Frontier Ip Regulatory News (FIPP)

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR)

21 November 2016

AIM: FIPP

Frontier IP Group plc

("Frontier IP", the "Group" or "the Company")

Frontier IP Group Plc is focused on the commercialisation of intellectual property

· Total revenue increased by 27% to £2,030,000 (2015: £1,591,000) - reflecting an unrealised profit on the revaluation of investments of £1,809,000 (2015: £1,421,000)

· Revenue from services increased by 30% to £221,000 (2015: £170,000)

· Profit before tax increased by 75% to £1,131,000 (2015: £647,000)

· Basic earnings per share increased to 4.08p (2015: 2.76p)

· Cash balances at 30 June 2016 of £771,000 (2015: £636,000)

· Net assets per share as at 30 June 2016 of 24.9p (2015: 20.9p)

· Placing raised £1,003,000 (gross)

· Commercialisation agreement signed with first Portuguese University - Évora University

· Post period-end, further expansion into the European market through agreement with Universidade NOVA de Lisboa, Faculty of Science and Technology, Portugal

· Fair value of portfolio companies increased by 65% to £4,651,000 (2015: £2,812,000)

· Portfolio companies PulsiV Solar Limited and Nandi Proteins Limited secured funding

· ex scientia Limited secured partnership with Evotec AG

Neil Crabb, Chief Executive Officer of Frontier IP, said:

"The Group is making good progress in line with its strategy. I am particularly pleased to report the growth in value of our portfolio. We have expanded our network of universities and have increased the size of the equity stakes we are entitled to receive. Our pipeline continues to show healthy expansion, which we expect to convert to growth in our Core Portfolio in the current financial year. We are also seeing strong commercial progress in our existing Core Portfolio, together building the potential for further uplift in value."

Enquiries

Notes to Editors:

Frontier IP specialises in assisting institutions and companies in the commercialisation and exploitation of their intellectual property. It establishes formal and informal relationships with sources of exploitable IP, principally universities. Its core business is building and growing a portfolio of equity stakes in spin-out companies by taking an active involvement in the commercialisation and funding of these businesses. Frontier IP currently has seventeen companies in its portfolio, which exploit IP from a range of institutions. www.frontierip.co.uk 

Chairman's Statement

I am pleased to report that Frontier IP has made strong progress during the year in increasing the value of its portfolio and in extending its access to IP, through its first commercialisation partnership in Portugal.

Frontier IP's core strategy is to generate value by providing best-practice IP commercialisation services to institutions and start-ups, by developing a portfolio of companies capable of commercial success and by providing access to capital for these portfolio companies.

We have seen continued progress in our Core Portfolio and we are again pleased to report a significant increase in the fair value of our portfolio overall to £4.6 million, representing a 65% increase over the same period last year. Successful fundraisings for Nandi Proteins Limited ("Nandi") and PulsiV Solar Limited ("PulsiV") and the ex scientia Limited ("ex scientia") partnership with Evotec AG were notable highlights, which together made a significant contribution to the rise in value of our portfolio overall.

In line with our strategy of extending our access to sources of high-quality exploitable research we extended our sources of deal flow with the addition of an agreement with the Universidade de Évora, Portugal ("Évora"). The Iberian market is relatively underserved in the IP commercialisation sector and this partnership has been forged to assist with the spin-off and licensing activities emerging from Évora's research. The agreement with Évora is the first to be established by the Group with a university outside of the UK, and will focus on generating value from research in Energy, Environment, Materials and Agriculture, where Évora has a leading reputation. Our activity in the region was extended, post period-end, with a second commercialisation agreement with the Universidade NOVA de Lisboa, Faculty of Science and Technology. This faculty has particular research strengths in Materials, Environment, Energy, Biotechnology, Conservation and Restoration. The Group will receive a share of equity in each spin-off company created by both institutions, as well as a share in the licensing revenue they receive.

In recognition of our developing a deeper relationship with the University of Cambridge, and the region more-widely, in November 2016 we were pleased to open a Group office in Cambridge. We also expanded the team in Cambridge with a new commercialisation professional, who will be primarily focused on our activity in Cambridge.

We continued to provide and support access to capital for our Core Portfolio companies during the year, including PulsiV and Nandi, with both completing successful fundraisings. Post year-end, Nandi and Heriot-Watt University, Edinburgh were awarded a £1 million grant from Innovate UK under its "Optimising Food Composition: Fat, Sugar, Salt and Fibre" competition. In line with our portfolio growing and maturing, we continue to extend our industry and financial network, through building an extensive network of funders ranging from institutions, industry investors through to private individuals.

For the year to 30 June 2016, total revenue increased by 27% to £2,030,000 (2015: £1,591,000) as a result of booking an unrealised profit of £1,809,000 (2015: £1,421,000) on the revaluation of investments, principally due to the movement in fair value of three portfolio companies - Nandi, PulsiV and ex scientia. Revenue from services, principally board retainers, fund management fees and license income, increased by 30% to £221,000 (2015: £170,000).

The fair value of our portfolio increased by 65% to £4,651,000 (2015: £2,812,000)

Profit before tax increased by 75% to £1,131,000 (2015: £647,000) reflecting the increased revenue and reduced consultancy costs. The basic earnings per share was 4.08p (2015: 2.76p).

The UK is facing a period of uncertainty following the outcome of the referendum on UK membership of the EU, with economic uncertainty potentially creating more volatility in financial markets and academic institutions concerned about potential impact on research funding. However, the Group sees opportunity in the context of universities looking to diversify their income streams by increasing commercialisation activity and to demonstrate impact. Furthermore, the ability to continue to protect IP should remain unaffected where the European patent system, for example, is not part of EU law and there has been no suggestion by any party that the UK will leave the European Patent Convention which governs European patents and applications.

Looking ahead, we continue to work on a number of new opportunities and intend to continue to grow our portfolio by taking more significant stakes and extending our sources of deal flow. In line with our strategy of broadening the range of capital available to our portfolio companies, we expect to see further portfolio fundraisings during the current financial year.

The Group is seeing excellent progress across its business, both in the UK and internationally, and is well-placed for future growth.

Andrew Richmond

Chairman

Our Performance

Chief Executive Officer's Statement

The Group is making good progress in line with its strategy. I am particularly pleased to report the growth in value of our portfolio, as evidenced by the recent fundraisings. We have expanded our network of universities and, where contracted, have increased the size of the equity stakes we are entitled to receive. We continue to see strong commercial progress in our Core Portfolio building the potential for further uplift in value.

Key Performance Indicators

The key performance indicators for the Group are:

The Group achieved healthy increases in four out of five of its Key Performance Indicators and we expect significant growth in total initial equity in the coming year. The Chairman's Statement and Operational Review contain further information on progress in the business during the year.

The Group's services revenue for the year to 30 June 2016 increased to £221,000 (2015: £170,000) and, with administrative expenses of £900,000 (2015: £945,000), the Group continues to consume significant cash from operating activities, however the Directors continue to pursue opportunities that will assist in reducing the gap.

Operational Review

Frontier IP completed a placing in March 2016 to support the development and growth of its relationships, advisory roles and portfolio companies. The placing comprised 4,177,500 new ordinary shares of 10p at a price of 24p per share, raising £1,003,000 before expenses.

During the year two of our portfolio companies PulsiV and Nandi completed successful fundraisings.

PulsiV

In October 2015, PulsiV raised £0.5 million, valuing PulsiV at £5 million with Frontier IP retaining an 18.9% holding in the issued share capital. PulsiV, which spun out from Plymouth University, has developed new technology which significantly improves the energy efficiency of photovoltaic solar panels. It does this by maximising the energy generated by the system's inverters, which convert the energy harvested for supply to the grid. Results from PulsiV's first prototype show average increases of up to 30% in energy generation when compared with conventional inverter technology. The technology can be integrated into new systems or retrofitted to existing solar panels. The fundraising has enabled PulsiV to accelerate product development, enabling further prototyping and testing in preparation for the initial production of micro-inverters containing its technologies. According to a recent GTM Research report, Global PV Inverter and MLPE Landscape 2016, global shipments of solar PV inverters will reach 90 gigawatts by 2020 (59.7 gigawatts were shipped in 2015). This represents an average annual growth rate of 11 percent between 2016 and 2020.

Nandi

Nandi's most recent fundraising, in March 2016, raised £250,000 from new and existing investors at a valuation of £7.57 million, twice the price per share of the previous fundraising in November 2014. Nandi, which spun out from Heriot‐Watt University, Edinburgh, is commercialising a patented protein process technology which can reduce sugars, fats and emulsifiers in processed food without adversely impacting taste and texture. Nandi's technology is being rolled out at a time when food companies are under increasing legislative pressure to reduce the level of these ingredients in their products. Nandi's technology enables food industry customers to remain competitive in response to healthier eating trends using sustainable, naturally‐occurring proteins in food manufacture. The funding is enabling Nandi to develop further its relationships with multinational food companies, where strong interest has already been shown, and a further funding round is expected in the current financial year 2016/17 to continue this progress.

ex scientia

We were pleased to note the commercial progress at ex scientia during the year and the significant increase in value of our minor equity stake. In particular, we welcomed the announcement of its partnership with Evotec AG, a collaboration with the objective to discover and develop first-in-class bispecific small molecule immuno-oncology therapies.

In the year we added an agreement with the Universidade de Évora. This agreement is the first to be established by the Group with a university outside of the UK. Frontier IP and Évora, which has a leading reputation in Energy, Environment, Materials and Agriculture, will work together to maximise the commercial value of IP developed within or owned by the University. The Group will receive a share of the equity in each spin-off company created by the University, as well as a share in the licensing revenue it receives.

Portugal has a strong research base in certain key sectors relevant to the Group's activity, in particular in sustainable energy and food and agriculture, which complements the Group's relationships with utility companies in the region - EDP (Energias de Portugal) and Iberdrola. The Group believes that the region offers significant under-exploited opportunity, relative to the UK which has a strong and mature IP commercialisation market, where Portugal is actively seeking to widen access to early-stage funding and commercialisation expertise.

In line with our business model, our strategy is to seek to increase both the size of equity stakes we receive from our sources of IP and extend our portfolio pipeline for sources of high-quality IP. We continually review our partnerships, both formal and informal, for quality of dealflow and economic viability. This approach ensures that effort is focused where it is most effective and there is most potential value. The opening of a base in Cambridge is a clear demonstration of our commitment to this approach. Our focus on creating a portfolio of companies, where we are actively involved and hold a significant stake capable of delivering substantial value, has led us to opt not to renew our partnership with University of Dundee which came to the end of its 10-year term, post-period-end, in November 2016.

We were also pleased to announce, post period-end, the securing of a commercialisation agreement with the Faculty of Science and Technology within the Universidade NOVA de Lisboa ("FCT Nova"), Portugal, Frontier IP's second in Portugal and reflecting the Group's view that there is significant opportunity in the region. The Universidade NOVA de Lisboa is a research-intensive university (QS Top Universities 2016) and FCT Nova has particular research strengths in Engineering, Materials, Energy and Life Sciences. Frontier IP and FCT Nova will work together to maximise the commercial value of intellectual property developed within or owned by FCT Nova. Frontier IP will receive a share of equity in each spin-off company created by FCT Nova, as well as a share in the licensing revenue it receives.

We are seeing high-quality research with commercial application coming through from our formal and informal relationships, in particular from Plymouth and Cambridge universities, where we have significantly increased the spinout equity we receive relative to our historic relationships.

We continue to extend and make use of our network in managing funding rounds for our portfolio companies, with a particular focus on our Core Portfolio. The recent investments in Nandi and PulsiV were a successful demonstration of this approach. Frontier IP manages and builds an extensive network of funders ranging from institutions, industry investors through to private individuals.

Financial Review

Profit after tax for the Group for the year to 30 June 2016 was £1,131,000 (2015: £647,000). This result includes a net unrealised profit on the revaluation of investments of £1,809,000 (2015: £1,421,000) and reflects an increase in services revenue to £221,000 (2015: £170,000) and a reduction in administrative expenses to £900,000 (2015: £945,000).

The value of the Group's investments increased to £4,673,000 (2015: £2,859,000). Net assets increased to £7,668,000 (2015: £5,557,000) reflecting the proceeds of the £1,003,000 (gross) placing and the profit for the year.

In March 2016, the Company conducted a placing of 4,177,500 new ordinary shares of 10p for cash at a price of 24p per share raising £1,003,000 before expenses.

Total revenue for the year to 30 June 2016 increased 27% to £2,030,000 (2015: £1,591,000). Revenue from services increased 30% to £221,000 (2015: £170,000). The Group's net unrealised profit on the revaluation of investments increased 27% to £1,809,000 (2015: £1,421,000). Unrealised gains on revaluation of investments of £2,045,000 (2015: £1,531,000) were offset by impairments of £236,000 (2015: £110,000). £786,000 of the gain relates to Nandi Proteins Limited and £331,000 to PulsiV Solar Limited, both of whom completed a fundraising during the year, and £928,000 of the gain relates to ex scientia Limited.

Administrative expenses decreased by 5% to £900,000 (2015: £945,000). The decrease is primarily due to savings in consultancy fees following the termination of a contract.

Basic earnings per share was 4.08p (2015: 2.76p). Diluted earnings per share was 4.04p (2015: 2.71p)

The principal items in the statement of financial position at 30 June 2016 are goodwill £1,966,000 (2015: £1,966,000) and financial assets at fair value through profit and loss, principally holdings in portfolio companies, £4,673,000 (2015: £2,859,000). The carrying value of these items is determined by the Directors using their judgement when applying the Group's accounting policies. The considerations taken into account by the Directors when reviewing the carrying value of goodwill are detailed in Note 9. The matters taken into account when assessing the fair value of the portfolio companies are detailed in the accounting policy on investments.

The Group had net current assets at 30 June 2016 of £883,000 (2015: £701,000). The current assets at 30 June 2016 include debtors of £88,000 which are more than 90 days overdue, of which £82,000 is due from Nandi. The non-current trade receivables of £144,000 are also due from Nandi. Nandi is about to commence an additional fundraising and the Directors are confident that Nandi will be able to raise sufficient funds to finance both Nandi's business plan and to commence payment of the debt over an agreed eighteen months.

Net assets of the Group increased to £7,668,000 at 30 June 2016 (30 June 2015: £5,557,000). The number of issued ordinary shares also increased to 30,778,520 at 30 June 2016 (2015: 26,601,020) resulting in net assets per share of 24.9p (2015: 20.9p).

The Group's cash balances increased during the year by £135,000 to £771,000 at 30 June 2016. This was as a result of a placing of new shares which raised £947,000 net of expenses. The cash generated by the share placing was used to fund the operation of the business.

Consolidated Statement of Comprehensive Income

All of the Group's activities are classed as continuing.

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes

This preliminary announcement was approved for issue by a duly appointed and authorised committee of the Board of Directors on 18 November 2015.

The financial information set out in this announcement does not constitute statutory financial statements for the year ended 30 June 2016 or 30 June 2015.

The report of the auditor on the statutory financial statements for each of the years ended 30 June 2016 and 30 June 2015 did not contain statements under section 498(2) or (3) of the Companies Act 2006. The statutory financial statements for the year ended 30 June 2015 have been delivered to the Registrar of Companies. The financial statements for the year ended 30 June 2016 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The Group's strategy is to develop a growing portfolio of spin-out companies that will provide cash inflows through realisation of investments and in the meantime will make use of the Group's services in return for cash fees. However, based on forecast income and expenditure for the next 12 months, the Group's cash income will be insufficient to cover the Group's expenditure. Consequently, the Group will need to raise additional capital in order to continue in operational existence for at least the next 12 months. The Directors anticipate undertaking an equity placing during the first half of 2017 and intend to seek authority to allot securities at the forthcoming Annual General Meeting in December 2016. The Directors do not expect that the Group's services to its portfolio companies will generate sufficient cash income to cover its non-discretionary outgoings in the medium term and have concluded that it will be necessary to continue to raise capital periodically until such time as the Group's costs and other liabilities can be met from income or realisations. Taking into account the current financing environment and the Group's trading position, the Directors do not regard their ability to raise this capital to be a material uncertainty from a going concern perspective. Consequently the Directors continue to adopt the going concern basis in preparing the group's financial statements.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS.

There is no charge to taxation for the year ended 30 June 2016 (2015: Nil) due to the Group making a taxable loss.

The Group's deferred tax assets, other than those relating to short term timing differences, are not recognised in accordance with Group policy.

a) Basic

Basic earnings per share is calculated by dividing the profit attributable to the shareholders of Frontier IP Group Plc by the weighted average number of shares in issue during the year.

b) Diluted

Diluted earnings per share is calculated by adjusting the weighted number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has only one category of dilutive potential ordinary shares: share options. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market value share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

The investments held are valued individually at fair value in accordance with the Group's accounting policy on investments and have been categorised as being level 3, that is, valued using unobservable inputs. All gains and losses relate to assets held at the year end, and the fair value movement has been shown in the income statement as other operating income.

Financial assets at fair value through profit and loss comprise the following:

The movement during the year is set out below:

Copies of the full statutory financial statements will be available from the Company's offices at 93 George Street, Edinburgh EH2 3ES no later than 28 November 2016 and are available on its website at www.frontierip.co.uk