Tissue Regenix Group Regulatory News (TRX)

20 Apr 2009 07:00



Embargo 7.00am on 20 April 2009

Oxeco plc

Audited Annual Results for the year ended 31 January 2009

Chairman's Statement

Oxeco plc ("Oxeco" or the "Company") was established in October 2006 and subsequently admitted to trading on the AIM market in December 2006. Oxeco raised net proceeds of £2.84 million in cash with a stated strategy of seeking investments in or acquiring assets, businesses or companies in the technology and science sectors.

Oxeco currently has one subsidiary, Oxray Limited ("Oxray"), which was acquired in June 2007 as a start up business and which aimed to become a leading provider of molecular structure determination services to both industry and academic institutions. 

At the time of the Company's acquisition of Oxray, the Directors advised that the ongoing investment strategy would be to continue to identify opportunities in the technology and science sectors and especially those which are complementary to the X-ray crystallography molecular structure determination business.  The Board has reviewed a number of investment opportunities that are in areas complementary to the Oxray business although none were considered to offer sufficiently attractive prospects for shareholders.

Oxray has now substantially completed the development of its novel X-ray crystallography structure determination software but the results of marketing efforts to establish a solid customer base have been disappointing. In addition, Oxray has not been able to strengthen and develop its product service offering through licensing-in Intellectual Property and making bolt-on acquisitions in this field as originally envisaged. The Directors have therefore undertaken a review of the Oxray business and have concluded that this is not a market to which the Company intends to commit significant further resource. 

Accordingly, the Directors now intend to revert to seeking further opportunities within the general technology and science sectors and the Board is reviewing its options in relation to the current Oxray business.

Following the recent strategic review, Jussi Westergren, who joined the Company at the time of the Oxray acquisition, has resigned as Chairman of Oxeco and I have been appointed to the role of replacement Chairman. I will also continue to be responsible for the finance function.

The consolidated trading loss for the year after taxation and before impairment of goodwill was £228,000 compared to a loss of £63,000 for the comparable period from incorporation on 17 October 2006 to 31 January 2008. Goodwill in relation to the Oxray business has been impaired to a nil value with the write-off generating an exceptional expense of £2,120,000 to give a reported loss for the year after taxation and impairment of £2,348,000. Consolidated net assets at 31 January 2009 amounted to £2.52 million including cash balances of £2.53 million compared with net assets of £4.87 million and cash balances of £2.76 million a year earlier at 31 January 2008. The cash outflow for the Group during the year to 31 January 2009 amounted to £227,000 and cash balances continue to be managed prudently, with tight cost control.

Oxeco Plc is well capitalised and I am confident that the renewed focus on science and technology investment strategy will enable your Company to exploit acquisition opportunities afforded by difficult financial markets. 

Michael Bretherton

Executive Chairman

The audited accounts for the year ended 31 January 2009 are available on www.oxecoplc.com and have been posted to all shareholders.

CONTACT

Michael Bretherton Oxeco plc www.oxecoplc.com	+44 (0) 207099 7266
Ray Zimmerman/Jonathan Evans Zimmerman Adams International Limited www.zimmint.com	+44 (0) 207 060 1760

 

Income statement for the year ended 31 January 2009

	Notes	Year to  31 January 2009	Period to  31 January 2008
		£000	£000
Revenue		18	7
Administrative expenses		(376)	(243)
Impairment of goodwill		(2,120)	-
Operating loss	2	(2,478)	(236)
Finance income	3	127	178
Loss before taxation		(2,351)	(58)
Taxation	5	3	(5)
Loss for the year/period		(2,348)	(63)
Attributable to:
Equity holders of the parent		(2,348)	(63)
Loss per share:
Basic and diluted - post impairment of goodwill	6	(0.39)p	(0.01)p
Basic and diluted - pre impairment of goodwill	6	(0.04)p	(0.01)p

Comparative figures relate to the period from incorporation on 17 October 2006 to 31 January 2008.

The loss for the year arises from the Group's continuing operations.

Statements of Changes in Equity for the year ended 31 January 2009

	Attributable to the equity holders of the parent
	Share Capital	Share Premium	Retained Deficit	Total Equity
The Group	£000	£000	£000	£000
At 17 October 2006	-	-	-	-
Loss for the period	-	-	(63)	(63)
Total recognised income and expense	-	-	(63)	(63)
Issue of shares	600	4,500	-	5,100
Expenses of issue of shares	-	(167)	-	(167)
At 31 January 2008	600	4,333	(63)	4,870
Loss for the year	-	-	(2,348)	(2,348)
At 31 January 2009	600	4,333	(2,411)	2,522

	Attributable to the equity holders of the parent
	Share Capital	Share Premium	Retained Earnings/ (Deficit)	Total Equity
The Company	£000	£000	£000	£000
At 17 October 2006	-	-	-	-
Profit for the period	-	-	21	21
Total recognised income and expense	-	-	21	21
Issue of shares	600	4,500	-	5,100
Expenses of issue of shares	-	(167)	-	(167)
At 31 January 2008	600	4,333	21	4,954
Loss for the year	-	-	(2,432)	(2,432)
At 31 January 2009	600	4,333	(2,411)	2,522

Balance Sheet as at 31 January 2009

		Group	Group	Company	Company
		2009	2008	2009	2008
	Notes	£000	£000	£000	£000
ASSETS
Non-current assets
Property, plant and equipment	7	2	2	-	-
Intangible assets - goodwill	8	-	2,120	-	-
Investment in subsidiary undertaking	9	-	-	-	2,100
		2	2,122	-	2,100
Current assets
Trade and other receivables	10	28	29	21	223
Cash and cash equivalents	11	2,534	2,761	2,524	2,646
		2,562	2,790	2,545	2,869
TOTAL ASSETS		2,564	4,912	2,545	4,969
LIABILITIES
Current liabilities
Trade and other payables	12	(42)	(37)	(23)	(10)
Current taxation	5	-	(5)	-	(5)
TOTAL LIABILITIES		(42)	(42)	(23)	(15)
NET ASSETS		2,522	4,870	2,522	4,954
EQUITY
Attributable to equity holders of the parent
Share capital	13	600	600	600	600
Share premium	14	4,333	4,333	4,333	4,333
Retained (deficit)/earnings		(2,411)	(63)	(2,411)	21
TOTAL EQUITY		2,522	4,870	2,522	4,954

 

 

Cash Flow Statements for the year ended 31 January 2009

		Group	Group	Company	Company
		2009	2008	2009	2008
	Notes	£000	£000	£000	£000
OPERATING ACTIVITIES
Operating loss		(2,478)	(236)	(2,562)	(152)
Depreciation on plant and equipment		1	1	-	-
Impairment of goodwill		2,120	-	-	-
Impairment of investment		-	-	2,100	-
Impairment of loan to subsidiary undertaking		-	-	300	-
Decrease/(increase) in trade and other receivables		1	(29)	(98)	(223)
(Decrease)/increase in trade and other payables		4	(16)	14	10
Tax paid		(2)	-	(2)	-
Net cash outflow from operations		(354)	(280)	(248)	(365)
INVESTING ACTIVITIES
Purchase of property, plant and equipment		-	(2)	-	-
Acquisition of subsidiary		-	(100)	-	(100)
Cash in subsidiary at acquisition		-	32	-	-
Interest received		127	178	126	178
Net cash inflow from investing activities		127	108	126	78
FINANCING ACTIVITIES
Proceeds from issue of share capital		-	3,100	-	3,100
Expenses of issue of share capital		-	(167)	-	(167)
Net cash inflow from financing activities		-	2,933	-	2,933
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(227)	2,761	(122)	2,646
Cash and cash equivalents at start of year		2,761	-	2,646	-
CASH AND CASH EQUIVALENTS AT 31 JANUARY 2009	11	2,534	2,761	2,524	2,646

Comparative figures comprise the period from incorporation on 17 October 2006 to 31 January 2008.

NOTES TO THE ACCOUNTS

1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The financial statements have been prepared under the historical cost convention in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS").

CONSOLIDATION

The consolidated financial statements incorporate those of Oxeco Plc and its subsidiary undertaking, Oxray Ltd.

Subsidiaries

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than half of the voting rights. The existence and effects of potential voting rights are considered when assessing whether the Group controls the entity. Subsidiaries are fully consolidated from the date control passes.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The costs of an acquisition are measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at fair value at acquisition date irrespective of the extent of any minority interest. The difference between the cost of acquisition of shares in subsidiaries and the fair value of the identifiable net assets acquired is capitalised as goodwill and reviewed annually for impairment. Any deficiency of the cost of acquisition below the fair value of identifiable net assets acquired (i.e. discount on acquisition) is recognised directly in the income statement.

All intra-group transactions, balances, and unrealised gains on transactions between Group companies are eliminated on consolidation. Subsidiaries' accounting policies are amended where necessary to ensure consistency with the policies adopted by the Group. All financial statements are made up to 31 January 2009.

As provided by section 230 of the Companies Act 1985, no income statement is presented for Oxeco Plc. The loss after tax, but before impairment of investment and receivable from subsidiary, dealt with in the income statement of the Company for the year ended 31 January 2009 was £32,000 (period ended 31 January 2008: profit of £21,000), and a loss of £2,432,000 after impairment of investment and receivable from subsidiary (period ended 31 January 2008: profit of £21,000).

SEGMENTAL REPORTING

The Group's activities are considered to comprise one business and one geographical segment which consists of the provision of molecular structure determination software services to both industry and academic institutions in the UK.

REVENUE

Revenue is measured at the fair value of the consideration received or receivable in the normal course of business, net of discounts, VAT and other sales related taxes and is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow in to the Group.

SOFTWARE DEVELOPMENT

All costs associated with the development of software are expensed to the income statement as incurred until such time that the following criteria are met:

it is technically feasible to complete the product;

management intends to complete the product and use or sell it;

there is an ability to use or sell the product;

it can be demonstrated how the product will generate probable future economic benefits; 

adequate technical, financial and other resources are available to complete the development, use and sale of the product; and

expenditure attributable to the product can be reliably measured.

Once the criteria are met, development costs directly attributable to the product are recognised as intangible assets and amortised, once available for use or sale, over their useful economic life.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost.

Depreciation is provided on all property, plant and equipment assets at rates calculated to write each asset down to its estimated residual value evenly over its expected useful life, as follows:-

 

Office furniture and equipment: over 3 years

INVESTMENTS 

Investments in subsidiaries are stated in the balance sheet of the parent company at cost less provision for any impairment.

  

INTANGIBLE ASSETS - GOODWILL

Goodwill arising on consolidation of subsidiaries represents the excess of fair value of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities at the date of acquisition.

Goodwill on acquisition of subsidiaries is included in intangible assets and allocated from acquisition date to each of the Group's cash-generating units ("CGU") that are expected to benefit from the business combination in which the goodwill arose. The Group allocates goodwill to each business segment in each country in which it operates

Goodwill is tested for impairment annually and whenever there is an indication that the asset may be impaired.

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, being the higher of its fair value less costs to sell and its value in use, is estimated in order to determine the extent of the impairment loss (if any). 

Discounted cash flow valuation techniques are generally applied for assessing value in use using 3-5 year forward looking cash flow projections and terminal value estimates, together with discount rates appropriate to the risk of the related asset or cash generating unit to which the asset belongs. 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

FINANCIAL ASSETS AND LIABILITIES

Trade and other receivables

Trade and other receivables do not carry any interest and are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment.

Impairment provisions are recognised when there is objective evidence that the Group will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

 

Trade and other payables

Trade and other payables are not interest bearing and are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and deposits on a term of not greater than 3 months.

  

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax from proceeds.

PENSION COSTS

Contributions by the Group to personal pension schemes are charged to the income statement on a straight-line basis as they become due.

TAXATION

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax payable is based on taxable profit for the year. The Group's liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable loss, and is accounted for using the balance sheet liability method. 

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled based upon rates enacted and substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The estimates and assumptions in relation to goodwill impairment reviews are considered to have the most significant effect on the carrying amount of the assets in the financial statements as discussed in note 8. The Group is required to test at least annually whether goodwill has suffered any impairment. The recoverable amount is determined using 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.

  ACCOUNTING STANDARDS AND INTERPRETATIONS NOT APPLIED

At the date of authorisation of these financial statements, the following Standards and Interpretations relevant to the operations of the Group, which have not yet been applied in these financial statements, were in issue but not yet effective:

		Effective for periods commencing on or after
IFRS 3	Business Combinations (revision)	1 July 2009
IFRS 5	Non-current Assets Held for Sale and Discontinued Operations (amendments)	1 July 2009
IFRS 7	Financial Instruments: Disclosures (amendments)	1 January 2009
IFRS 8	Operating Segments	1 January 2009
IAS 1	Presentation of Financial Statements (revision)	1 January 2009
IAS 1	Presentation of Financial Statements (amendments)	1 January 2009
IAS 7	Statement of Cash Flows (amendments)	1 January 2009
IAS 8	Accounting Policies, Changes in Accounting Estimates and Errors (amendments)	1 January 2009
IAS 10	Events after the Reporting period (amendments)	1 January 2009
IAS 18	Revenue (amendments)	1 January 2009
IAS 19	Employee Benefits (amendments)	1 January 2009
IAS 27	Consolidated and Separate Financial Statements (revision)	1 July 2009
IAS 27	Consolidated and Separate Financial Statements (amendments)	1 January 2009
IAS 32	Financial Instruments: Presentation (amendments)	1 January 2009
IAS 36	Impairment of Assets (amendments)	1 January 2009
IAS 38	Intangible Assets (amendments)	1 January 2009
IAS 39	Financial Instruments: Recognition and Measurement (amendments)	1 January 2009

The Directors do not anticipate that the adoption of these Standards and Interpretations will have a material impact on the financial statements of the Group.

   2) OPERATING LOSS

	Year ended  31 January 2009	Period to 31 January 2008
	£000	£000
Operating loss is stated after charging:
Depreciation of property, plant and equipment	1	1
Operating lease rentals on land and buildings	12	4
Other operating lease rentals	5	3
Software development consultancy costs	41	76
Research costs	33	-
Staff costs (see note 4)	150	73
Auditor's remuneration:
Fees payable to the Company's auditor for the audit of the parent company and consolidated financial statements	16	10
Fees payable to the Company's auditor for the audit of the financial statements of the subsidiary	12	7
Other services pursuant to legislation	-	38
Total auditor's remuneration	28	55

 

3) FINANCE INCOME

	Year ended  31 January 2009	Period to 31 January 2008
	£000	£000
Bank interest receivable	127	178

  4) STAFF COSTS

	Year ended  31 January 2009	Period to 31 January 2008
	Number	Number
The average monthly number of persons (including Directors) employed by the Group during the year was:
Administration and management	7	6
	Year ended  31 January 2009	Period to 31 January 2008
	£000	£000
The aggregate remuneration comprised:
Wages and salaries	130	70
Contributions to personal pension scheme	6	-
Social security costs	14	3
	150	73
Director's remuneration included in the aggregate remuneration above comprised:
Emoluments for qualifying services	49	44

  5)  TAXATION

	Year ended  31 January 2009	Period to 31 January 2008
The Group	£000	£000
Current tax:
UK corporation tax on losses for the year/period	-	5
Prior period adjustment	(3)	-
	(3)	5
Deferred tax:
Origination and reversal of timing differences	-	-
Tax on loss on ordinary activities	(3)	5
Factors affecting tax charge for the year
The tax assessed for the year varies from the standard rate of corporation tax as explained below:
Loss on ordinary activities before tax	(2,351)	(58)
Loss on ordinary activities multiplied by the standard rate of corporation tax 28% (2008: 30%)	(659)	(17)
Effects of:
Expenses not deductable for tax purposes	594	8
Prior period adjustment	3	-
Unutilised tax losses	65	14
Tax (credit)/charge for the year	(3)	5

The Group has estimated losses of £398,000 available for carry forward against future trading profit (period to 31 January 2008: £163,000). The Group has not recognised deferred tax assets of £111,000 relating to these losses as their recoverability is uncertain (period to 31 January 2008: £45,000). 

6) LOSS PER SHARE

Basic loss per share of 0.39p is based on the net loss for the year of £2,348,000 divided by the weighted average number of ordinary shares in issue during the year of 600,000,000, (period to 31 January 2008: loss of £63,000 divided by 456,050,955 ordinary shares). Fully diluted loss per share is the same as basic loss per share.

Basic loss per share before impairment of goodwill of 0.04p (2008: 0.01p) is based on the net loss for the year before impairment of goodwill of £228,000 divided by the weighted average number of ordinary shares in issue during the year of 600,000,000 (period to 31 January 2008: loss of £63,000 divided by 456,050,955 ordinary shares). 

  7) PROPERTY, PLANT AND EQUIPMENT

		Fixtures and equipment
The Group		£000
Cost
At 17 October 2006		-
Acquisition of subsidiary		1
Additions		2
At 31 January 2008		3
Additions		1
At 31 January 2009		4
Depreciation
At 17 October 2006		-
Charge for the period		1
At 31 January 2008		1
Charge for the year		1
At 31 January 2009		2
Net book value
At 31 January 2009		2
At 31 January 2008		2
At 17 October 2006		-

8) INTANGIBLE ASSETS - GOODWILL

The Group		£000
Cost and net book value
At 17 October 2006		-
Arising on acquisition of subsidiary		2,120
At 31 January 2008		2,120
Impairment		(2,120)
At 31 January 2009		-

Goodwill of £2,120,000 arose on the acquisition of Oxray Limited in June 2007. Since that time Oxray has substantially completed the development of its novel X-ray crystallography structure determination software but the results of marketing efforts to establish a solid customer base have been disappointing. In addition, Oxray has not been able to strengthen and develop its product service offering through licensing- in IP and making bolt-on acquisitions in this field as originally envisaged.

The Directors have undertaken an impairment review taking into account the above factors and consider that this intangible goodwill asset has been impaired to a nil value. Consequentially the goodwill associated with this company has been written off in full generating an exceptional expense of £2,120,000 in the year.

  9) INVESTMENT IN SUBSIDIARY

The Company		£000
Cost and book value
At 17 October 2006		-
Additions		2,100
At 31 January 2008		2,100
Impairment (see note 8)		(2,100)
At 31 January 2009		-

At 31 January 2009 the Company had an investment in the following subsidiary where it holds 50% or more of the issued share capital. Oxray Limited is incorporated in England and Wales and operates wholly or mainly in the country of incorporation.

			Share of issued ordinary share capital and voting rights
Undertaking	Sector	Website	31 January 2009	31 January 2008
			%	%
Oxray Ltd	Technology	www.oxray.com	100	100

All subsidiaries have been included in the consolidated financial statements.

10) TRADE AND OTHER RECEIVABLES 

	Group	Group	Company	Company
	2009	2008	2009	2008
	£000	£000	£000	£000
Trade and other receivables	6	6	4	-
Prepayments and accrued income	22	23	17	23
Amounts owed by subsidiary undertaking	-	-	-	200
	28	29	21	223

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

  11)  RISK MANAGEMENT OF FINANCIAL ASSETS AND LIABILITIES

 

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders. The Group's overall strategy remains unchanged from 2008 to minimise costs and liquidity risk.

The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in notes 13 and 14 and in the Group Statement of Changes in Equity.

The Group is exposed to a number of risks through its normal operations, the most significant of which are market, credit and liquidity risks. The management of these risks is vested in the Board of Directors.

Categorisation of financial instruments

Financial assets/(liabilities)
	Loans and receivables	Financial liabilities at amortised cost	Total
	£000	£000	£000
At 31 January 2009
Trade and other receivables	6	-	6
Cash and cash equivalents	2,534	-	2,534
Trade and other payables	-	(38)	(38)
TOTAL	2,540	(38)	2,502
At 31 January 2008
Trade and other receivables	6	-	6
Cash and cash equivalents	2,761	-	2,761
Trade and other payables	-	(35)	(35)
TOTAL	2,767	(35)	2,732

 

Disclosures relating to financial instruments are only provided on a Group consolidated basis as the only Company balance that is materially different is the 2008 amount owed by the subsidiary undertaking, which is categorised as loans and receivables. Therefore the Directors do not believe there is any material benefit in providing this additional information for the Company.

  

Management of market risk

The most significant area of market risk to which the Group and Company are exposed is interest risk. 

As the Group has no significant borrowings its risk is limited to the reduction of interest received on cash surpluses held. This risk is mitigated by using fixed-rate deposit accounts. The principal impact to the Group is the result of interest-bearing cash and cash equivalent balances held as set out below:

	31 January 2009				31 January 2008
	Fixed rate	Floating rate	Total		Fixed rate	Floating rate	Total
	£000	£000	£000		£000	£000	£000
Cash and cash equivalents	1,524	1,010	2,534		2,111	650	2,761

The impact of a 10 per cent. increase/decrease in the average base rates on the total cash and cash equivalents balances equates to £19,000 (period ended 31 January 2008: £51,000).

Management of credit risk 

The Group and Company's principal financial assets are bank balances and cash.

The Group deposits surplus liquid funds with counterparty banks that have high credit ratings. 

The maximum exposure to credit risk on the Group's financial assets is represented by their carrying amounts as outlined in the categorisation of financial instruments table above. 

The Group does not consider that any changes in fair value of financial assets or liabilities in the year are attributable to credit risk. 

No aged analysis of financial assets is presented as no significant financial assets are past due at the reporting date with the exception of trade receivables and other receivables, which the Directors do not consider to be material. 

Management of liquidity risk

The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group deems there is sufficient liquidity for the foreseeable future.

The Group and the Company had cash and cash equivalents at 31 January 2009 of £2,534,000 (2008: £2,761,000) and £2,524,000 (2008: £2,646,000) respectively.

As at 31 January 2009 all financial assets and liabilities mature for payment within one year.

  

12) TRADE AND OTHER PAYABLES

	Group	Group	Company	Company
	2009	2008	2009	2008
	£000	£000	£000	£000
Trade payables	12	17	8	-
Other taxes and social security	4	2	1	-
Accruals	26	18	14	10
	42	37	23	10

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

13) SHARE CAPITAL

The Group and the Company

	Number	£000
Authorised ordinary shares of 0.1p
At 31 January 2008 and 31 January 2009	1,000,000,000	1,000
Allotted, issued and fully paid ordinary shares of 0.1p
At 17 October 2006	-	-
Proceeds from issue of shares	600,000,000	600
At 31 January 2008 and 31 January 2009	600,000,000	600

14) SHARE PREMIUM ACCOUNT

The Group and the Company

		£000
At 17 October 2006		-
Premium on issue of shares in the period		4,500
Expenses of issue of shares		(167)
At 31 January 2008 and 31 January 2009		4,333

  

15) COMMITMENTS UNDER OPERATING LEASES

At 31 January 2009, the Company had no commitments under non-cancellable leases and the Group had commitments falling due as follows:

	2009	2008
Motor Vehicles	£000	£000
Not later than one year	-	5
Later than one year and not later than five years	-	5
Total commitments	-	10

16) RELATED PARTY TRANSACTIONS

Trading transactions 

During the year the Company entered into the following transactions with Ora Capital Limited which as at 31 January 2009 holds 45.25per cent. of the Company's issued share capital:

	Group	Group	Company	Company
	2009	2008	2009	2008
	£000	£000	£000	£000
Consultancy fees charged by Ora Capital Limited in the year	12	18	12	18

The outstanding balance owed to Ora Capital Limited at the balance sheet date was £1,150 (2008: £1,175).

During the year, Oxray Limited borrowed £100,000 from the Company for working capital purposes (period to 31 January 2008: £200,000). The loan is unsecured and non-interest bearing and it is repayable on demand. The outstanding balance at 31 January 2009 was £300,000 (2008: £200,000), which was fully provided against in the year, resulting in a charge to the Company's income statement of £300,000.

Transactions with Key Management Personnel

The Group's key management personnel comprised only the Directors of the Company.

During the year Group companies entered into the following transactions in which the Directors had an interest:

i. Directors' remuneration.

The remuneration of the individual Directors are shown below

	2009			2008
Short-term employment benefits	Salaries & fees	Employer's national insurance	Total	Total
	£000	£000	£000	£000
Jussi Westergren*	-	-	-	6
Michael Bretherton	10	1	11	11
David Norwood**	9	1	10	11
Professor Stephen Davies	10	1	11	6
Professor William Graham Richards	10	1	11	11

*resigned on 18 March 2009, fees of £10,000 were paid to Pembroke House Technologies Ltd. in the year on behalf of Jussi Westergren (2008: £nil)

**resigned on 31 December 2008

ii. Directors' had investments in Ora Capital Limited, which holds 45.25 per cent. of the Company's share capital, as follows as at 31 January 2009:

Director	% of issued share capital of Ora held
Michael Bretherton	0.06 %

Michael Bretherton is a Director of Ora Capital Limited.

17) ULTIMATE CONTROLLING PARTY

The Directors do not believe that there is an ultimate controlling party.

  

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