Tissue Regenix Group Regulatory News (TRX)

29 Jun 2007 08:00

Oxeco PLC29 June 2007 29 June 2007 Oxeco Plc ("Oxeco" or the "Company" )Accounts for the Period ended 31 January 2007 Highlights • Completion of the acquisition of Oxray Limited• Current cash resources of £2.9m post acquisition of Oxray Limited• The Board is confident of progress in 2007 Chairman's Statement Oxeco commenced trading on AIM on 21 December having raised £2.84 million afterexpenses with a strategy of seeking investments in or acquiring assets,businesses or companies in the technology and science sector. The Company reported an unaudited loss before tax for the period fromincorporation on 17 October 2006 to 31 January 2007 of £9,000 and total equityshareholders funds at the period end amounted to £2.92 million including cashbalances of £2.90 million. I am delighted to inform you that your Board will today complete the acquisitionannounced on 27 March 2007 that, subject to your approval, the Company isproposing to acquire the entire issued share capital of Oxray Limited ("Oxray").Oxray is currently a start up business with the objective of becoming a providerof molecular structure determination services to both industry and academicinstitutions. This is to be achieved by developing novel molecular structuredetermination software in-house, in-licensing IP and potentially makingacquisitions in this field. The total consideration payable for Oxray is approximately £2.0 million whichwill be satisfied by the issue of 200,000,000 new ordinary shares. The newordinary shares will be issued at 1 pence per share at a 4.5 pence discount tothe mid market closing price of 5.5 pence per Ordinary share on 26 March2007.The consideration shares will rank pari passu with the existing OrdinaryShares. On completion of the acquisition today, two of Oxray's directors, ProfessorStephen Davies and Jussi Westergren will join your Board. Therefore, I willchange my role from that of non executive Chairman to that of non-executivedirector and Jussi will take on the role of Executive Chairman. Oxray's primary objectives are the development of novel X-ray crystallographystructure determination software and the provision of a small molecule X-raycrystallography structure service. The service will use a web portal behindwhich the company will work to maximise the extent to which the service can beautomated. The company intends to offer standardised response times to itscustomers but will also market premium services such as a fast-response andextended scientific reporting suitable to support customers' patentapplications. Your company had unaudited net assets of £2.92 million as at 31 January 2007represented almost entirely by cash balances and Oxray had unaudited net assetsof £0.09 million at 31 December 2006 also represented almost entirely by cashbalances. The enlarged Group is expected to have net assets of approximately£2.93 million after transaction costs of the deal to meet its ongoing investmentstrategy. Following completion of the acquisition your Directors intend to continue toidentify opportunities they believe fulfil the Company's original strategy ofinvesting in the technology and science sectors and especially those which arecomplementary to the Company's enlarged business. I am confident that your Company will make considerable progress during 2007. Professor Graham RichardsNon-Executive Chairman OXECO PLC INCOME STATEMENT For the period from incorporation on 17th October 2006 to 31 January 2007 Notes 2007 £'000 Administrative expenses (24) ________ OPERATING LOSS (24) Interest receivable 15 ________ (9)LOSS BEFORE TAXATION Taxation - ________ RETAINED LOSS FOR THE PERIOD (9) ======= LOSS PER SHARE Basic and diluted 2 0.00 p ======= STATEMENT OF CHANGES IN EQUITYFor the period from incorporation on 17th October 2006 to 31 January 2007 Share Share Retained Total Capital Premium Earnings Equity £'000 £'000 £'000 £'000 At 17th October 2006 - - - -Issue of shares 400 2,700 - 3,100Expenses of issue of shares - (167) - (167)Net loss for the year - - (9) (9) __________________________________ ________At 31 January 2007 400 2,533 (2) 2,924 =============================== ======= OXECO PLCBALANCE SHEET31 January 2007 Notes 2007 £'000ASSETSCurrent assetsTrade and other receivables 25Cash and cash equivalents 2,907 ________TOTAL ASSETS 2,932 ________LIABILITIESCurrent liabilitiesTrade and other payables (8)Tax liabilities - ________TOTAL LIABILITIES (8) ________ NET ASSETS 2,924 ======= EQUITYIssued capital 3 400Share premium 2,533Revenue reserve (9)________TOTAL EQUITYSHAREHOLDERS' FUNDS 2,924 ======= OXECO PLCCASH FLOW STATEMENTFor the period from incorporation on 17th October 2006 to 31 January 2007 2007 £'000 OPERATING ACTIVITIESOperating loss (24)(Increase) in trade and other receivables (25)Increase in trade and other payables 8 ________Net cash outflow from operations (41) ________ FINANCING ACTIVITIESProceeds from issue of share capital 3,100Expenses of issue of share capital (167)Interest received 15 ________Net cash inflow from financing activities 2,948 ________ INCREASE IN CASH AND CASH EQUIVALENTS 2,907 Cash and cash equivalents at 17th October 2006 - ________CASH AND CASH EQUIVALENTSAT 31 JANUARY 2007 2,907 ======== OXECO PLCNOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES Basis of AccountingThe financial statements have been prepared under the historical cost conventionin accordance with International Financial Reporting Standards ("IFRS"). 2. EARNINGS PER SHARE Basic earnings per share is based on the net loss for the period of £9,000attributable to equity shareholders related to the weighted average number ofordinary shares in issue during the period of 214,150,943. Fully dilutedearnings per share is the same as basic earnings per share. 3. SHARE CAPITAL 2007 2007 Number £'000 Authorised: Ordinary shares of 0.1p 1,000,000,000 1,000,000 Allotted, issued and fully paid:- ========== ======= Ordinary shares of 0.1p 400,000,000 400 ========= ======= The Company was incorporated on 17 October 2006, on which date the authorisedshare capital was £1,000,000 divided into 100,000,000 shares of 0.1p each, 2 ofwhich were issued at par value. On 19 October 2006 the Company allotted and issued 99,999,998 shares of 0.1peach for cash at par value. On 21 December 2006 the Company placed 300,000,000 shares of 0.1p each on theAIM each at a price of 1p, resulting in a share premium of £2,700,000. 4. RELATED PARTY TRANSACTIONS Trading transactions During the period the Company entered into the following transactions with OraCapital Partners Plc which as at 31 January 2007 holds 67.9per cent. of theCompany's issued share capital: 2007 £'000 Management consultancy fees charged Ora Capital Partners Plc in the period 2 ====== RELATED PARTY TRANSACTIONS (Continued) Directors' transactions Directors' interests in Ora Capital Partners Plc .The directors had investmentsin Ora as follows as at 31 January 2007: Director % of issued share capital of Ora held William Graham Richards NilMichael A Bretherton 0.08%David Robert Norwood 4.25% Michael Bretherton and David Norwood are also directors of Ora Capital Partners Plc. 5. SUBSEQUENT EVENTS The Board announced on 27 March 2007 that, subject to shareholder approval, theCompany was proposing to acquire the entire issued share capital of Limited.Oxray is currently a start up business with the objective of becoming a providerof molecular structure determination services to both industry and academicinstitutions. This is to be achieved by developing novel molecular structuredetermination software in house as well as in-licensing IP and potentially alsomaking acquisitions in this field. The total consideration of £2.0 million was satisfied by the issue of200,000,000 new Ordinary Shares. The new Ordinary Shares will be issued at 1 pence per share at a 4.5 pencediscount to the mid market closing price of 5.5 pence per Ordinary share on 26 March 2007 being the date ofannouncing the Acquisition. This information is provided by RNS The company news service from the London Stock Exchange