VRP.L Regulatory News (VRP)

29 Sep 2006 09:28

Verona Pharma PLC29 September 2006 VERONA PHARMA PLC (Formerly known as ISIS RESOURCES PLC) Interim Report For the six months ended 30 June 2006 CHAIRMAN'S STATEMENT Dear Shareholders, It is with pleasure that I join the Board of Verona Pharma plc (the "Company")as Chairman following the Company's acquisition of Rhinopharma Limited ("Rhinopharma"). During the six month period ended 30 June 2006, the Company entered into a headsof agreement to acquire Rhinopharma. Subsequent to this period, on 18 September2006, shareholders approved the acquisition of Rhinopharma (the "Acquisition")together with a change of name of the Company from Isis Resources plc. Following the Acquisition, the Company's objective is to build a businessrecognised for the discovery and development of new drugs for the treatment ofallergic rhinitis (hay fever) and other chronic respiratory and inflammatorydiseases. The drugs currently under development by Rhinopharma together withthe experience, track record and network of the Rhinopharma team positions theCompany well to achieve this objective. In conjunction with the Acquisition, the Company completed a placement of51,075,000 new ordinary shares at 4p each to raise £2,043,000, before expenses.The Company was re-admitted to trading on AIM on 19 September 2006. I would like to take this opportunity to thank Craig Burton and Josef El-Raghyfor their contributions to the board and welcome to the board Michael Walker,Trevor Jones and Claire Poll. Together with Stuart Bottomley, the new Directorsare looking forward to leading the Company through this exciting new phase inits development and growth. On behalf of the board, I thank you for your support. Yours faithfully, Clive PageChairman INCOME STATEMENT Six Month Period Incorporation to ended 30 June 2006 30 June 2005 (unaudited) £ (unaudited) £ Note Revenue - -Administration expenses (84,396) (31,518)Other operating income - -Operating loss (84,396) (31,518)Interest income 30,160 12,808Loss before taxation (54,236) (18,710)Taxation - -Loss for the period (54,236) (18,710) Earnings per ordinary shareBasic (pence per share) 7 (0.11) (0.06)Diluted (pence per share) 7 (0.09) (0.05) All transactions arise from continuing operations BALANCE SHEET 30 June 30 June 2006 2005 (unaudited) (unaudited) £ £ Note ASSETS Current assets Trade and other receivables 3 164,188 1,970 Cash and cash equivalents 862,798 1,000,903 Total assets 1,026,986 1,002,873 EQUITY AND LIABILITIES Capital and reserves Share capital 4 50,200 50,000 Share premium 5 903,412 903,745 Other reserves 5 (32,799) 60,503 Retained losses (28,269) (18,710) Total equity 5 892,544 995,538 Current liabilities Trade and other payables 134,442 7,335 Total equity and 1,026,986 1,002,873liabilities CASH FLOW STATEMENT Six Month Period Incorporation to ended 30 June 30 June 2005 2006 (unaudited) (unaudited) £ £ Note Net cash outflow from operating activities 6 (116,971) (26,153) Investing activitiesInterest received 30,160 12,808Net cash from investing activities 30,160 12,808 Financing activities Net proceeds from issuance of ordinary share - 953,745capital Net cash from financing activities - 953,745 Effects of exchange rate changes (32,799) 60,503 Net increase/(decrease) in cash and cash (119,610) 1,000,903equivalentsCash and cash equivalents at the beginning of 982,408 -the periodCash and cash equivalents at the end of the 862,798 1,000,903period NOTES TO THE ACCOUNTS 1 Accounting Policies Basis of accounting The interim financial information for the six months ended 30 June 2006 isunaudited and does not constitute statutory accounts as defined in section 240of the Companies Act 1985. It was approved by the board of Directors on 29September 2006. The financial statements have been prepared under the historical cost conventionand in accordance with International Financial Reporting Standards as adopted bythe European Union. The interim financial information for the six months ended 30 June 2006 has beenprepared pursuant to AIM rule 18 and represents the half-yearly report for thesix months then ended. AIM rule 18 states; "An AIM company must prepare a halfyearly report in respect of the six month period from the end of the financialperiod for which financial information has been disclosed in its admissiondocument and at least every subsequent six months thereafter (apart from thefinal period of six months preceding its accounting reference date for itsauditing accounts.)". Foreign currencies The functional currency of the Company is the United States Dollar ($). Thisrepresents the currency of the primary economic environment in which the companyoperates. Monetary assets and liabilities denominated in foreign currencies aretranslated into $ at rates of exchange ruling at the balance sheet date.Transactions in foreign currencies are recorded at the rate ruling at the dateof the transaction. All differences are taken to the income statement. The interim report has been prepared in sterling (£). Assets and liabilities aretranslated into £ at the rate of exchange ruling at the date of that balancesheet. Income and expenses are translated into £ at the rate ruling at the dateof the transaction. All resulting exchange differences are recognised as aseparate component of equity. 2 Taxation No liability to UK or overseas taxation has arisen during the period and noprovision for deferred tax was considered necessary. 3 Trade and other receivables 30 June 30 June 2006 2005 £ £Other receivables 6,701 1,970Prepayments 157,487 - 164,188 1,970 Prepayments relate to cost of issuing share capital. The shares were allottedafter the year end and the prepayment was transferred to the share premiumreserve in accordance with IAS 32. 4 Called-up share capital 30 June 30 June 2006 2005 £ £Authorised:10,000,000,000 ordinary shares of 0.1p 10,000,000 10,000,000each Allotted, issued and fully paid:50,200,000 ordinary shares of 0.1p each 50,200 50,000 On 24 August 2005, 200,000 options were exercised at 2 pence each. 5 Shareholders' funds and changes in shareholders' equity Share Share Translation Retained capital premium reserve earnings Total £ £ £ £ £ Balance at 1 January 2006 50,200 903,412 - 25,967 979,579Net loss for the period - - - (54,236) (54,236)Exchange adjustments - - (32,799) - (32,799) _________ _________ _________ _________ _________ Balance at 30 June 2006 50,200 903,412 (32,799) (28,269) 892,544 6 Reconciliation of operating loss to net cash outflow from operating activities 30 June 30 June 2006 2005 £ £ Operating loss (84,396) (31,518)(Increase) in receivables (155,270) (1,970)Increase in payables 122,695 7,335 Net cash outflow from operating activities (116,971) (26,153) 7 Earning per share The calculation of the basic loss per share of (0.11) pence (2005: (0.06)pence) is based on a loss of £54,236 to 30 June 2006 and the weighted averagenumber of ordinary shares outstanding of 50,200,000 at 30 June 2006. Thediluted loss per share is based on a weighted average number of sharesoutstanding of 61,000,000 and the loss per share presented. 30 June 30 June 2006 2005 Number Number Basic weighted average number of shares 50,200,000 30,920,635Dilutive share options 10,800,000 3,793,651 Diluted weighted average number of shares 61,000,000 34,714,286 8 Publication of Non-statutory Accounts The financial information set out in this interim report does not constitutestatutory accounts as defined in section 240 of the Companies Act 1985. Theauditors' report on these financial statements was unqualified and did notcontain a statement under Section 237(2) of the Companies Act 1985. 9 Subsequent events The major events subsequent to 30 June 2006 are set out in the Chairman'sStatement. This information is provided by RNS The company news service from the London Stock Exchange