ORPH.L Regulatory News (ORPH)

17 May 2018

Venn Life Sciences Holdings Plc

("Venn", "Venn Life Sciences" or the "Company")

Preliminary Final Results for the year ended 31 December 2017

Venn Life Sciences (AIM: VENN), an Integrated Drug Development Partner offering a combination of drug development expertise and clinical trial design and management to pharmaceutical, biotechnology and medical device clients, announces its audited results for the year ended 31 December 2017.

Financial Highlights

· Total income was €17.8m (2016: €18.2m)

· EBITDA (before exceptional items) of €1.0m (2016: €0.4m)

· Operating profit of €0.1m (2016: Loss €0.6m)

· Loss for the year after tax of €1.5m (2016: profit of €0.6m) after a charge of €1.7m (2016: €0.4m) being share of losses and investment write-down on Integumen PLC in 2017

· Cash and cash equivalents of €1.2m as at 31 December 2017 (2016: €3.5m)

Operational Highlights

· Continued progress on key systems infrastructure implementation and operational efficiency delivering improvements in operating margins

· Strategic review concluded that following a period of investment and operational consolidation, the Company would look to identify both organic and in-organic growth opportunities

· Key project milestones achieved leading to client endorsements and increased repeat business 

· Strengthening of the Board and operations with the appointment of Christian Milla as Chief Operating Officer as well as new leadership hires in Information Technology and Quality Assurance

· Finalisation of Kinesis acquisition with no further consideration payable

Post period-end

· Retirement of Jonathan Hartshorn as Chief Financial Officer

· Acquisition of minority interest in VLS France

· Dilution of stake in Integumen PLC to below associate threshold

Commenting on the Group's outlook, Tony Richardson, CEO of Venn, said: "During 2017 our focus has been on the delivered improved underlying EBITDA in the business through improved operational efficiencies. Additional investment in systems means that we now have both the expertise and infrastructure to profitably execute new business in scale and our focus is now on the generation of new business opportunities. We have invested significantly in business development and engaged creatively with clients to develop deeper, longer lasting partnerships and our pipeline of opportunities is healthy. We continue to see an increasing number of opportunities that require the full range of services now on offer in Venn. Continued strong investment in the biotech sector and the clear emergence of virtual drug companies both represent a significant opportunity for Venn. Our size, flexibility, deep expertise and breadth of service capability leaves us well positioned to benefit from this shift in the drug development landscape."

Enquiries:

Dear Fellow Shareholder,

I am pleased to report that 2017 has been another year of progress for Venn, delivering improved EBITDA and a differentiated positioning for the business that we believe will drive sustainable order book growth. The completion of certain key integration initiatives during 2017 has delivered a strong common identity across all service lines and facilitated the generation of new opportunities utilising the full spectrum of services on offer in Venn. We continue to invest in knowledge development in order to increase our value-add for clients and secure longer lasting relationships.

We have underpinned our initiatives on integration and business positioning with a significant investment in business development and marketing, adding experienced new business professionals with proven track records and supporting them with additional lead generation resources. Our plan includes the broadening of our revenue base and delivering a better balanced book of business. I am pleased to report that we are making progress in this regard with the progression of certain smaller accounts to key account status.

During the year we completed a strategic review of growth options for the business and concluded that it makes sense to better leverage the infrastructure we have, through delivering both organic and inorganic business growth. We will look at inorganic opportunities that extend both our footprint and service lines, consistent with our objective of positioning the business as full service and full coverage in Europe.

Allan Wood

Chairman

17 May 2018

Dear Fellow Shareholder,

Results and Commentary

Total income for the full year was €17.8m (2016: €18.2m). The revenue mix remained similar year on year across the two principal service lines in the business. Early Development Services (EDS) delivered revenues of €6m and Clinical Research Services (CRS) delivered revenues of €11.8m. EBITDA before exceptional charges was €1.0m (2016: €0.4m). Improved EDBITDA was driven principally by greater operational efficiency resulting in improved project margins. We expect that increased billable resources and continued improvements in operational efficiency will drive further growth in EBITDA during 2018. Exceptional charges have been minimised at €0.03m (2016: €0.1m). The consolidated balance sheet as at 31 December 2017 had gross assets of €12.2m (2016: €14.7m), €1.2m (2016: €3.5m) of which was represented by cash and cash equivalents.

Group operating profit for the year was €0.1m (2016: loss €0.6m). Loss after tax was €1.5m (2016: Loss €0.7m) accounted for by our share of losses in Integumen plc and a write down to market value in the carrying value of our investment. The combined share of losses and investment write down was €1.7m (2016: €0.36m). In future periods we will mark this investment to market.

We continue to see benefits and opportunities from the integration of EDS and CRS and have secured projects spanning all service areas of the business. We have strengthened our business development team and now have a fully integrated offering with a common Venn identity.

We are focussed on deepening our connections and engagement with our clients offering higher value adding consulting in the early days of the engagement resulting in committed, longer lasting relationships. There are clear opportunities with a number of clients to develop a genuine partner relationship. In recent months we have participated in consortia focussed on collaborative drug development initiatives. This approach supports an innovative business model moving from transactional relations with our clients to R&D partnerships supported by our unique drug development capabilities.

Anthony Richardson

Chief Executive Officer

17 May 2017

1. General information

Venn Life Sciences Holdings Plc is a company incorporated in England and Wales. The Company is a public limited company listed on the AIM market of the London Stock Exchange. On 18 January 2016, the company also listed on the ESM market of the Irish Stock Exchange. The address of the registered office is 1 Berkeley Street, London, W1J 8DJ.

The principal activity of the Group is that of a Clinical Research Organisation providing a suite of consulting and clinical trial services to pharmaceutical, biotechnology and medical device organisations. The Group has a presence in the UK, Ireland, France, Netherlands, Germany and Singapore.

The financial statements are presented in Euros, the currency of the primary economic environment in which the Group's trading companies operate. The Group comprises Venn Life Sciences Holdings Plc and its subsidiary companies.

The registered number of the Company is 07514939.

2. Exceptional items

Included within Administrative expenses are exceptional items as shown below:

3. Finance income and costs

4. Income tax expense

The tax on the Group's results before tax differs from the theoretical amount that would arise using the standard tax rate applicable to the profits of the consolidated entities as follows:

There are no tax effects on the items in the statement of comprehensive income.

5. Loss per share

(a) Basic

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

Weighted average number of shares used as the denominator

6. Intangible fixed assets

No amortisation charge has been charged on the goodwill in the income statement (2016 - €nil).

Goodwill is allocated to the Group's cash-generating units (CGU's) identified according to operating segment. An operating segment-level summary of the goodwill allocation is presented below.

Goodwill is tested for impairment at the balance sheet date. The recoverable amount of goodwill at 31 December 2017 was assessed on the basis of value in use. As this exceeded carrying value no impairment loss was recognised.

The key assumptions in the calculation to assess value in use are the future revenues and the ability to generate future cash flows. The most recent financial results and forecast approved by management for the next three years were used followed by an extrapolation of expected cash flows at a constant growth rate for a further two years. The projected results were discounted at a rate which is a prudent evaluation of the pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the cash-generating units.

The key assumptions used for value in use calculations in 2017 were as follows:

The Group has been loss making for the last 6 years and in 2014 the Directors transformed the infrastructure and capabilities of the Group in order to work as a Group in providing services to clinical research and development markets as one unit rather than separate units. This meant that the impairment review is prepared on the group basis rather than a single unit basis. The Directors have made significant estimates on future revenues and EBITDA growth over the next three years based on the Group's budgeted investment in recruiting key employees and marketing the services.

The Directors have performed a sensitivity analysis to assess the impact of downside risk of the key assumptions underpinning the projected results of the Group. The projections and associated headroom used for the group is sensitive to the EBITDA growth assumptions that have been applied. A 50% reduction in EBITDA growth; in the first five years of the management projections would not result in any impairment at the group level.

The Company has no intangible assets.

7. Investments in associates

On 24 October 2016 the Company's wholly owned subsidiary Venn Life Sciences Limited acquired a 41.51% holding in Integumen Limited, as consideration for the disposal of its holding in Innovenn UK Limited.

After the IPO of Integumen Plc on 5th April 2017, Venn Life Sciences invested an additional €465k to offset dilution of the original stake post IPO down to 25.59%. The stake was further diluted to 22.19% after a round 2 investment in which Venn Life Sciences did not participate .

The final valuation of the Integument Plc investment of €680k was determined based on the market price as at 31 December 2017.

The group has no other associates.

Integumen Limited 1 22.19% (indirect) Ordinary Human Surface Science

Notes

1. Incorporated and registered in England and Wales.

8. Cash used in operations

9. Post balance sheet events

An additional 11.0% of the shares in Venn Life Sciences (France) S.A.S were purchased with effect from 1 January 2018, bringing the total proportion of shares held in that company to 100%. 277,550 Shares in Venn Life Sciences Holdings Plc were issued in consideration for the purchase

The percentage holding in Integumen PLC fell from 22.19% to 18.89% on 6 January 2018 as a result of Integumen PLC issuing new shares.

10. Annual Report and Accounts

Copies of the audited Annual Report and Accounts for the year ended 31 December 2017 will be posted to shareholders shortly and may also be obtained from the Company's head office at 19 Railway Road, Dalkey, Dublin, Ireland