of its Novocellus EmbryoSure® product to market and increased its holding of Novocellus to 92%. The retrospective study, in which the benefit of EmbryoSure® is assessed by considering what would have happened to the pregnancy success rate had EmbryoSure® been deployed, is now in progress and is expected to complete in mid 2013, leading to a product launch in mid 2014. Novocellus' second US patent was granted during the year. This patent extends the period during which Novocellus could receive royalty payments from ORIGIO by an additional six and a half years to October 2028. Post the year end, ORIGIO was acquired by The Cooper Companies Inc, which has indicated its commitment to bringing EmbryoSure® to market as soon as possible.

 

Geomerics

 

Geomerics, 33% owned by ANGLE, had a successful year building sales and expanding its product range and ANGLE provided the company with further support during the year. Geomerics has yet to achieve profitability but its Enlighten real-time dynamic lighting for computer games has now secured sales with five of the top ten games publishers and is positioned for growth.

 

More details of progress are given in the Chief Executive's Statement.

 

Outlook for the full financial year

 

ANGLE is now well positioned in medical diagnostics. The key target for the next financial year is to capitalise on this opportunity by finalising and launching the Parsortix cancer diagnostic product in the research market.

 

 

 

 

Garth Selvey

Chairman

25 July 2012

 

CHIEF EXECUTIVE'S STATEMENT

 

Introduction

 

ANGLE has had a successful year in which it developed its Parsortix technology to successfully capture circulating tumour cells (CTCs) in cancer patient blood. Unlike alternative antibody-dependent technologies, which are complex, expensive and can be unreliable, the Parsortix technology separates CTCs based on their physical characteristics. This technology is already protected by a granted US patent and has a portfolio of patents pending worldwide. The Parsortix product is expected to provide a simple, effective and affordable solution to a major medical need to monitor CTCs in cancer patients' blood.

 

This has the potential to provide major medical benefits in Non-Invasive Cancer Diagnosis (NICD), for example:

 

(1) A cancer patient who is in remission should not have CTCs circulating in their blood. A simple blood test could be taken on a periodic basis to check that this remains the case. Evidence of an increase in the number of CTCs in the blood would suggest the possibility of relapse and enable early treatment.

 

(2) Some drugs work only with a proportion of patients. CTC capture and analysis may improve selection of appropriate drugs and therapeutic regimes for the patient avoiding the costs and side effects of unnecessary chemotherapy.

 

(3) Some cancers are difficult to identify before they present symptoms, by which time they are already dangerously established. In addition, there are cancers, which are very difficult to analyse because tumour biopsy is restricted by the location or type of cancer. In both cases analysis of CTCs has the potential to give doctors vital information allowing improved diagnosis and treatment.

 

During the year, ANGLE also made good progress with its two other key portfolio companies, Novocellus and Geomerics, and the Management services business continued to make a profitable contribution.

 

Parsortix (90%) (cancer diagnostics)

 

Parsortix has developed an innovative cell separation platform technology for the isolation of cells in blood, including cells which occur in very low numbers.

 

This technology was previously proven in the separation of intact foetal cells from peripheral maternal blood for diagnosis of genetic abnormality and is now being developed by ANGLE as a cancer diagnostic tool for the capture of CTCs in cancer patient blood.

 

During the year, ANGLE increased its holding in Parsortix to 90% and made substantial progress, as follows:

 

·; ANGLE initiated a product development programme to utilise its Parsortix GEN1 separation technology for a cancer analysis device to capture CTCs in cancer patient blood.

 

·; The Parsortix separation technology was successfully used to capture CTCs in the blood of patients suffering from the most common cancers for men and women, namely prostate cancer and breast cancer. This was a major technical achievement since CTCs are extremely low in number, with as few as one CTC in one billion blood cells.

 

·; The Parsortix separation device successfully captured cultured breast cancer cells, prostate cancer cells, lung cancer cells, colon cancer cells and ovarian cancer cells in spiked blood, demonstrating its potential for a simple, effective and affordable technique, irrespective of cancer type.

 

·; The US Patent Office granted Parsortix a US patent on its separation technology and patents are pending in all major economic territories worldwide.

 

·; Parsortix established research partnerships with the Cancer Research UK funded Paterson Institute for Cancer Research, The University of Manchester's world-leading cancer research institute, and with the University of Surrey's Oncology Department at the Postgraduate Medical School, University of Surrey.

 

·; ANGLE developed a Parsortix GEN2 separation technology and established that it has the characteristics needed for a successful product allowing analysis of sufficient volumes of blood in a sufficiently short time. Technique sensitivity was also confirmed, with identification and enumeration of CTCs at numbers as low as only 15 cells in 8ml of blood, equating to one cancer cell in 2.8 billion blood cells.

 

The Parsortix separation technology is not dependent on antibody affinity capture. It offers the potential to capture CTCs, without knowing in advance which cancer is to be identified and regardless of whether there is an antigenic marker available for the particular cancer.

 

Capture of the CTCs in cancer patient blood may enable the development of a simple blood test for Non-Invasive Cancer Diagnosis (NICD) to allow the:

 

·; Prognostic assessment of patients to predict the likely outcome of their cancer enabling a more informed consideration of their treatment options at the outset;

 

·; Monitoring of cancer patients during treatment to assess their progress and determine which treatments are likely to be effective for them;

 

·; Post-treatment monitoring of patients in remission for early detection of potential relapse, with the potential to improve treatment success rates for secondary cancers.

 

A Parsortix CTC analysis product for research purposes is being developed, involving a GEN3 cassette as a consumable together with a compact and relatively inexpensive automated instrument on which to run the separation. This work is in progress and should be complete in time for us to take delivery of the first units in Q3 this year. Sales for research purposes can then commence once the product has been tested both in-house and by our partners.

 

A research product does not require regulatory approval. CTC biology and its clinical application is a rapidly developing research field. Potential customers are cancer research centres investigating the development of cancer and pharmaceutical companies developing new cancer drugs. We aim to make first sales by the end of 2012.

 

The research product will be subjected to patient trials and comparative studies with established antibody based detection techniques to support CE Marking in Europe and FDA approval in the United States for a clinical product to be used in the treatment of cancer patients worldwide.

 

Other investee companies

 

Novocellus (92%) (IVF embryo viability) Novocellus has agreed a partnership with ORIGIO, a leading supplier of specialised IVF products, to bring the Novocellus embryo selection product, EmbryoSure® to market. ORIGIO then have the right to license the EmbryoSure® IP in exchange for milestone payments and a royalty on future sales. Novocellus' product EmbryoSure® offers the potential for increased pregnancy rates in IVF and reduced health risks.  During the year, ANGLE negotiated improved terms with its commercialisation partner ORIGIO to accelerate the progress of the EmbryoSure® product to market and also increased its holding of Novocellus to 92%. The 400 patient retrospective study is now in progress and is expected to complete in mid 2013, with product launch in mid 2014. Novocellus' second US patent was granted during the year. This patent extends the period during which Novocellus could receive royalty payments from ORIGIO by an additional six and a half years to October 2028.

 

ANGLE will share the financial risk of the retrospective study and development of the analysis module with ORIGIO up to a maximum of £0.5 million on condition that the study is progressed without undue delay and, once CE marking is obtained, the product is launched in the UK market. Both parties have the option to review their continuing involvement after completion of the retrospective study. All rights will revert to Novocellus if ORIGIO do not progress the product rapidly to the next stage of development. The retrospective study is expected to be completed mid calendar year 2013.

 Novocellus has the potential to receive milestone payments of up to £4.5 million and royalty income of up to 25% on EmbryoSure® sales. The royalty potential for Novocellus if the product is adopted across all of ORIGIO's existing customer base is circa £25 million per annum until 2028.  Since the year end, ORIGIO has been acquired by Cooper Companies Inc. Cooper is a global medical device company with revenues exceeding US$1 billion per annum and is investing to develop its business in women's health and IVF.

 

Geomerics (33%) (computer games middleware and computer graphics)

 

Geomerics had a successful year building sales and expanding its product range. Geomerics' Enlighten™ real-time dynamic lighting for computer games has now been sold into 23 computer games of which 4 have been published and 19 are in production. Enlighten is already in games published by five of the top ten worldwide publishers including Electronic Arts (EA) the number 1 publisher globally, Square Enix the number 1 in Japan, Microsoft, THQ and Take 2. The sales pipeline is worth over US$2.5 million and is growing with customers evaluating Enlighten for a further 25 computer games.

 

There was wide acclaim on the release of the first major titles using Enlighten, Battlefield 3 and Need for Speed: The Run. Battlefield 3 won the Game of the Year BAFTA Award and is the fastest selling EA game ever, selling more than 5 million units in its first week of release. Enlighten is the only real-time global illumination solution available for computer games, enabling the lighting to be realistically calculated in real-time as the player interacts with the game environment and other players. As a result, Enlighten provides a much more realistic player experience.

 

During the year, Geomerics launched new products for mobile devices and for Nintendo's new WiiU™ console. These new products significantly expand the addressable market for Geomerics products. Geomerics also successfully completed the third and final milestone in its corporate partnership with one of the world's leading technology companies, resulting in a final milestone payment being received by Geomerics and the development of new capabilities to make Geomerics products 'next generation technology ready'.

 

Enlighten is optimised to run on PlayStation®3, Xbox 360™ and PC and now supports a wide range of mobile devices including the iOS-based iPad and iPhone, Android devices and PlayStation®Vita.

 

Geomerics won the Technical Innovation award at the Develop 2012 Awards event, voted for by the UK development community.

 

*Percentage shareholdings in investee companies based on issued share capital as at 30 April 2012.

 

Acolyte Biomedica

 

ANGLE has deferred consideration due in respect of the sale of its investment in Acolyte Biomedica (medical diagnostics / MRSA detection), which is subject to dispute between the former Acolyte shareholders and the purchaser. During the year, legal action undertaken by the major former Acolyte shareholder (the claimant) completed. The judge found in favour of the claimant that the purchaser was "in breach of its obligation diligently to seek regulatory approval for BacLite in the US" and "in material breach of its obligation actively to market [BacLite]".

 

There is now the potential for ANGLE to pursue its own claim against the purchaser. However the damages award was lower than expected and is now subject to appeal, which is expected to be concluded by the end of 2012. We have impaired the value held in Other receivables to reflect the damages award but intend to await any possible further developments, prior to seeking settlement by the purchaser of our outstanding earn-out.

 

ANGLE made the decision not to commit capital to pursue this case and is therefore not subject to any legal costs in respect of the case.

 

Management services

 

The Management services business has been constrained by Government cut backs but continued to operate profitably. During the year, it made a continuing contribution to corporate overheads and a modest profit of £0.1 million (2011: £0.3 million).

 

Whilst some existing contracts have reached their conclusion in line with their contract terms, ANGLE has recently secured new business as part of the consortia awarded contracts for the two new major Government programmes National Manufacturing Advisory Services and Business Coaching for Growth.

 

Summary

 

ANGLE is making major progress towards its aim of becoming a profitable, cash generative medical diagnostics company. Parsortix is being developed as a high margin operating business in cancer diagnostics. Novocellus has been partnered with ORIGIO, which is responsible for its further development, and offers the potential for milestone payments and licence income. Geomerics is a stand-alone business, which is being developed with a future trade sale in mind.

 

 

 

 

 

………………….

Andrew Newland

Chief Executive

25 July 2012

 

ANGLE PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 APRIL 2012

 

 

Note

 

2012

 

2011

 

£

£

Revenue

5

1,407,073

2,419,613

Other operating income

85,018

9,267

Change in fair value

6

(1,346,073)

174,814

Operating costs

Management services

(1,225,197)

(2,064,485)

Ventures

(518,171)

(429,270)

Controlled investments

(1,005,741)

(339,366)

Share based payments

(146,457)

___(24,920)

(2,895,566)

(2,858,041)

Operating profit / (loss) from continuing operations

(2,749,548)

(254,347)

Finance income

11,182

782

Finance costs

29,081

(7,747)

Net finance income / (cost)

40,263

(6,965)

Profit / (loss) before tax from continuing operations

(2,709,285)

(261,312)

Profit / (loss) before controlled investments and tax

5

(1,817,714)

80,250

Controlled investments

5

(891,571)

(341,562)

Tax

7

-

-

Profit / (loss) for the year from

continuing operations

(2,709,285)

(261,312)

Loss from discontinued operations

-

(171,096)

Profit / (loss) for the year

(2,709,285)

(432,408)

Other comprehensive income

Exchange differences on translating foreign operations

(14,145)

22,741

Other comprehensive income

(14,145)

22,741

Total comprehensive income for the year

(2,723,430)

(409,667)

==========

==========

 

ANGLE PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE YEAR ENDED 30 APRIL 2012

 

 

Note

2012

2011

£

£

Profit / (loss) for the year attributable to:

Owners of the parent

From continuing operations

(2,585,225)

(183,066)

From discontinued operations

-

(171,096)

Non-controlling interests

From continuing operations

(124,060)

(78,246)

From discontinued operations

-

-

____________

____________

Profit / (loss) for the year

(2,709,285)

(432,408)

===========

===========

Total comprehensive income for the year attributable to:

Owners of the parent

From continuing operations

(2,596,670)

(182,796)

From discontinued operations

-

(171,096)

Non-controlling interests

From continuing operations

(126,760)

(55,775)

From discontinued operations

-

-

____________

____________

Total comprehensive income for the year

(2,723,430)

(409,667)

===========

===========

Earnings / (loss) per share

8

From continuing operations

Basic and Diluted (pence per share)

(7.88)

(0.90)

From discontinued operations

Basic and Diluted (pence per share)

-

(0.60)

From continuing and discontinued operations

Basic and Diluted (pence per share)

(7.88)

(1.50)

 

 

ANGLE PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2012

 

 

Note

2012

2011

£

£

ASSETS

Non-current assets

Non-controlled investments

9

2,594,247

2,360,811

Other receivables

9

153,927

1,500,000

Property, plant and equipment

17,234

8,523

Intangible assets

411,123

443,027

Total non-current assets

3,176,531

4,312,361

Current assets

Trade and other receivables

10

888,447

322,949

Cash and cash equivalents

1,120,806

___619,118

Total current assets

2,009,253

942,067

Total assets

5,185,784

5,254,428

=========

=========

EQUITY AND LIABILITIES

Equity

Issued capital

11

3,782,456

3,043,728

Share premium account

15,829,765

14,126,365

Share based payments reserve

299,543

623,440

Other reserve

2,553,356

2,553,356

Translation reserve

(12,846)

(1,401)

Retained earnings

(17,768,343)

(15,455,253)

ESOT shares

(102,172)

(307,987)

Equity attributable to owners of the parent

4,581,759

4,582,248

Non-controlling interests

(175,299)

(48,539)

Total equity

4,406,460

4,533,709

Liabilities

Non-current liabilities

Controlled investments - loans

131,751

221,625

Total non-current liabilities

131,751

221,625

Current liabilities

Trade and other payables

647,573

___499,094

Total current liabilities

647,573

499,094

Total liabilities

779,324

720,719

Total equity and liabilities

5,185,784

5,254,428

=========

=========

ANGLE PLC

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 APRIL 2012

 

 

2012

2011

£

£

Operating activities

Profit / (loss) before tax

(2,709,285)

(261,312)

Adjustments for:

Depreciation of property, plant and equipment

6,874

13,173

(Profit) / loss on disposal of fixed assets

210

661

Amortisation and impairment of intangible assets

32,703

81,030

Exchange differences

(8,943)

(12,552)

Net finance (income) / cost

(40,263)

6,965

Change in fair value

1,346,073

(174,814)

Share based payments

146,457

24,920

Operating cash flows before movements in working capital:

(1,226,174)

(321,929)

(Increase) / decrease in trade and other receivables

(60,290)

45,895

Increase / (decrease) in trade and other payables

205,918

(547,239)

Operating cash flows

(1,080,546)

(823,273)

Research and development tax credits received

-

12,809

Net cash from / (used in) operating activities

(1,080,546)

(810,464)

Investing activities

Purchase of property, plant and equipment

(15,927)

(2,911)

Purchase of intangible assets

-

(1,801)

Purchase of convertible loans

(222,523)

-

Provision of short term loans

(509,337)

-

Repayment of convertible loans

(96,197)

-

Cash and cash equivalents acquired on deemed acquisition

-

2,664

Interest received

272

801

Net cash from / (used in) investing activities

(843,712)

(1,247)

Financing activities

Net proceeds from issue of share capital

2,449,724

754,865

Interest paid

(70)

-

Net cash from / (used in) financing activities

2,449,654

754,865

Net increase / (decrease) in cash and cash equivalents from continuing operations

525,396

(56,846)

Discontinued operations

Net cash from / (used in) operating activities

(25,576)

(169,536)

Net increase / (decrease) in cash and cash equivalents from discontinued operations

_(25,576)

(169,536)

Net increase / (decrease) in cash and cash equivalents

499,820

(226,382)

Cash and cash equivalents at start of year

619,118

846,784

Effect of exchange rate fluctuations

1,868

(1,284)

Cash and cash equivalents at end of year

1,120,806

619,118

========

========

 

ANGLE PLC

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2012

 

 

----------------------------------------------- Attributable to owners of the parent -----------------------------------------------

Share based

Total

Non-

Issued

Share

payments

Other

Translation

Retained

ESOT

Shareholders'

controlling

Total

capital

premium

reserve

reserve

reserve

earnings

shares

equity

interests

equity

£

£

£

£

£

£

£

£

£

£

At 1 May 2010

2,713,293

13,701,935

1,156,874

2,553,356

(1,671)

(15,625,605)

(342,115)

4,156,067

-

4,156,067

For the year to 30 April 2011

Consolidated profit / (loss)

(354,162)

(354,162)

(78,246)

(432,408)

Other comprehensive income

Exchange differences in translating foreign operations

270

270

22,471

22,741

Total comprehensive income

270

(354,162)

(353,892)

(55,775)

(409,667)

Issue of shares

330,435

424,430

754,865

754,865

Share based payments

25,208

25,208

25,208

Released on forfeiture / lapse

(511,516)

511,516

-

-

Utilised on share schemes

(47,126)

12,998

34,128

-

-

Deemed acquisition of subsidiary

-

7,236

7,236

___ ______

___ _______

___ ______

___ ______

___ ______

___ ________

___ ______

___ _______

___ _______

___ _______

At 1 May 2011

3,043,728

14,126,365

623,440

2,553,356

(1,401)

(15,455,253)

(307,987)

4,582,248

(48,539)

4,533,709

For the year to 30 April 2012

Consolidated profit / (loss)

(2,585,225)

(2,585,225)

(124,060)

(2,709,285)

Other comprehensive income

Exchange differences in translating foreign operations

(11,445)

(11,445)

(2,700)

(14,145)

Total comprehensive income

(11,445)

(2,585,225)

(2,596,670)

(126,760)

(2,723,430)

Issue of shares

738,728

1,710,996

2,449,724

2,449,724

Share based payments

(7,596)

154,053

146,457

146,457

Released on forfeiture / lapse

(419,863)

419,863

-

-

Utilised on share schemes

(58,087)

58,087

-

-

Change in accounting estimate*

(205,815)

205,815

-

-

___ ______

___ _______

___ ______

___ ______

___ ______

___ ________

___ ______

___ _______

___ _______

___ _______

At 30 April 2012

3,782,456

15,829,765

299,543

2,553,356

(12,846)

(17,768,343)

(102,172)

4,581,759

(175,299)

4,404,460

==========

==========

==========

==========

=========

===========

==========

==========

==========

==========

 

 

*During the year the basis for estimating the remaining cost of shares held by the ESOT has been changed from using the original cost less the market value of shares utilised at the date of disposal, to a remaining cost based on the weighted average purchase cost.

ANGLE PLC

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT

FOR THE YEAR ENDED 30 APRIL 2012

 

 

1 Preliminary announcement

The preliminary announcement set out above does not constitute the Company's statutory financial statements for the years ended 30 April 2012 or 2011 within the meaning of section 434 of the Companies Act 2006 but is derived from those audited financial statements. The accounting policies used are unchanged from those used for the statutory financial statements for the year ended 30 April 2011, except as referred to in Note 2. The 2012 statutory accounts will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

 

The auditors' report on the consolidated financial statements for the year ended 30 April 2012 is unqualified and does not contain statements under s498(2) or (3) of the Companies Act 2006.

 

2 Compliance with accounting standards

While the financial information included in this preliminary announcement has been computed in accordance with IFRS, this announcement does not itself contain sufficient information to comply with IFRS.

 

Accounting standards adopted in the year

No new accounting standards that have become effective and adopted in the year have had a significant effect on the Group's financial statements.

 

Accounting standards issued but not yet effective

At the date of authorisation of the Financial Statements, there were a number of other Standards and Interpretations (International Financial Reporting Interpretation Committee - IFRIC) which were in issue but not yet effective, and therefore have not been applied in these Financial Statements. The Directors have not yet assessed the impact of the adoption of standards or interpretations issued but as yet not effective.

 

A number of accounting policies have been slightly reworded and updated for readability.

 

3 Going concern

The Financial Statements have been prepared on a going concern basis which assumes that the Group will be able to continue its operations for the foreseeable future.

 

The Group's business activities, together with the factors likely to affect its future development, performance and financial position are set out in the Chairman's and Chief Executive's Statements.

On 25 July 2012, the Company successfully completed a fundraising of approximately £0.7 million net of costs. It is anticipated that trading will commence in the Fundraising shares in August 2012. The allotment of the Fundraising shares is conditional on admission of the Fundraising shares to trading on AIM becoming effective in accordance with the AIM rules for Companies and the Company receiving Advance Assurance from HMRC of eligibility for EIS relief. The Company has previously received Advance Assurance from HMRC, most recently in January 2012, and nothing has fundamentally changed within the Group since this assurance was received. Based on its understanding of the current rules, and advice received, the Company believes these conditions will be met.

 

The Directors have prepared and reviewed the financial projections for the 12 month period from the date of signing of these Financial Statements. Whilst there are some uncertainties over the timing of cash receipts and payments, based on the level of existing cash, projected income and expenditure (the timing of some of which is at the Group's discretion), the fundraising described above and other committed sources of funding, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in business for the foreseeable future. Accordingly the going concern basis has been used in preparing the Financial Statements.

 

4 Critical accounting estimates and judgements

The preparation of the Financial Statements requires the use of estimates and assumptions and judgements that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates and assumptions and judgements are based on management's best knowledge of the amount, event or actions, and are believed to be reasonable, actual results ultimately may differ from those estimates.

 

The estimates and assumptions and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are described below.

 

Valuation of unlisted investments held at fair value (Note 9)

Valuations of unquoted equity investments are usually based on the last external funding round, or at cost, less any provision for impairment if circumstances indicate the cost may not be recovered. Judgements are required in a number of areas when determining valuation including the treatment of different classes of shares with different rights and a decision on whether or not to impair value and the quantum of the impairment.

 

Valuation of Other receivables held at fair value (Note 9)

Valuation of other receivables relates to the value attributed to an earn-out currently in litigation by the major Acolyte shareholder. There is uncertainty as to the eventual outcome and judgement has been required in order to estimate a fair value.

 

Valuation and impairment of intangible assets

The Group is required to review, at least annually, whether intangible assets have suffered any impairment. The recoverable amount is determined using, amongst others, value-in-use calculations. The use of this method requires the estimation of future cash flows and the selection of a suitable discount rate in order to calculate the present value of these cash flows. When reviewing intangible assets for impairment the Group has had to make various assumptions and estimates of individual components and their potential value and potential impairment impact. The Group considers that for each of these variables there is a range of reasonably possible alternative values, which results in a range of fair value estimates. None of these estimates of fair value is considered more appropriate or relevant than any other and therefore determining a fair value requires considerable judgement.

 

5 Revenue and operating segment analysis

The Group's principal subsidiaries are specialist medical diagnostics companies with pioneering products in cancer diagnostics and foetal health. ANGLE also owns a major investment in a business with a unique computer graphics technology platform and a successful specialist technology consultancy.

 

For management reporting purposes, the Group is divided into the following operating segments:

·; Controlled investments in medical diagnostics where the Group has control, typically as a result of owning in excess of 50% of the equity. These comprise Parsortix, Novocellus and NeuroTargets. They are consolidated and the Group's investment costs are expensed in the statement of comprehensive income.

·; Non-controlled investments where the Group does not have control. These comprise Geomerics and the earn-out in relation to the sale of Acolyte Biomedica. These investments are held on the statement of financial position at fair value, with changes in fair value passing through the statement of comprehensive income.

·; Ventures - activities to establish, develop and create value in technology companies. The Group uses a proprietary Progeny® process to develop these companies, which are referred to as Progeny® companies. ANGLE's unique business model involves ANGLE founding new companies which it controls during the critical early stages of development, before securing third party funding.

·; Management services - provision of Management services to clients including research organisations, corporate and governmental organisations on a fee-for-service basis.

 

The nature of these operations is significantly different.

In assessing performance and making resource allocation decisions, the Board of Directors reviews each segment. The tables below show the operating results by segment together with assets where there has been a material change.

-------------------- Investment --------------------

Controlled investments

Non-controlled investments

Ventures

Management services

Total

£

£

£

£

£

Year ended 30 April 2012

Statement of Comprehensive Income

Revenue

-

79,611

1,327,462

1,407,073

Other operating income

85,018

-

-

85,018

Change in fair value

(1,346,073)

-

(1,346,073)

Operating costs

(1,005,741)

(518,171)

(1,225,197)

(2,749,109)

Operating profit / (loss) before share based payments and interest

(920,723)

(1,346,073)

(438,560)

102,265

(2,603,091)

Share based payments and interest

29,152

-------------- (135,346) --------------

(106,194)

Profit / (loss) before tax

(891,571)

-------------- (1,817,714) --------------

(2,709,285)

Statement of Financial Position

Assets

Investments (non-current)

2,594,247

2,594,247

Other receivables (non-current)

153,927

153,927

Property, plant & equipment and Intangible assets

131,617

296,740

428,357

Trade and other receivables (current)

50,882

837,565

888,447

Cash and cash equivalents

11,960

1,108,846

1,120,806

Total

194,459

2,748,174

2,243,151

5,185,784

Liabilities

Trade and other payables

65,976

581,597

647,573

Loans and borrowings

131,751

-

131,751

Total

197,727

581,597

779,324

 

 

-------------------- Investment --------------------

Controlled investments

Non-controlled investments

Ventures

Management services

Total

£

£

£

£

£

Year ended 30 April 2011

Statement of Comprehensive Income

Revenue

-

61,340

2,358,273

2,419,613

Other operating income

9,267

9,267

Change in fair value

191,881

(17,067)

174,814

Operating costs

(339,366)

(429,270)

(2,064,485)

(2,833,121)

Operating profit / (loss) before Share based payments and interest

(330,099)

191,881

(384,997)

293,788

(229,427)

Share based payments and interest

(11,463)

-------------- (20,422) --------------

(31,885)

Profit / (loss) before tax from continuing operations

(341,562)

-------------- 80,250 --------------

(261,312)

Statement of Financial Position

Assets

Investments (non-current)

2,360,811

2,360,811

Other receivables (non-current)

1,500,000

1,500,000

Property, plant & equipment and Intangible assets

121,674

329,876

451,550

Trade and other receivables (current)

376

322,573

322,949

Cash and cash equivalents

35,462

583,656

619,118

Total

157,512

3,860,811

1,236,105

5,254,428

Liabilities

Trade and other payables

122,313

376,781

499,094

Loans and borrowings

221,625

-

221,625

Total

343,938

376,781

720,719

 

All significant decisions are made by the Board of Directors, with implementation of that decision on a Group-wide basis.

Over 98% of segment revenues and segment assets by geographical location are based in the UK.

The revenue of the Group for the year has been primarily derived from its Management services activities.  In addition the Group provides management services to portfolio companies in the form of non-executive director services, management, accounting and administration support for which it receives fees.

6 Change in fair value through statement of comprehensive income

 

Year ended 30 April

2012

2011

£

£

Change in fair value (Note 9)

(1,346,073)

-

Fair value gain / (loss) on deemed disposal of subsidiaries

-

(17,067)

Fair value gain / (loss) on deemed acquisition of subsidiaries

-

191,881

Change in fair value

(1,346,073)

174,814

==========

==========

 

 

7 Tax

The Group is eligible for the substantial shareholdings relief UK corporation tax exemption. This results in the gain from any disposals of UK investments where the Group has an equity stake greater than 10%, and subject to certain other tests, being free of corporation tax.

 

Tax is therefore based on the profits in the Management services business as relieved by losses incurred in the establishment and development of ventures. Loss relief may not absorb the tax in relation to all of the profits and where this occurs tax is provided on the basis of the estimated effective tax rate for the full year.

 

Controlled investments undertake research and development activities. In the UK these activities qualify for tax relief which may result in tax credits.

 

8 Earnings / (loss) per share

The basic and diluted earnings / (loss) per share is calculated on an after tax loss of £2,709,285 (2011: £432,408).

 

The basic and diluted earnings / (loss) per share are based on 34,397,310 weighted average ordinary 10p shares (2011: 28,732,148). Due to the losses in 2012 and 2011, share options are non-dilutive for the respective years and therefore the diluted loss per share is equal to the basic loss per share.

 

9 Non-controlled investments and Other receivables

The Group's investment portfolio comprises investments in Progeny® companies. Progeny® companies are businesses established by ANGLE to commercialise intellectual property (IP) using ANGLE's proprietary Progeny® process.

Where the Group has control of a Progeny® company (typically owning more than 50% of the equity), these are defined as controlled investments and are consolidated as subsidiaries. At the point control no longer exists, a deemed profit arises and the non-controlled investment is held at fair value in the statement of financial position. In the year to 30 April 2012 costs relating to controlled investments of £1.0 million (2011: £0.3 million) were charged to the statement of comprehensive income.

 

Where the Group does not control a Progeny® company (typically owning less than 50% of the equity), these are defined as non-controlled investments and held on the statement of financial position at fair value, as set out in the table below:

 

Non-controlled investments

Non-current assets

Non-current assets

Total Non-

Unquoted

Unquoted

Current

Equity

Debt

assets

Investment

Investment

£

£

£

At 1 May 2010

2,200,311

-

2,200,311

Additions

160,500

-

160,500

___________

___________

___________

At 30 April 2011

2,360,811

-

2,360,811

Additions

-

222,523

222,523

Interest

-

10,913

10,913

___________

___________

___________

At 30 April 2012

2,360,811

233,436

2,594,247

==========

==========

==========

 

Investments are made in equity and/or in the form of debt (loans). The loans are normally repayable or convertible into equity and may be interest bearing. The loan made during the year was by way of an interest bearing convertible loan note.

The Board has considered a number of factors in determining whether there is evidence that the fair value of an investment has been impaired since its last valuation. These factors have included 1) the positives and negatives in the progress of the investment 2) the current and forecast financial situation of the investment and its ability to make timely sales 3) the original funding environment and the current funding environment and 4) the performance of various small cap and tech indices including AIM, Techmark and NASDAQ in the relevant period.

 

Other receivables

2012

2011

£

£

Non-current assets:

Acolyte Biomedica purchaser

153,927

1,500,000

=======

=======

 

ANGLE's Progeny® company Acolyte Biomedica (medical diagnostics / MRSA detection) was sold in February 2007. ANGLE was due an earn-out but this is subject to dispute between the former Acolyte shareholders and the purchaser.

The legal action by the former major Acolyte shareholder, Porton Capital, in the UK courts against the purchaser, 3M, in respect of its share of the earn-out concluded on 7 November 2011 when the judge handed down his judgement.

ANGLE was pleased that the judge found in favour of Porton Capital and in particular that 3M was both "in breach of its obligation diligently to seek regulatory approval for BacLite in the US" and "in material breach of its obligation actively to market (BacLite)".

ANGLE was surprised however that the damages awarded against 3M were limited to only US$1.3 million, which on a comparable basis would equate to US$0.25 million for ANGLE's earn-out. Porton Capital has been granted permission to appeal and a hearing is expected in late October or early November 2012. ANGLE is currently awaiting any possible further developments in the case.

A fair value of £1.5 million was included in relation to this in ANGLE's statement of financial position under the "Other receivables" category at 30 April 2011. In present circumstances, the Directors believe that it is appropriate to impair the value of the asset to £0.15 million being the fair value based on the Court judgement, but note that the value may be revised in the future as further information becomes available.

Once the situation is known, ANGLE expects to pursue its own claim against the purchaser. At present ANGLE has no exposure to legal costs.

 

10 Trade and other receivables

Trade and other receivables includes a short term loan of £509,337 (2011: £nil) which has been provided to Geomerics Limited, a non-controlled investment. It is anticipated that the loan, which has some characteristics of a convertible loan, will be repaid within 12 months and it has therefore been classified as a current asset.

 

11 Share capital

The Company has one class of ordinary shares which carry no right to fixed income and at 30 April 2012 had 37,824,559 ordinary shares of 10p each allotted, called up and fully paid (2011: 30,437,279).

The Company issued 5,020,000 new Ordinary shares with a nominal value of £0.10 at an issue price of £0.25 per share in a placing of shares, realising proceeds of £1.2 million, net of costs. Shares were admitted to trading on AIM in August 2011.

The Company issued 227,160 new Ordinary shares with a nominal value of £0.10 in consideration for part of the original inventor's Parsortix share holding. The Company issued 224,403 new Ordinary shares with a nominal value of £0.10 in consideration of the 2008 Deferred Annual Bonus scheme. Shares were admitted to trading on AIM in October 2011.

The Company issued 200,000 new Ordinary shares with a nominal value of £0.10 at an issue price of £0.25 per share with regard to the exercise of an option granted to advisors in respect of the July 2011 placing, realising net proceeds of £50,000. Shares were admitted to trading on AIM in November 2011.

The Company issued 1,715,717 new Ordinary shares with a nominal value of £0.10 at an issue price of £0.70 per share in a placing of shares, realising proceeds of £1.2 million, net of costs. Shares were admitted to trading on AIM in March 2012.

12 Shareholder communications

Copies of this announcement are posted on the Company's website www.ANGLEplc.com.

 

The Annual General Meeting of the Company will be held at 2:00pm on 11 October 2012 at ANGLE's offices, 3 Frederick Sanger Road, Surrey Research Park, Guildford, GU2 7YD. Notice of the meeting will be enclosed with the audited statutory financial statements.

 

The audited statutory financial statements for the year ended 30 April 2012 are expected to be distributed to shareholders by 18 September 2012 and will subsequently be available on the Company's website or from the registered office, 3 Frederick Sanger Road, Surrey Research Park, Guildford, GU2 7YD.

 

This preliminary announcement was approved by the Board on 25 July 2012.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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