REG - Microgen PLC - Interim Results <Origin Href="QuoteRef">MCGN.L</Origin> - Part 2
16/07/2015 15:36
- Part 2: For the preceding part double click ID:nRSP1827Ta
At 30 June 14,750 17,750
The borrowings are repayable as follows:
Within one year 3,000 3,000
In the second year 3,000 3,000
In the third to fifth year inclusive 8,750 11,750
14,750 17,750
Less: Amount due for settlement with 12 months (shown under current liabilities) (3,000) (3,000)
Amount due for settlement after 12 months 11,750 14,750
12. Provisions for other liabilities and charges
Unauditedsix monthsended30 Jun 2015 Unauditedsix monthsended30 Jun 2014
£000 £000
At 1 January 276 302
Utilised (2) -
Deferred consideration for the acquisition of Finalysys Ltd 182 -
Foreign exchange (7) (4)
At 30 June 449 298
Provisions have been analysed between current and non-current as follows:
Unauditedsix monthsended30 Jun 2015 Unauditedsix monthsended30 Jun 2014
£000 £000
Current 12 32
Non-current 437 266
At 30 June 449 298
13. Share capital
Unaudited six monthsended 30 Jun 2015 Unaudited six monthsended 30 Jun 2014
Ordinary shares at 6 3/7 pence each (2014: 5 pence each) Number of shares (thousands) Ordinary shares£000 Number of shares (thousands) Ordinary shares£000
Opening balance as at 1 January 74,611 3,730 74,499 3,724
Share reorganisation (16,581) - - -
Proceeds from shares issued - employee share schemes - - 61 3
Closing balance as at 30 June (unaudited) 58,030 3,730 74,560 3,727
Employee share option scheme: no options exercised during the six month period
ended 30 June 2015 (30 June 2014: 60,917 shares were issued, with exercise
proceeds of £6,000. The related weighted average share price at the time of
exercise was £1.20 per share.)
13. Share capital (continued)
Unaudited six monthsended 30 Jun 2015 Unaudited six monthsended 30 Jun 2014
B shares at 27 pence each Number of shares (thousands) Ordinary shares£000 Number of shares (thousands) Ordinary shares£000
Opening balance as at 1 January - - - -
Issue of B shares 40,053 10,814 - -
Redemption of B shares (40,053) (10,814) - -
Closing balance as at 30 June (unaudited) - - - -
On 19 March 2015, 40,052,751 B shares were issued at 27 pence each, resulting
in a total of £10,814,000 being credited to the B share account. On 1 April
2015, 40,052,751 shares were redeemed at 27 pence each and an amount of
£10,814,000 was deducted from the 'B' share capital account.
Unaudited six monthsended 30 Jun 2015 Unaudited six monthsended 30 Jun 2014
C shares at 0.000001 pence each Number of shares (thousands) Ordinary shares£000 Number of shares (thousands) Ordinary shares£000
Opening balance as at 1 January - - - -
Issue of C shares 34,558 - - -
Cancellation of C shares (34,558) - - -
Closing balance as at 30 June (unaudited) - - - -
On 19 March 2015, 34,557,918 C shares were issued at 0.000001 pence each,
resulting in a total of £34 being credited to the C share account. On 19 March
2015, a dividend of 27 pence per C share was declared and was payable on 1
April 2015. The C shares were subsequently reclassified as Deferred Shares and
repurchased by the Company for an aggregate consideration of £34 and then
subsequently cancelled and an amount of £34 was deducted from the 'C' share
capital account.
Return of Value to Shareholders
During the year ended 31 December 2015, the Group announced a Return of Value
to shareholders of 27 pence per ordinary share amounting to £20.1 million in
cash, by way of a 'B' and 'C' share scheme, which gave shareholders a choice
between receiving cash in the form of income or capital. The Return of Value
was approved by shareholders on 18 March 2015. The Return of Value was
accompanied by a 7 for 9 share consolidation to maintain broad comparability
of the share price and return per share of the ordinary shares before and
after the creation of the B and C shares.
Unaudited six monthsended 30 Jun 2015 Unaudited six monthsended 30 Jun 2014
Share premium £000 £000
Opening balance as at 1 January 12,049 12,037
Redemption of B shares (8,035) -
Movement in relation to share options exercised - 3
Closing balance as at 30 June (unaudited) 4,014 12,040
14. Related party transactions
During the period the Group entered into transactions with Science Group plc.
Microgen's Chairman, Martyn Ratcliffe, is chairman of, and equity holder in
Science Group plc. An employee of Sagentia Limited (a subsidiary of Science
Group plc) provided administrative services to Microgen plc during the period
and a cost of £10,800 (2014: six months to June £3,000; full year: £15,000)
was charged to Microgen plc.
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation. There were no other related
party transactions during the six month period ended 30 June 2015 (30 June
2014: £nil), as defined by International Accounting Standard No 24 'Related
Party Disclosures', except for key management compensation.
The related party transactions for the year ended 31 December 2014 as defined
by International Accounting Standard No 24 'Related Party Disclosures' are
disclosed in note 29 of the Microgen plc Annual Report for the year ended 31
December 2014.
15. Statement of directors' responsibilities
The directors confirm that these condensed interim financial statements have
been prepared in accordance with International Accounting Standard 34,
'Interim Financial Reporting', as adopted by the European Union and that the
interim management report includes a fair review of the information required
by DTR 4.2.7 and DTR 4.2.8, namely:
- an indication of important events that have occurred during
the first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
- material related-party transactions in the first six months
and any material changes in the related-party transactions described in the
last annual report.
The directors of Microgen plc are listed in the Microgen plc Annual Report for
31 December 2014. A list of current directors is maintained on the Microgen
plc website: www.microgen.com
Copies of this statement are being posted to shareholders and will also be
available on the investor relations page of our website (www.microgen.com).
Further copies are available from the Company Secretary at Old Change House,
128 Queen Victoria Street, London, England, EC4V 4BJ.
By order of the Board
P Wood
15 July 2015
Group Finance Director
Independent review report to Microgen plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed the condensed consolidated interim financial statements,
defined below, in the interim report of Microgen plc for the six months ended
30 June 2015. Based on our review, nothing has come to our attention that
causes us to believe that the condensed consolidated interim financial
statements are not prepared, in all material respects, in accordance with
International Accounting Standard 34 as adopted by the European Union and the
Disclosure and Transparency Rules of the United Kingdom's Financial Conduct
Authority.
This conclusion is to be read in the context of what we say in the remainder
of this report.
What we have reviewed
The condensed consolidated interim financial statements, which are prepared by
Microgen plc, comprise:
· the condensed consolidated interim balance sheet as at 30 June 2015;
· the condensed consolidated interim income statement and interim statement
of comprehensive income for the period then ended;
· the condensed consolidated interim statements of cash flow for the period
then ended;
· the condensed consolidated interim statement of changes in equity for the
period then ended; and
· the explanatory notes to the condensed consolidated interim financial
statements.
As disclosed in note 2, the financial reporting framework that has been
applied in the preparation of the full annual financial statements of the
group is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
The condensed consolidated interim financial statements included in the
interim report have been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the European Union
and the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
What a review of condensed consolidated interim financial statements involves
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information
Performed by the Independent Auditor of the Entity' issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK and Ireland) and, consequently,
does not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
We have read the other information contained in the interim report and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed consolidated interim
financial statements.
Responsibilities for the condensed consolidated interim financial statements
and the review
Our responsibilities and those of the directors
The interim report, including the condensed consolidated interim financial
statements, is the responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the interim report in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
Our responsibility is to express to the company a conclusion on the condensed
consolidated interim financial statements in the interim report based on our
review. This report, including the conclusion, has been prepared for and only
for the company for the purpose of complying with the Disclosure and
Transparency Rules of the Financial Conduct Authority and for no other
purpose. We do not, in giving this conclusion, accept or assume responsibility
for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent
in writing.
The maintenance and integrity of the Microgen plc website is the
responsibility of the directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
PricewaterhouseCoopers LLP
Chartered Accountants
15 July 2015
Uxbridge
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