Tissue Regenix Group Regulatory News (TRX)

28 Sep 2007 07:04

Oxeco PLC28 September 2007 Embargo 7.00am 28 September 2007 Oxeco Plc Unaudited Interim accounts for the period from incorporation on 17 October 2006to 31 July 2007 Chairman's Statement Your company was established in October 2006 and was admitted to trading on AIMin December of that year with a net £2.84 million raised in cash and a statedstrategy of seeking investments in or acquiring assets, businesses or companiesin the technology and science sectors. The Group's unaudited loss before tax for the period from incorporation on 17October 2006 to 31 July 2007 was £3,000 and total equity shareholders funds atthe period end amounted to £4.93 million including cash balances of £2.81million. Oxeco Plc acquired the entire issued share capital of Oxray Limited ("Oxray") on29 June 2007. Oxray is currently a start up business with the objective ofbecoming a provider of molecular structure determination services to bothindustry and academic institutions. This is to be achieved by developing novelmolecular structure determination software in-house, in-licensing IP andpotentially making acquisitions in this field. The total consideration payable for Oxray was approximately £2.1 millionsatisfied by the issue new Ordinary Shares with a value of £2.0m and the cashsettlement of related acquisition costs amounting to £0.1m. On completion of the acquisition, I joined the Board as of Executive Chairman,Professor Stephen Davies joined as a Non-executive Director and Professor GrahamRichards changed his role from Non-executive Chairman to that of Non-executive Director. 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. Following completion of the acquisition of Oxray, your Directors intend tocontinue to identify opportunities they believe fulfill the Company's originalobjectives of investing in the technology and science sectors and especiallythose which are complementary to the Company's enlarged business. I am confident that your Company will make considerable progress during 2007/2008. Jussi WestergrenNon-Executive Chairman OXECO PLC UNAUITED INCOME STATEMENT For the period from incorporation on 17 October 2006 to 31 July 2007 Notes 2007 £'000Administrative expenses (95) Operating Loss (95) Interest receivable 92 (LOSS) BERORE TAX (3) Taxation 2 - RETAINED LOSS FOR THE PERIOD (3)EARNINGS PER SHARE 3 0.00pBasic and Diluted The loss for the period arises from the Group's continuing operations andincludes contributions from the acquisition of Oxray Ltd in June 2007 as set outin note 7. STATEMENT OF CHANGES IN EQUITY For the period from incorporation on 17 October 2006 to 31 July 2007 Share Capital Share Premium Retained Loss Total Equity £'000 £'000 £'000 £'000At 17 October 2006 - - - -Issue of shares 600 4,500 - 5,100Expenses of issue of shares - (167) - (167)Net loss for the period - - (3) (3)At 31 July 2007 600 4,333 (3) 4,930 OXECO PLC UNAUDITED BALANCE SHEET At 31 July 2007 Notes 2007 £'000ASSETS Non-current assetsProperty, plant and equipment 1 Goodwill 6 2,120Total non-current assets 2,121 Current assetsTrade and other receivables 16Cash and cash equivalents 2,816Total current assets 2,832 TOTAL ASSETS 4,953 LIABILITIESCurrent LiabilitiesTrade and other payables (23)Tax liabilities - TOTAL LIABILITIES (23) NET ASSETS 4,930 EQUITYIssued capital 4 600Share premium 5 4,333Revenue reserve (3) TOTAL EQUITY SHAREHOLDERS' FUNDS 4,930 Approved by the Board and authorised for issue on 27 September 2007. J P Westergren M A Bretherton Chairman Finance Director OXECO PLC UNAUDITED CASH FLOW STATEMENT For the period from incorporation on 17 October 2006 to 31 July 2007 2007 £'000OPERATING ACTIVITIESOperating loss (95)(Increase) in trade and other receivables (16)(Decrease)/increase in trade and other payables (30) Net cash outflow from operations (141) INVESTING ACTIVITIESAcquisition of subsidiaries (see note 7) (100)Cash and bank in subsidiaries at acquisition (see note 7) 32 Net cash outflow from investing activities (68) FINANCING ACTIVITIESProceeds from issue of share capital 3,100Expenses of issue of share capital (167)Interest received 92 Net cash inflow from financing activities 3,025 INCREASE IN CASH AND CASH EQUIVALENTS 2,816 Cash and cash equivalents at 17 October 2006 - CASH AND CASH EQUIVALENTS 2,816AT 31 JULY 2007 OXECO PLC NOTES TO THE CONDENSED FINANCIAL STATEMENTS 1) SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The interim financial statements of Oxeco Plc are unaudited condensedconsolidated financial statements for the period from incorporation on 17October 2006 to 31 July 2007. The condensed consolidated financial statements have been prepared under thehistoric cost convention and incorporate the financials of Oxeco Plc for theperiod and its subsidiary undertaking from the date of acquisition. The condensed interim consolidated financial statements do not constitutestatutory accounts. Property, plant and equipment Property, plant and equipment assets are stated at historical cost lessdepreciation provided at rates calculated to write each asset down to itsestimated residual value evenly over its expected useful life. Financial Assets and Liabilities Trade and other receivables Trade and other receivables do not carry any interest and are stated at theirnominal value as reduced by appropriate allowances for estimated irrecoverableamounts. Trade and other payables Trade and other payables are not interest bearing and are stated at theirnominal value. Cash and cash equivalents Cash and cash equivalents comprise cash at hand and deposits on a term of notgreater than 3 months. 2) TAXATION The tax expense represents the sum of the tax currently payable and deferredtax. The tax currently payable is based on taxable profit for the period. TheCompany's liability for current tax is calculated by using tax rates that havebeen enacted or substantively enacted by the balance sheet date. 3) LOSS PER SHARE Basic loss per share is based on the net loss for the period of £ 3,000attributable to equity holders of the parent divided by the weighted averagenumber of ordinary shares in issue during the period of 353,658,537. OXECO PLC NOTES TO THE CONDENSED FINANCIAL STATEMENT 4) SHARE CAPITAL Number £'000 Authorised: Ordinary shares of 0.1p 1,000,000,000 1,000 Allotted, issued and fully paid: Ordinary shares of 0.1p 600,000,000 600 The Company was incorporated on 17 October 2006, on which date the authorisedshare capital was £1,000,000 divided into 1,000,000,000 shares of 0.1p each, 2of which 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 theAlternative Investment Market (AIM) each at a price of 1p, resulting in a sharepremium of £2,700,000. On 29 June 2007 the company allotted 200,000,000 shares of 1p in connection withthe acquisition by the Company of the entire issued share capital of Oxray Ltd,resulting in a share premium of £ 1,800,000. 5) SHARE PREMIUM ACCOUNT 2007 £'000 At 17 October 2007 -Premium on issue of shares in the period (see note 4) 4,500Expenses of issue of shares (167) At 31st July 2007 4,333 6) GOODWILL 2007 £'000 At 17 October 2006 - Arising on acquisition of subsidiaries (see note 7) 2,120 At 31st July 2007 2,120 OXECO PLC NOTES TO THE CONDENSED FINANCIAL STATEMENT 7) PURCHASE OF SUBSIDIARY UNDERTAKINGS On the 29th June 2007, the Company acquired 100% of the issued share capital ofOxray Ltd by issue of 200,000,000 new ordinary shares at 1 pence per share for avalue of £ 2,000,000 together with the settlement in cash of costs of £ 100,042.This acquisition has been accounted for by the purchase method of accounting assummarised below. Period ended 31 July 2007 Oxray Ltd £'000Net assets / (liabilities) acquired (100%)Fixed assets 1 Cash 32Other net liabilities (53) Net liabilities acquired (20)Goodwill on acquisition 2,120Total Consideration 2,100Satisfied by:Issue of shares 2,000Cash 100Total 2,100 For the period between the date of acquisition and 31 July 2007, Oxray did notcontribute any revenues but the loss before tax contribution amounted to £9,858. If Oxray had been consolidated for the full period from incorporation ofOxeco on 17 October 2006 to 31 July 2007, the loss before tax contribution ofOxray would have been £ 122,409 8) RELATED PARTY TRANSACTIONS During the period group companies entered into the following transactions withOra Capital Partners Plc which as at 31 July 2007 holds 45.25% of the issuedshare capital of Oxeco Plc. 2007 £'000 Management consultancy fees charged by Ora Capital Partners Plc in the period 7 Directors' Interests Directors' interests in Ora Capital Partners Plc. The directors had investmentsin Ora as follows as at 31 July 2007: Director % of issued share capital of Ora held David Norwood 4.25% Michael Bretherton 0.08% David Norwood and Michael Bretherton are also directors of Ora Capital Partners Plc. This information is provided by RNS The company news service from the London Stock Exchange