TIDMONG
RNS Number : 2801L
Oxford Nutrascience Group PLC
05 May 2010
5 May 2010
Oxford Nutrascience Group plc
("Oxford Nutrascience" or "the Company")
Subsidiary results to 31 December 2009
Oxford Nutrascience announces the final results for its wholly owned subsidiary,
Oxford Nutrascience Ltd ("ONL"), for the period ending 31 December 2009. On 27
January 2010 Oxford Nutrascience acquired the entire issued share capital of ONL
pursuant to the terms of the Share Exchange Agreement details of which are set
out in the admission document dated 8 February 2010.
Oxford Nutrascience is a UK consumer healthcare company that develops chewy
confectionery, chewable tablets and liquid suspensions to allow medicines and
vitamin supplements to be taken in a more pleasant and convenient way.
Oxford Nutrascience's medicine development work is currently focused on pain
relieving drugs, indigestion preparations and cough and cold medicines. Oxford
Nutrascience intends to increase its product range and license its intellectual
property to major brand owners in the over-the-counter (OTC) and prescription
pharmaceutical sectors.
POST PERIOD HIGHLIGHTS
· Successful admission of Oxford Nutrascience to AIM
· Development agreement signed to scale-up and validate manufacturing
processes for Chewitab(TM)
· Patent applications submitted
· Interest by consumer healthcare pharmaceutical brand owners to license
technology
· Appointment of Marcelo Bravo as Executive Chairman, with responsibility for
R&D.
Nigel Theobald, Chief Executive, Oxford Nutrascience Group plc said:
"The IPO of Oxford Nutrascience has given the Company greater visibility amongst
over the counter healthcare companies looking for more convenient and pleasant
tasting medicines and supplements that help people who have difficulty
swallowing pills and tablets.
"We are experiencing increasing interest from potential licensing partners and
are excited about our plans for the launch of our own branded supplement
products.
"As Oxford Nutrascience moves into the development phase for our chewitabs and
suspensions ahead of full scale production, we continue to make advancements of
our technology to improve taste and performance of our technology. This progress
has allowed us to strengthen our patent applications."
A copy of the results will also be made available on the Company's website -
www.oxfordnutrascience.com.
Contacts:
Oxford Nutrascience Group Plc
Nigel Theobald, Chief Executive +44 1865 854874
Mark Way, Investor and Media Relations +44 7786 116991
ZAI Corporate Finance (Nominated Adviser)
Ray Zimmerman +44 20 7060 2220
Sarang Shah +44 20 7060
2220
CHAIRMAN'S STATEMENT
Following the IPO of the Company in February of this year the structure of the
business changed significantly and consequently the financial results for the
year ended 2009 have a reduced relevance.
We have further developed our technology for the use of prebiotic soluble fibres
in medicine delivery systems that disperse and solubilise medicines, improve
taste and mouth feel, simplify processing and eliminate additives. We are now
well placed to bring new products and delivery systems to market.
Products
Our products fall into the following two categories:
1) Chews: We currently produce Ellactiva , a calcium chewy supplement sold in
the UK and in the Middle East, and plan to launch new chews to complement this
existing product.
2) Chewable tablets and liquid suspensions: The target market for Oxford
Nutrasciences' Chewitabs(TM) and liquid suspension delivery systems are
supplements, over-the-counter ("OTC") pain relieving drugs, indigestion
preparations and cough and cold medicines.
The successful IPO and listing of the Company
The IPO of Oxford Nutrascience earlier this year has allowed the Company to
accelerate its strategy of making self medication easier and more pleasant by
increasing its product range. The IPO has also allowed us to initiate and
advance discussions with major brand owners in the OTC and prescription
pharmaceutical sectors for the licensing of our intellectual property.
The Company raised GBP1.1 million, before expenses, via a placing of 62,857,148
ordinary shares of 0.1p each at a price of 1.75p per share.
The net proceeds of the Placing will be used primarily to provide funds needed
by the Group to develop and grow the existing business including the launch of
our own chews and provide funding for further development of the Company's
technology.
Marcelo Bravo, Chairman
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2009
+--------------------------------------+-------+-----------+-----------+
| |Notes | Year to | (restated |
| | | | - note 1) |
| | | 31 | Period to |
| | | December | 31 |
| | | 2009 | December |
| | | | 2008 |
+--------------------------------------+-------+-----------+-----------+
| | | GBP | GBP |
+--------------------------------------+-------+-----------+-----------+
| Revenue | 2 | 54,293 | 42,677 |
+--------------------------------------+-------+-----------+-----------+
| Cost of sales | | (32,044) | (31,582) |
+--------------------------------------+-------+-----------+-----------+
| Gross profit | | 22,249 | 11,095 |
+--------------------------------------+-------+-----------+-----------+
| Administrative expenses | 3 | (262,767) | (131,133) |
+--------------------------------------+-------+-----------+-----------+
| Operating loss | 3 | (240,518) | (120,038) |
+--------------------------------------+-------+-----------+-----------+
| Finance Income | 6 | 11,356 | 13,520 |
+--------------------------------------+-------+-----------+-----------+
| Loss before taxation | | (229,162) | (106,518) |
+--------------------------------------+-------+-----------+-----------+
| Taxation | 7 | - | - |
+--------------------------------------+-------+-----------+-----------+
| Loss for the Year | | (229,162) | (106,518) |
+--------------------------------------+-------+-----------+-----------+
| Other comprehensive income for the | | - | - |
| period, net of tax | | | |
+--------------------------------------+-------+-----------+-----------+
| Total comprehensive income for the | | (229,162) | (106,518) |
| period | | | |
+--------------------------------------+-------+-----------+-----------+
| Attributable to: | | | |
+--------------------------------------+-------+-----------+-----------+
| Equity holders of the Company | | (229,162) | (106,518) |
+--------------------------------------+-------+-----------+-----------+
Comparative figures comprise the period from incorporation on 8 February 2008 to
31 December 2008.
The loss for the year arises from the Company's continuing operations.
STATEMENT OF CHANGES IN EQUITY
For the period ended 31 December 2009
+-----------------+---------+----------+---------+-----------+-----------+
| | Attributable to the equity holders of |
| | the Company |
+-----------------+------------------------------------------------------+
| | Share | Share | Share | (restated | Total |
| | Capital | Premium | Based | - note 1) | Equity |
| | | | Payment | Retained | |
| | | | Reserve | Deficit | |
+-----------------+---------+----------+---------+-----------+-----------+
| | GBP | GBP | GBP | GBP | GBP |
+-----------------+---------+----------+---------+-----------+-----------+
| As at 8 | - | - | - | - | - |
| February 2008 | | | | | |
+-----------------+---------+----------+---------+-----------+-----------+
| Loss for the | - | - | - | (106,518) | (106,518) |
| period | | | | | |
+-----------------+---------+----------+---------+-----------+-----------+
| Issue of shares | 130,767 | 984,533 | - | - | 1,115,300 |
+-----------------+---------+----------+---------+-----------+-----------+
| As at 31 | 130,767 | 984,533 | - | (106,518) | 1,008,782 |
| December 2008 | | | | | |
| (restated) | | | | | |
+-----------------+---------+----------+---------+-----------+-----------+
| Loss for the | - | - | - | (229,162) | (229,162) |
| year | | | | | |
+-----------------+---------+----------+---------+-----------+-----------+
| Issue of shares | 29,700 | (29,700) | - | - | - |
+-----------------+---------+----------+---------+-----------+-----------+
| Share based | - | - | 15,915 | - | 15,915 |
| payment | | | | | |
+-----------------+---------+----------+---------+-----------+-----------+
| As at 31 | 160,467 | 954,833 | 15,915 | (335,680) | 795,535 |
| December 2009 | | | | | |
+-----------------+---------+----------+---------+-----------+-----------+
STATEMENT OF FINANCIAL POSITION
As at 31 December 2009
+----------------------------------------+-------+-----------+-----------+
| |Notes | 2009 | (restated |
| | | | - note 1) |
| | | | 2008 |
+----------------------------------------+-------+-----------+-----------+
| | | GBP | GBP |
+----------------------------------------+-------+-----------+-----------+
| Assets | | | |
+----------------------------------------+-------+-----------+-----------+
| Non-current assets | | | |
+----------------------------------------+-------+-----------+-----------+
| Property, plant and equipment | 8 | 718 | - |
+----------------------------------------+-------+-----------+-----------+
| Intangible assets | 9 | 7,695 | 1,046 |
+----------------------------------------+-------+-----------+-----------+
| | | 8,413 | 1,046 |
+----------------------------------------+-------+-----------+-----------+
| Current assets | | | |
+----------------------------------------+-------+-----------+-----------+
| Inventories | 10 | 38,896 | 19,175 |
+----------------------------------------+-------+-----------+-----------+
| Trade and other receivables | 11 | 169,442 | 40,202 |
+----------------------------------------+-------+-----------+-----------+
| Cash and cash equivalents | 12 | 637,725 | 988,967 |
+----------------------------------------+-------+-----------+-----------+
| | | 846,063 | 1,048,344 |
+----------------------------------------+-------+-----------+-----------+
| Total assets | | 854,476 | 1,049,390 |
+----------------------------------------+-------+-----------+-----------+
| | | | |
+----------------------------------------+-------+-----------+-----------+
| Liabilities | | | |
+----------------------------------------+-------+-----------+-----------+
| Current liabilities | | | |
+----------------------------------------+-------+-----------+-----------+
| Trade and other payables | 13 | (58,941) | (40,608) |
+----------------------------------------+-------+-----------+-----------+
| Total liabilities | | (58,941) | (40,608) |
+----------------------------------------+-------+-----------+-----------+
| | | | |
+----------------------------------------+-------+-----------+-----------+
| Net assets | | 795,535 | 1,008,782 |
+----------------------------------------+-------+-----------+-----------+
| | | | |
+----------------------------------------+-------+-----------+-----------+
| Equity | | | |
+----------------------------------------+-------+-----------+-----------+
| Attributable to equity holders of the | | | |
| Company | | | |
+----------------------------------------+-------+-----------+-----------+
| Share capital | 14 | 160,467 | 130,767 |
+----------------------------------------+-------+-----------+-----------+
| Share premium | 15 | 954,833 | 984,533 |
+----------------------------------------+-------+-----------+-----------+
| Share based payment reserve | 5 | 15,915 | - |
+----------------------------------------+-------+-----------+-----------+
| Retained deficit | | (335,680) | (106,518) |
+----------------------------------------+-------+-----------+-----------+
| Net equity | | 795,535 | 1,008,782 |
+----------------------------------------+-------+-----------+-----------+
These financial statements have been prepared in accordance with the special
provisions for small companies under Part 15 of the Companies Act 2006.
Approved by the board of Directors and authorised for issue on 14 April 2010 and
signed on its behalf by:
Nigel Theobald
Director
Company number: 06498279
STATEMENT OF CASH FLOWS
For the year ended 31 December 2009
+----------------------------------------+--------+-----------+-----------+
| | Notes | Year | (restated |
| | | to 31 | - note 1) |
| | | December | Period to |
| | | 2009 | 31 |
| | | | December |
| | | | 2008 |
+----------------------------------------+--------+-----------+-----------+
| | | GBP | GBP |
+----------------------------------------+--------+-----------+-----------+
| Operating activities | | | |
+----------------------------------------+--------+-----------+-----------+
| Loss before tax | | (229,162) | (106,518) |
+----------------------------------------+--------+-----------+-----------+
| Adjustments for non-cash items: | | | |
+----------------------------------------+--------+-----------+-----------+
| Share based payment | 5 | 15,915 | - |
+----------------------------------------+--------+-----------+-----------+
| Depreciation of property, plant and | 8 | 20 | - |
| equipment | | | |
+----------------------------------------+--------+-----------+-----------+
| Amortisation of intangible assets | 9 | 868 | 116 |
+----------------------------------------+--------+-----------+-----------+
| Increase in inventories | | (19,721) | (19,175) |
+----------------------------------------+--------+-----------+-----------+
| Increase in trade and other | | (129,240) | (40,202) |
| receivables | | | |
+----------------------------------------+--------+-----------+-----------+
| Increase in trade and other payables | | 18,333 | 40,608 |
+----------------------------------------+--------+-----------+-----------+
| Finance income | | (11,356) | (13,520) |
+----------------------------------------+--------+-----------+-----------+
| Net cash outflow from operations | | (354,343) | (138,691) |
+----------------------------------------+--------+-----------+-----------+
| | | | |
+----------------------------------------+--------+-----------+-----------+
| Investing activities | | | |
+----------------------------------------+--------+-----------+-----------+
| Purchase of property, plant and | 8 | (738) | - |
| equipment | | | |
+----------------------------------------+--------+-----------+-----------+
| Purchase of intangible assets | 9 | (7,517) | (1,162) |
+----------------------------------------+--------+-----------+-----------+
| Interest received | | 11,356 | 13,520 |
+----------------------------------------+--------+-----------+-----------+
| Net cash inflow from investing | | 3,101 | 12,358 |
| activities | | | |
+----------------------------------------+--------+-----------+-----------+
| | | | |
+----------------------------------------+--------+-----------+-----------+
| Financing activities | | | |
+----------------------------------------+--------+-----------+-----------+
| Proceeds from issue of share capital |14, 15 | - | 1,115,300 |
+----------------------------------------+--------+-----------+-----------+
| Net cash inflow from financing | | - | 1,115,300 |
| activities | | | |
+----------------------------------------+--------+-----------+-----------+
| | | | |
+----------------------------------------+--------+-----------+-----------+
| (Decrease)/increase in cash and cash | | (351,242) | 988,967 |
| equivalents | | | |
+----------------------------------------+--------+-----------+-----------+
| Cash and cash equivalents at start of | | 988,967 | - |
| period | | | |
+----------------------------------------+--------+-----------+-----------+
| Cash and cash equivalents at end of | 19 | 637,725 | 988,967 |
| period | | | |
+----------------------------------------+--------+-----------+-----------+
Comparative figures comprise the period from incorporation on 8 February 2008 to
31 December 2008.
NOTE TO THE FINANCIALINFORMATION
For the year ended 31 December 2009
1) ACCOUNTING POLICIES
The Company has adopted International Financial Reporting Standards ("IFRS")
with effect from 8 February 2008 and as such, these are the Company's first set
of annual financial statements prepared in accordance with IFRS. Previously,
the Company prepared its financial statements in accordance with accounting
standards generally accepted in the United Kingdom ("UK GAAP"). The transition
date to IFRS is 8 February 2008.
BASIS OF ACCOUNTING
The financial information have been prepared under the historical cost
convention in accordance with International Financial Reporting Standards
("IFRS") and International Accounting Standards as issued by the International
Accounting Standards Board ("IASB") as well as interpretations issued by the
International Financial Reporting Interpretations Committee ("IFRIC") as adopted
by the European Union.
The company has presented income and expenses in one statement, a statement of
comprehensive income, which is separate from owner changes in equity, as
required by IAS 1. Components of other comprehensive income, being items of
income and expense not recognised in profit or loss as permitted by other IFRS,
are also displayed in the statement of comprehensive income.
Historical Cost Convention
The financial information has been prepared on the historic cost basis. The
principal accounting policies applied are set out below.
Prior period adjustment
The 2008 comparative figures have been restated to adjust for matters identified
and corrected during the preparation of the financial information for inclusion
in the AIM listing Admission Document as part of the AIM listing process
referred to in the Post Balance Sheet Events , see note 18. Prior period
adjustments have been made as follows:
· Other operating income has been reduced by GBP100;
· Finance income has been increased by GBP3,793 to GBP13,520 to include
deferred interest;
· The deferred tax asset of GBP23,000 has been reversed as the Directors
consider it to be too early to determine whether or not the losses are
recoverable; and
· Reclassification between share capital and share premium has been
amended.
The consequence of the above adjustments has been to increase loss after tax by
GBP19,307 to GBP106,518, and to decrease total equity from GBP1,028,089 to
GBP1,008,782.
SEGMENTAL REPORTING
The reportable disclosures are identified by the chief operating decision maker
by the way management has organised the firm. The firm operates out of one
location and produces one product.
The chief operating decision maker reviews the performance of the Company based
on total revenues and costs and not by any segmental reporting.
REVENUE
Revenue comprises the fair value of the consideration received or receivable for
the sale of goods 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
Company.
Grant income is recognised as earned based on contractual conditions, generally
as expenses are incurred, or in the case of capital expenditure grants, as the
equipment purchased is used over the life of the grant.
FOREIGN CURRENCIES
Transactions in foreign currencies are initially recorded at the rates of
exchange prevailing on the dates of the transactions. At each balance sheet
date, monetary assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the balance sheet date. Gains and
losses arising on retranslation are charged to profit or loss as they are
incurred.
The functional and presentational currency of the Company is British pounds.
RESEARCH AND DEVELOPMENT
Research costs are charged to the statement of comprehensive income as they are
incurred. Development costs that meet the criteria below are capitalised as
intangible assets when it is probable that the future economic benefits will
flow to the Company. Such intangible assets are amortised on a straight-line
basis from the point at which the assets are ready for use over the period of
the expected benefit, and are reviewed for an indication of impairment at each
balance sheet date. Other development costs are charged against profit or loss
as incurred since the criteria for their recognition as an asset are not met.
The criteria for recognising expenditure as an asset are:
· 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 or sell the product; and
· expenditure attributable to the product can be reliably measured.
The costs of an internally generated intangible asset comprise all directly
attributable costs necessary to create, produce and prepare the asset to be
capable of operating in the manner intended by management. Directly
attributable costs include employee costs incurred on technical development,
testing and certification, materials consumed and any relevant third party cost.
The costs of internally generated developments are recognised as intangible
assets and are subsequently measured in the same way as externally acquired
intangible assets. However, until completion of the development project, the
assets are subject to impairment testing only.
No research and development costs have been capitalised to 31 December 2009
since the criteria for their recognition as an asset has not been met.
LEASES
Rental payable under operating leases, which are leases where the lessor retains
a significant proportion of the risks and benefits of the asset, are charged in
the statement of comprehensive income on a straight line basis over the expected
lease term.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at historical cost less accumulated
depreciation. The cost of property, plant and equipment is their purchase
price, together with any directly attributable costs of acquisition.
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:
Computer equipment: over
3 years
INTANGIBLE ASSETS
Patent costs and trademarks are stated at historic cost net of amortisation and
any provision for impairment. Patent costs and trademarks are amortised over
their useful economic life of 10 years years on a straight line basis.
Amortisation is included within Administrative Expenses in the Statement of
Comprehensive Income.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
At each balance sheet date, the Company 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 is estimated in
order to determine the extent of the impairment loss (if any).
Discounted cash flow valuation techniques are generally applied for assessing
recoverable amounts using three year forward looking cash flow projections and
terminal value estimates, together with discount rates appropriate to the risk
of the related cash generating units.
The recoverable amount of the intangible asset is the higher of its value in use
and its fair value less costs to sell. Discounted cash flows are used to
calculate the recoverable amounts which are based on cash generating units where
assets do not generate cash flows independent from other assets.
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
Company will be unable to collect all of the amounts due under the terms
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.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
includes all costs incurred in bringing each product to its present location and
condition. Net realisable value is based on estimated selling price less any
further costs expected to be incurred to disposal. Cost is determined using the
first in first out method of valuation. Provision is made for slow moving or
obsolete items.
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 or options are shown in equity as a
deduction, net of tax from proceeds.
SHARE BASED PAYMENTS
The Company undertakes equity settled share-based payment transactions with
certain employees.
Equity settled share-based payment transactions are measured with reference to
the fair value at the date of grant, recognised on a straight line basis over
the vesting period, based on the company's estimate of shares that will
eventually vest. Fair value is measured using the Black-Scholes model.
At each balance sheet date before vesting, the cumulative expense is calculated,
representing the extent to which the vesting period has expired and management's
best estimate of the achievement or otherwise of non-market conditions and the
number of equity instruments that will ultimately vest. The movement in
cumulative expense since the previous balance sheet date is recognised in the
statement of comprehensive income, with a corresponding entry in equity.
TAXATION
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the period. The
Company'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
information and the corresponding tax bases used in the computation of taxable
profit, 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 period when the asset is realised or the liability is settled
using tax rates that have been enacted or substantively enacted by the balance
sheet date. Deferred tax is charged or credited to profit or loss, 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 that have the most
significant effects on the carrying amounts of the assets and liabilities in the
financial information are discussed below:
Equity settled share-based payments
The estimation of share-based payment costs requires the selection of an
appropriate valuation method, consideration as to the inputs necessary for the
valuation model chosen and the estimation of the number of awards that will
ultimately vest, inputs for which arise from judgements relating to the future
volatility of the share price of comparable companies, the Company's expected
dividend yields, risk free interest rates and expected lives of the options. The
Directors draw on a variety of sources to aid in the determination of the
appropriate data to use in such calculations.
Research and development costs
Careful judgement by the Directors is applied when deciding whether the
recognition requirements for capitalising development costs have been met. This
is necessary as the economic success of any product development is uncertain and
may be subject to future technical problems. Judgements are based on the
information available at each Balance Sheet date which includes the progress
with testing and certification and progress on, for example, establishment of
commercial arrangements with third parties. In addition, all internal
activities related to research and development of new products are continuously
monitored by the Directors.
ACCOUNTING STANDARDS AND INTERPRETATIONS NOT APPLIED
At the date of authorisation of the financial information, the following
Standards and Interpretations relevant to the operations of the Company, which
have not yet been applied in this financial information, were in issue but not
yet effective:
+------+-----------------------------------------+------------+
| | | Effective |
| | | for |
| | | periods |
| | | commencing |
| | | on or |
| | | after |
+------+-----------------------------------------+------------+
| IFRS | Share based payments (amendments) | 1 January |
| 2 | | 2010 |
+------+-----------------------------------------+------------+
| IFRS | Business combination (revision) | 1 July |
| 3 | | 2009 |
+------+-----------------------------------------+------------+
| IFRS | Operating segments (amendments) | 1 January |
| 8 | | 2010 |
+------+-----------------------------------------+------------+
| IAS | Presentation of financial statements | 1 January |
| 1 | (amendments) | 2010 |
+------+-----------------------------------------+------------+
| IAS | Statement of Cash Flows (amendments) | 1 January |
| 7 | | 2010 |
+------+-----------------------------------------+------------+
| IAS | Leases (amendments) | 1 January |
| 17 | | 2010 |
+------+-----------------------------------------+------------+
| IAS | Consolidated and Separate Financial | 1 July |
| 27 | Statements (amendments) | 2009 |
+------+-----------------------------------------+------------+
| IAS | Financial Instruments: Presentation | 1 |
| 32 | (amendments) | February |
| | | 2010 |
+------+-----------------------------------------+------------+
| IAS | Impairment of Assets (amendments) | 1 January |
| 36 | | 2010 |
+------+-----------------------------------------+------------+
| IAS | Intangible Assets (amendments) | 1 July |
| 38 | | 2009 |
+------+-----------------------------------------+------------+
| IAS | Financial Instruments: Recognition and | 1 July |
| 39 | Measurement (amendments) | 2009 |
+------+-----------------------------------------+------------+
The Directors do not anticipate that the adoption of these Standards and
Interpretations will have a material impact on the financial information of the
Company.
2) SEGMENTAL REPORTING
The chief operating decision maker is Nigel Theobald who reviews the reports of
the Company as one segment only. The review of the Company's operating results
is not broken down into other segments.
Revenue represents amounts derived from the sale of products which fall within
the Company's ordinary activities after taking deduction of trade discounts and
Value Added Tax. The Company's revenue is solely attributable to the sale of a
calcium chew supplement, Ellactiva and to grant income. The Ellactiva revenues
were generated in two main geographic areas, based on the customer's location,
although all are managed in the UK. The Company's revenue per customer
orientation is as follows:
+-----------------------------------------+----------+----------+
| | Year to | Period |
| | 31 | to 31 |
| | December | December |
| | 2009 | 2008 |
+-----------------------------------------+----------+----------+
| Continuing operations | GBP | GBP |
+-----------------------------------------+----------+----------+
| Product sales: | | |
+-----------------------------------------+----------+----------+
| UK* | 35,224 | 22,830 |
+-----------------------------------------+----------+----------+
| Middle East** | 9,069 | 19,847 |
+-----------------------------------------+----------+----------+
| | 44,293 | 42,677 |
+-----------------------------------------+----------+----------+
| Grant income | 10,000 | - |
+-----------------------------------------+----------+----------+
| Total Revenue | 54,293 | 42,677 |
+-----------------------------------------+----------+----------+
*97% of the UK revenue is generated from one customer (period to 31 December
2008: 99%)
** 100% of the Middle East revenue is generated from one customer (period to 31
December 2008: 100%)
All the Company's assets are held in the UK and all of its capital expenditure
arises in the UK.
3) LOSS FROM OPERATIONS
+-----------------------------------------+----------+----------+
| | Year | Period |
| | to 31 | to 31 |
| | December | December |
| | 2009 | 2008 |
+-----------------------------------------+----------+----------+
| | GBP | GBP |
+-----------------------------------------+----------+----------+
| Loss from operations is stated after | | |
| charging to administrative expenses: | | |
+-----------------------------------------+----------+----------+
| Depreciation of property, plant and | 20 | - |
| equipment (see note 8) | | |
+-----------------------------------------+----------+----------+
| Amortisation of intangible assets (see | 868 | 116 |
| note 9) | | |
+-----------------------------------------+----------+----------+
| Other operating lease rentals | 3,275 | 4,090 |
+-----------------------------------------+----------+----------+
| Staff costs (see note 4) | 116,713 | 63,521 |
| | | |
+-----------------------------------------+----------+----------+
| Foreign exchange losses | - | 266 |
+-----------------------------------------+----------+----------+
| Research and development | 70,750 | 35,314 |
+-----------------------------------------+----------+----------+
| Auditors remuneration: | | |
+-----------------------------------------+----------+----------+
| Fees payable to the Company's auditor | 5,000 | |
| for the audit of the Company's accounts | | - |
| | | |
+-----------------------------------------+----------+----------+
4) STAFF COSTS
+--------------------------------------------+----------+----------+
| | Year to | Period |
| | 31 | to 31 |
| | December | December |
| | 2009 | 2008 |
+--------------------------------------------+----------+----------+
| | Number | Number |
+--------------------------------------------+----------+----------+
| The average monthly number of persons | | |
| (including directors) employed by the | | |
| Company during the period was: | | |
+--------------------------------------------+----------+----------+
| Administration and management | 2 | 3 |
+--------------------------------------------+----------+----------+
| | | |
+--------------------------------------------+----------+----------+
| | Year to | Period |
| | 31 | to 31 |
| | December | December |
| | 2009 | 2008 |
+--------------------------------------------+----------+----------+
| | GBP | GBP |
+--------------------------------------------+----------+----------+
| The aggregate remuneration, including | | |
| directors, comprised: | | |
+--------------------------------------------+----------+----------+
| Wages and salaries | 90,000 | 56,875 |
+--------------------------------------------+----------+----------+
| Social security costs | 10,798 | 6,646 |
+--------------------------------------------+----------+----------+
| Share based payments | 15,915 | - |
+--------------------------------------------+----------+----------+
| | 116,713 | 63,521 |
+--------------------------------------------+----------+----------+
5) SHARE BASED PAYMENTS
The Company operates a share option plan, under which certain directors have
been granted options to subscribe for ordinary shares. All options are equity
settled. The options have an exercise price of 40p and the vesting period was
generally 1 or 3 years. If the options remain unexercised after a period of 10
years from the date of grant, the options expire. The Group has no legal or
constructive obligation to repurchase or settle the options in cash. The number
and weighted average exercise prices of share options are as follows:
+-----------------------------------------+---------+----------+
| | Number | Weighted |
| | of | average |
| | share | exercise |
| | options | price |
| | | per |
| | | share |
| | | (pence) |
+-----------------------------------------+---------+----------+
| | 2009 | 2009 |
+-----------------------------------------+---------+----------+
| At 8 February 2008 and 31 December 2008 | - | - |
+-----------------------------------------+---------+----------+
| Granted during the period | 300,000 | 40 |
+-----------------------------------------+---------+----------+
| Outstanding at 31 December 2009 | 300,000 | 40 |
+-----------------------------------------+---------+----------+
There were no share options outstanding at 31 December 2009 which were eligible
to be exercised. To date no share options have been exercised, lapsed or
forfeited. There are no market based vesting conditions attached to any of the
share options outstanding at 31 December 2009.
On 27 January 2010, as part of a re-organisation and AIM listing as set out in
note 18, the entire issued and to be issued share capital was acquired by Oxford
Nutrascience Group plc. The share options have been cancelled and re-issued
under the same terms within Oxford Nutrascience Group plc.
The fair value of services received in return for share options granted is
measured by reference to the fair value of the share options granted. This is
estimated based on the Black Scholes model which is considered most appropriate
considering the effects of the vesting conditions, expected exercise price and
the payment of the dividends by the Company. The following table lists the
inputs to the model used for the year ended 31 December 2009, market conditions
are assumed to be met during the vesting period:
+----------------------------------------------------+----------+
| | Granted |
| | year to |
| | 31 |
| | December |
| | 2009 |
+----------------------------------------------------+----------+
| Dividend yield | - |
+----------------------------------------------------+----------+
| Expected volatility* | 50% |
+----------------------------------------------------+----------+
| Risk free interest rate | 0.5% |
+----------------------------------------------------+----------+
| Expected vesting life of options | 1-3 |
| | years |
+----------------------------------------------------+----------+
| Weighted average exercise price | 40p |
+----------------------------------------------------+----------+
| Weighted average share price at date of grant | 40p |
+----------------------------------------------------+----------+
*expected volatility is based on the rate used by similar start-up technology
companies
A charge has been recognised in the statement of comprehensive income of
GBP15,915 for the year (period to 31 December 2008: GBPnil).
6) FINANCE INCOME
+--------------------------------------------+----------+----------+
| | Year | Period |
| | to 31 | to 31 |
| | December | December |
| | 2009 | 2008 |
+--------------------------------------------+----------+----------+
| | GBP | GBP |
+--------------------------------------------+----------+----------+
| Bank interest receivable | 11,356 | 13,520 |
+--------------------------------------------+----------+----------+
7) TAXATION
+--------------------------------------------+----------+----------+
| | Year | Period |
| | to 31 | to 31 |
| | December | December |
| | 2009 | 2008 |
+--------------------------------------------+----------+----------+
| | GBP | GBP |
+--------------------------------------------+----------+----------+
| Current tax: | | |
+--------------------------------------------+----------+----------+
| UK corporation tax on losses of period | - | - |
| | | |
+--------------------------------------------+----------+----------+
| | | |
+--------------------------------------------+----------+----------+
| Deferred tax: | | |
+--------------------------------------------+----------+----------+
| Origination and reversal of timing | - | - |
| differences | | |
+--------------------------------------------+----------+----------+
| | | |
+--------------------------------------------+----------+----------+
| Tax on loss on ordinary activities | - | - |
+--------------------------------------------+----------+----------+
The charge for the period can be reconciled to the loss before tax per the
Statement of Comprehensive Income as follows:
+--------------------------------------------+-----------+-----------+
| | Year | (restated |
| | to 31 | - note 1) |
| | December | Period to |
| | 2009 | 31 |
| | | December |
| | | 2008 |
+--------------------------------------------+-----------+-----------+
| | GBP | GBP |
+--------------------------------------------+-----------+-----------+
| The tax assessed for the Year varies from | | |
| the small company rate of corporation tax | | |
| as explained below: | | |
+--------------------------------------------+-----------+-----------+
| Loss on ordinary activities before tax | (229,162) | (106,518) |
| | | |
+--------------------------------------------+-----------+-----------+
| Tax at the standard rate of corporation | (48,124) | (22,156) |
| tax 21.0% (2008:20.8%) | | |
+--------------------------------------------+-----------+-----------+
| | | |
+--------------------------------------------+-----------+-----------+
| Effects of: | | |
+--------------------------------------------+-----------+-----------+
| Expenses not deductable for tax purposes | 186 | 80 |
| | | |
+--------------------------------------------+-----------+-----------+
| Online filing tax incentive | (16) | (21) |
+--------------------------------------------+-----------+-----------+
| Unutilised tax losses | 47,954 | 22,316 |
| | | |
+--------------------------------------------+-----------+-----------+
| Change in UK corporation tax rate | - | (219) |
+--------------------------------------------+-----------+-----------+
| Tax charge for the period | - | - |
+--------------------------------------------+-----------+-----------+
The Company has estimated losses of GBP335,682 (2008: loss of GBP106,518)
available for carry forward against future trading profit. The Company has not
recognised a deferred tax asset of GBP70,270 relating to these losses as their
recoverability is uncertain (2008: GBP22,316).
8) PROPERTY, PLANT AND EQUIPMENT
+-------------------------------------------+---------+--------+
| | | Total |
+-------------------------------------------+---------+--------+
| | | GBP |
+-------------------------------------------+---------+--------+
| Cost | | |
+-------------------------------------------+---------+--------+
| At 8 February 2008 and 31 December 2008 | | - |
+-------------------------------------------+---------+--------+
| Additions | | 738 |
+-------------------------------------------+---------+--------+
| At 31 December 2009 | | 738 |
+-------------------------------------------+---------+--------+
| | | |
| Depreciation | | |
+-------------------------------------------+---------+--------+
| At 8 February 2008 and 31 December 2008 | | - |
+-------------------------------------------+---------+--------+
| Charge for the year | | 20 |
+-------------------------------------------+---------+--------+
| At 31 December 2009 | | 20 |
+-------------------------------------------+---------+--------+
| | | |
+-------------------------------------------+---------+--------+
| Net book value | | |
+-------------------------------------------+---------+--------+
| At 31 December 2009 | | 718 |
+-------------------------------------------+---------+--------+
| At 31 December 2008 | | - |
+-------------------------------------------+---------+--------+
| At 8 February 2008 | | - |
+-------------------------------------------+---------+--------+
9) INTANGIBLE ASSETS
+-------------------------------------------+---------+------------+
| | | Patents |
| | | & |
| | | trademarks |
+-------------------------------------------+---------+------------+
| | | GBP |
+-------------------------------------------+---------+------------+
| Cost | | |
+-------------------------------------------+---------+------------+
| At 8 February 2008 | | - |
+-------------------------------------------+---------+------------+
| Additions | | 1,162 |
+-------------------------------------------+---------+------------+
| At 31 December 2008 | | 1,162 |
+-------------------------------------------+---------+------------+
| Additions | | 7,517 |
+-------------------------------------------+---------+------------+
| At 31 December 2009 | | 8,679 |
+-------------------------------------------+---------+------------+
| | | |
| Amortisation | | |
+-------------------------------------------+---------+------------+
| At 8 February 2008 | | - |
+-------------------------------------------+---------+------------+
| Charge for the period | | 116 |
+-------------------------------------------+---------+------------+
| At 31 December 2008 | | 116 |
+-------------------------------------------+---------+------------+
| Charge for the year | | 868 |
+-------------------------------------------+---------+------------+
| At 31 December 2009 | | 984 |
+-------------------------------------------+---------+------------+
| | | |
+-------------------------------------------+---------+------------+
| Net book value | | |
+-------------------------------------------+---------+------------+
| At 31 December 2009 | | 7,695 |
+-------------------------------------------+---------+------------+
| At 31 December 2008 | | 1,046 |
+-------------------------------------------+---------+------------+
| At 8 February 2008 | | - |
+-------------------------------------------+---------+------------+
10) INVENTORIES
+-------------------------------------------+---------+---------+
| | 2009 | 2008 |
+-------------------------------------------+---------+---------+
| | GBP | GBP |
+-------------------------------------------+---------+---------+
| Raw materials and consumables | 38,896 | 19,175 |
+-------------------------------------------+---------+---------+
The inventory expensed to cost of sales in the year is GBP32,044 (period to 31
December 2008: GBP31,582) and there has been no write off of stock in the year.
11) TRADE AND OTHER RECEIVABLES
+-------------------------------------------+---------+---------+
| | 2009 | 2008 |
+-------------------------------------------+---------+---------+
| | GBP | GBP |
+-------------------------------------------+---------+---------+
| Trade receivables | 12,999 | 21,382 |
+-------------------------------------------+---------+---------+
| Other receivables | 154,389 | 5,065 |
+-------------------------------------------+---------+---------+
| Prepayments and accrued income | 2,054 | 13,755 |
+-------------------------------------------+---------+---------+
| | 169,442 | 40,202 |
+-------------------------------------------+---------+---------+
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
No provisions are held against receivables and no amounts past due have been
impaired.
Included in other receivables is an amount of GBP143,590 owed by Oxford
Nutrascience Group plc, see note 18 for further information.
12) RISK MANAGEMENT OF FINANCIAL ASSETS AND LIABILITIES
The Company's activities expose it to a variety of financial risks: market risk
(specifically interest rate risk), credit risk and liquidity risk. The
Company's overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the
Company's financial performance.
The management of these risks is vested in the Board of Directors. The policies
for managing each of these risks are summarise below:
Management of market risk
i) Interest rate risk
As the Company has no significant borrowings the risk is limited to the
potential reduction in interest received on cash surpluses held. Interest rate
risk is managed in accordance with the liquidity requirement of the Company,
with a minimum of 30 per cent. of its cash surpluses held within an instant
access account, which has a variable interest rate attributable to it, to ensure
that sufficient funds are available to cover the working capital requirements of
the Company.
Interest rate sensitivity
The principal impact to the Company is the result of interest-bearing cash and
cash equivalent balances held as set out below:
+----------------+-------+----------+---------+---------+----------+---------+
| | 2009 | 2008 |
+----------------+----------------------------+------------------------------+
| | Fixed | Floating | Total | Fixed | Floating | Total |
| | rate | rate | | rate | rate | |
+----------------+-------+----------+---------+---------+----------+---------+
| | GBP | GBP | GBP | GBP | GBP | GBP |
+----------------+-------+----------+---------+---------+----------+---------+
| Cash and cash | - | 637,725 | 637,725 | 475,000 | 513,967 | 988,967 |
| equivalents | | | | | | |
+----------------+-------+----------+---------+---------+----------+---------+
At 31 December 2009, the impact of a 10 per cent. increase or decrease in
interest rates would have decreased/increased loss for the year by GBP638
(period to 31 December 2008: GBP514) as a result of higher/lower interest
received on floating rate cash deposits.
Management of credit risk
The Company is exposed to credit risk from its operating activities, it
principally arises from account receivables and to a lesser extent from short
term bank deposits. The Company seeks to minimse this risk by only depositing
funds with banks with a minimum rating of 'A', and by entering into formal
contracts with its major customers, as well as using credit checks.
The maximum exposure to credit risk on the Company's financial assets is
represented by their carrying amounts as outlined in the categorisation of
financial instruments table above.
The Company does not consider that any changes in fair value of financial assets
or liabilities in the year are attributable to credit risk.
+---------------------------------------+-----------+----------+
| | 2009 | 2008 |
+---------------------------------------+-----------+----------+
| The Company | GBP000 | GBP000 |
+---------------------------------------+-----------+----------+
| Cash and cash equivalents | | |
+---------------------------------------+-----------+----------+
| AA | 256,399 | 450,100 |
+---------------------------------------+-----------+----------+
| A | 381,326 | 538,867 |
+---------------------------------------+-----------+----------+
| | 637,725 | 988,967 |
+---------------------------------------+-----------+----------+
| Trade receivables | | |
+---------------------------------------+-----------+----------+
| Current | 5,363 | 4,058 |
+---------------------------------------+-----------+----------+
| 1 month - 6 months old | 7,636 | 17,324 |
+---------------------------------------+-----------+----------+
| | 12,999 | 21,382 |
+---------------------------------------+-----------+----------+
Management of liquidity risk
The Company seeks to manage liquidity risk to ensure that sufficient liquidity
is available to meet foreseeable needs and to invest cash assets safely and
profitably. The Company deems there is sufficient liquidity for the foreseeable
future.
The Company had cash and cash equivalents at 31 December 2009 of GBP637,725 (31
December 2008: GBP988,967).
As at 31 December 2009 all financial assets and liabilities mature for payment
within one year.
Capital risk management
The Company manages its capital to ensure that the Company will be able to
continue as a going concern while maximising the return to stakeholders. The
Company's overall strategy remains unchanged from 2008 to minimise costs and
liquidity risk.
The capital structure of the Company consists of equity attributable to equity
holders of the parent, comprising issued capital, as disclosed in note 14 and
reserves and retained earnings as disclosed in the Statement of Changes in
Equity.
The Company 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 with the Board of Directors.
Categorisation of financial instruments
+----------------------+--+-------------+-------------+----------+
| Financial | | | |
| assets/(liabilities) | | | |
+----------------------+----------------+-------------+----------+
| | | Loans and | Financial | Total |
| | | receivables | liabilities | |
| | | | at | |
| | | | amortised | |
| | | | cost | |
+----------------------+--+-------------+-------------+----------+
| | | GBP | GBP | GBP |
+----------------------+--+-------------+-------------+----------+
| At 31 December 2009 | | | | |
+----------------------+--+-------------+-------------+----------+
| Trade and other | | 167,388 | - | 167,388 |
| receivables | | | | |
+----------------------+--+-------------+-------------+----------+
| Cash and cash | | 637,725 | - | 637,725 |
| equivalents | | | | |
+----------------------+--+-------------+-------------+----------+
| Trade and other | | - | (53,206) | (53,206) |
| payables | | | | |
+----------------------+--+-------------+-------------+----------+
| TOTAL | | 805,113 | (53,206) | 751,907 |
+----------------------+--+-------------+-------------+----------+
| | | Loans and | Financial | Total |
| | | receivables | liabilities | |
| | | | at | |
| | | | amortised | |
| | | | cost | |
+----------------------+--+-------------+-------------+----------+
| | | GBP | GBP | GBP |
+----------------------+--+-------------+-------------+----------+
| At 31 December 2008 | | | | |
+----------------------+--+-------------+-------------+----------+
| Trade and other | | 26,447 | - | 26,447 |
| receivables | | | | |
+----------------------+--+-------------+-------------+----------+
| Cash and cash | | 988,967 | - | 988,967 |
| equivalents | | | | |
+----------------------+--+-------------+-------------+----------+
| Trade and other | | - | (39,908) | (39,908) |
| payables | | | | |
+----------------------+--+-------------+-------------+----------+
| TOTAL | | 1,015,414 | (39,908) | 975,506 |
+----------------------+--+-------------+-------------+----------+
The Company had no financial instruments measured at fair value through profit
and loss.
13) TRADE AND OTHER PAYABLES
+---------------------------------------------+--------+--------+
| | 2009 | 2008 |
+---------------------------------------------+--------+--------+
| | GBP | GBP |
+---------------------------------------------+--------+--------+
| Trade payables | 48,297 | 36,977 |
+---------------------------------------------+--------+--------+
| Other payables | 1,462 | 473 |
+---------------------------------------------+--------+--------+
| Taxes and social security | 3,447 | 2,458 |
+---------------------------------------------+--------+--------+
| Accruals | 5,735 | 700 |
+---------------------------------------------+--------+--------+
| | 58,941 | 40,608 |
+---------------------------------------------+--------+--------+
The Directors consider that the carrying amount of trade and other payables
approximates to their fair value.
14) SHARE CAPITAL
+-----------------------+------------+---------------+----------+----------+---------+
| | Ordinary | Ordinary | Ordinary | Ordinary | Total |
| | shares | A shares | shares | A shares | |
| | of | of 0.01p | of 1p | of 0.01p | |
| | 1p each | each | each | each | |
+-----------------------+------------+---------------+----------+----------+---------+
| | Number | Number | GBP | GBP | GBP |
+-----------------------+------------+---------------+----------+----------+---------+
| Authorised: | | | | | |
+-----------------------+------------+---------------+----------+----------+---------+
| At 8 February 2008 | - | - | - | - | - |
+-----------------------+------------+---------------+----------+----------+---------+
| Authorised ordinary | 49,970,000 | - | 499,700 | - | 499,700 |
| shares | | | | | |
+-----------------------+------------+---------------+----------+----------+---------+
| Authorised ordinary A | - | 3,000,000 | - | 300 | 300 |
| shares | | | | | |
+-----------------------+------------+---------------+----------+----------+---------+
| At 31 December 2008 | 49,970,000 | 3,000,000 | 499,700 | 300 | 500,000 |
| and 31 December 2009 | | | | | |
+-----------------------+------------+---------------+----------+----------+---------+
| Share conversion | 30,000 | (3,000,000) | 300 | (300) | - |
+-----------------------+------------+---------------+----------+----------+---------+
| At 31 December 2009 | 50,000,000 | - | 500,000 | - | 500,000 |
+-----------------------+------------+---------------+----------+----------+---------+
| Allotted, issued and | | | | | |
| fully paid shares: | | | | | |
+-----------------------+------------+---------------+----------+----------+---------+
| At 8 February 2008 | - | - | - | - | - |
+-----------------------+------------+---------------+----------+----------+---------+
| Proceeds from issue | 13,046,666 | - | 130,467 | - | 130,467 |
| of ordinary shares | | | | | |
+-----------------------+------------+---------------+----------+----------+---------+
| Proceeds from issue | - | 3,000,000 | - | 300 | 300 |
| of ordinary A shares | | | | | |
+-----------------------+------------+---------------+----------+----------+---------+
| At 31 December 2008 | 13,406,666 | 3,000,000 | 130,467 | 300 | 130,767 |
+-----------------------+------------+---------------+----------+----------+---------+
| Share issue | - | 297,000,000 | - | 29,700 | 29,700 |
+-----------------------+------------+---------------+----------+----------+---------+
| Share conversion | 3,000,000 | (300,000,000) | 30,000 | (30,000) | - |
+-----------------------+------------+---------------+----------+----------+---------+
| | 16,406,666 | - | 160,467 | - | 160,467 |
+-----------------------+------------+---------------+----------+----------+---------+
On 26 October 2009 297,000,000 ordinary A shares of 0.01p each were issued to
the holders of the ordinary A shares on the basis of 99 new ordinary A shares
for every 1 ordinary A share held. GBP29,700 from the share premium reserve
was capitalised to pay for the issue, see note 15.
On 27 October 2009 a resolution was passed to consolidate and convert all
ordinary A shares to ordinary shares on the basis of 1 ordinary share for every
100 ordinary A shares held.
15) SHARE PREMIUM
+--------------------------------------------------+----------+
| | Share |
| | Premium |
+--------------------------------------------------+----------+
| | GBP |
+--------------------------------------------------+----------+
| At 8 February 2008 | - |
+--------------------------------------------------+----------+
| Premium on issue of shares | 984,533 |
+--------------------------------------------------+----------+
| At 31 December 2008 | 984,533 |
+--------------------------------------------------+----------+
| Capitalisation on issue of new ordinary A shares | (29,700) |
+--------------------------------------------------+----------+
| At 31 December 2009 | 954,833 |
+--------------------------------------------------+----------+
16) COMMITMENTS
Operating lease commitments
The Group leases premises under non-cancellable operating lease agreements. The
future aggregate minimum lease and service charge payments under non-cancellable
operating leases are as follows:
+--------------------------------------------+----------+----------+
| | 31 | 31 |
| | December | December |
| | 2009 | 2008 |
+--------------------------------------------+----------+----------+
| | GBP | GBP |
+--------------------------------------------+----------+----------+
| Land and buildings: | | |
+--------------------------------------------+----------+----------+
| Expiring in less than one year | 680 | 2480 |
+--------------------------------------------+----------+----------+
| Expiring in one to five years | - | 600 |
+--------------------------------------------+----------+----------+
| | 680 | 3,080 |
+--------------------------------------------+----------+----------+
17) RELATED PARTY TRANSACTIONS
Transactions with Key Management Personnel
The Company's key management personnel comprise only the Directors of the
Company.
During the year the Company entered into the following transactions in which the
Directors had an interest:
Directors' remuneration:
Remuneration received by the Directors from the Company is set out below:
+----------------------------+----------+--------------+---------+--------+
| | 2009 | 2008 |
+----------------------------+-----------------------------------+--------+
| Short-term employment | Salaries | Employer's | Total | Total |
| benefits | & fees | national | | |
| | | insurance | | |
| | | contribution | | |
+----------------------------+----------+--------------+---------+--------+
| | GBP000 | GBP000 | GBP000 | GBP000 |
+----------------------------+----------+--------------+---------+--------+
| Nigel Theobald | 105,915 | 10,798 | 116,713 | 63,521 |
+----------------------------+----------+--------------+---------+--------+
| Marcelo Bravo | - | - | - | - |
+----------------------------+----------+--------------+---------+--------+
| Michael Bretherton | - | - | - | - |
+----------------------------+----------+--------------+---------+--------+
| David Norwood* | - | - | - | - |
+----------------------------+----------+--------------+---------+--------+
*David Norwood resigned on 31 December 2008
18) EVENTS AFTER THE BALANCE SHEET DATE
On 27 January 2010, Oxford Nutrascience Group PLC acquired 100 per cent of the
issued share capital of the Company by issue of 401,164,650 new ordinary shares
at 1.6 pence per share, which valued the Company at GBP6,418,666. This
transaction was completed as part of a re-organisation to admit the Group to
trading on AIM and to raise gross proceeds of GBP1,100,000 under a placing of
new shares at 1.75 pence per share. The placing and admission to AIM was
completed on 12 February 2010.
19) CASH AND CASH EQUIVALENTS
Cash and cash equivalent consist of cash in hand and balances with banks, and
cash held on short term deposit. Cash and cash equivalents included in the
statement of cash flows comprise the following amounts in the statement of
financial position:
+--------------------------------------+-----------+-----------+
| | 31 | 31 |
| | December | December |
| | 2009 | 2008 |
+--------------------------------------+-----------+-----------+
| | GBP | GBP |
+--------------------------------------+-----------+-----------+
| Cash in hand and balances with bank | 637,725 | 513,967 |
+--------------------------------------+-----------+-----------+
| Cash held on short-term deposits | - | 475,000 |
+--------------------------------------+-----------+-----------+
| At 31 December 2008 | 637,725 | 988,967 |
+--------------------------------------+-----------+-----------+
20) ULTIMATE CONTROLLING PARTY
At 31 December 2009 the Directors' do not believe that there was an ultimate
controlling party.
On 27 January 2010 Oxford Nutrascience Group plc acquired the entire issued
share capital of the Company and is now regarded by the Directors as the
Company's parent and ultimate controlling party.
21) RECONCILIATION FROM UK GAAP TO IFRS
There were no reconciling items between the UK GAAP profit and loss account and
the IFRS statement of comprehensive income for the Company in the period to 31
December 2008.
There were no reconciling items between the balance sheet and the IFRS Statement
of Financial Position for the Company at 31 December 2008.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FMGGKZDNGGZM
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