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RNS Number : 0227D Niox Group PLC 01 April 2025
Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.
NIOX GROUP PLC
("NIOX" or the "Company" and, together with its subsidiaries, the "Group")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
Oxford, UK - 1 April 2025: NIOX Group plc (AIM: NIOX), a medical device
company focused on point of care asthma diagnosis, monitoring and management,
today announces its results for the year ended 31 December 2024.
Financial highlights
· Revenue growth of 14% to £41.8 million (2023: £36.8 million)
and 16% on a constant currency basis.
· Clinical revenue(1) growth of 11% (14% on a constant currency
basis) to £36.1 million (2023: £32.6 million).
· Group adjusted EBITDA(2) of £13.8 million, ahead of consensus
estimates (2023: £11.4 million) and 21% growth on 2023.
· A dividend of 1 pence per share (equating to a cash return of
£4.2 million) was paid to shareholders in June 2024.
· A tender offer was completed in October 2024, returning a further
£21.0 million to shareholders.
· Net cash of £10.9 million (31 December 2023: £19.9 million)
after the above cash returns.
· The Board recommends the payment of a final dividend of 1.25
pence per share in respect of the year ended 31 December 2024.
· Revised capital allocation policy to increase cash returns to
shareholders.
On 20 March 2025, NIOX announced that following media speculation, the Company
had received a proposal from Keensight Capital ("Keensight") regarding a
possible cash offer to acquire the entire issued and to be issued share
capital of NIOX at an offer price of 81 pence per share (the "Proposal"),
(inclusive of any future dividend that may be paid after the date of the
Proposal). The Proposal is subject to the satisfaction or waiver by Keensight
of a number of pre-conditions, including the completion of satisfactory due
diligence.
Discussions with Keensight remain at a preliminary stage and, as such, there
can be no certainty that any firm offer will be made for the Company by
Keensight, nor as to the terms of any such offer, should one be made.
Financial progress
2024 2023
£m £m
Revenue 41.8 36.8
Gross margin 72% 72%
Total expenditure(3) (16.4) (15.1)
Adjusted EBITDA(2) 13.8 11.4
Adjusted EBITDA margin 33% 31%
Operating profit 7.7 4.6
Profit before tax 7.8 4.1
Profit for the year from discontinued operations 0.3 1.2
Profit for the financial year 3.7 10.7
Cash at year end 10.9 19.9
(1) Clinical revenue represents sales to physicians and hospitals for use in
clinical practice.
(2) Earnings before interest, tax, depreciation, amortisation and share-based
payment expenses.
(3) Excludes depreciation, amortisation and share-based payment expenses.
Operational highlights
· Total number of NIOX® FeNO tests sold in the year increased by
19% to 6.3 million (2023: 5.3 million).
· Development of NIOX PRO(®), the next-generation device for
medical professionals, remains on track with the first launch planned for Q4
2025.
· Letter of Intent signed with NIOX sensor manufacturer to invest
in equipment to increase the manufacturing capacity of the exclusive NIOX
VERO® sensor to meet long term demand and to fund the development of an
all-new sensor for the NIOX home-use device.
· Continued to build the distributor network in the USA and expand
FeNO insurance coverage.
· Kicked off development of the NIOX MyNO® specifically for
home-use, with development and manufacturing partners.
· Final milestone payment of $4.5 million received from Beyond Air
in September 2024, with up to $6.0 million in potential royalty payments
thereafter.
Ian Johnson, NIOX's Executive Chairman, said: "2024 was another good year for
the Group. Revenue increased 14% to £41.8 million, and adjusted EBITDA
increased 21% to £13.8 million. Cash generated from continuing operations,
excluding the consideration received from Beyond Air, was £14.5 million
(2023: £10.9 million), representing more than 100% of adjusted EBITDA (2023:
96%). All three of our geographic regions grew revenues, with APAC leading the
way.
Our new NIOX PRO® device, which has been under development for the past two
years, remains on track for first launch markets in the final quarter of 2025.
The NIOX PRO® will be the Group's first new product for 12 years and offers
improved ease of use and superior connectivity compared with the NIOX VERO®
while utilising the same technology and being fully backwards compatible with
the NIOX VERO® sensors and accessories.
We have signed a Letter of Intent with the manufacturer of our NIOX® sensor
to invest in equipment required to increase the manufacturing capacity of the
exclusive NIOX VERO® sensor at their new expanded facility to meet long term
demand and to fund the development of an all-new sensor for the NIOX MyNO®
home-use device.
The Board has decided to adopt a policy with regard to the return of cash to
shareholders, given that for some time the Group has generated cash in excess
of its investment needs. The first opportunity to utilise this policy is
likely to be towards the end of the current financial year. Going forward, the
Group will, on a rolling basis, return 80% of free cash flow(1) to
shareholders in the medium term, through ordinary dividend payments and
additional cash returns.
Finally, I would like to congratulate Jonathan Emms and Sarah Duncan on their
promotions. They are well deserved and provide stability and continuity. I
wish them both every success. I would also like to wish Michael Roller all the
best on his retirement and thank him for all he has done for NIOX over the
past 5 years."
(1) Free cash flow is the cash generated by the Company after accounting for
capital expenditures and investments needed to support the growth of
operations. It represents the cash available for distribution to investors.
Contacts
NIOX Tel: +44 (0) 3303 309 356
Ian Johnson, Executive Chairman
Jonathan Emms, Chief Executive Officer
Michael Roller, Chief Financial Officer
Singer Capital Markets (Nominated Adviser and Joint Broker) Tel: +44 (0) 20 7496 3000
Jen Boorer / James Fischer / James Todd
Investec Bank plc (Financial Adviser and Joint Broker) Tel: +44 (0) 20 7597 5970
Ben Lawrence / Lydia Zychowska
The annual report and audited consolidated financial statements will be
available on the Company's website later today. Please visit:
www.investors.niox.com/investors/financial-reports/
About NIOX
Our mission is to improve asthma diagnosis, monitoring and management by
greater patient access to FeNO testing. Asthma is one of the biggest
healthcare issues globally with 340 million sufferers, many of whom are
undiagnosed or are misdiagnosed. NIOX is engaged in the design, development,
and commercialisation of medical devices for the measurement of FeNO, a
precise biomarker for asthma. Our market leading device, NIOX VERO®, is
increasingly recognised by healthcare professionals as an important tool to
improve the diagnosis, monitoring and management of asthma. NIOX VERO® is
also the device of choice by leading clinical research organisations for
respiratory studies.
An introductory presentation about the NIOX Group is available at:
www.investors.niox.com/resource/category/presentations/
NIOX provides products and services via its direct sales organisation and
extensive distributor network in more than 50 countries. For more information,
please visit www.niox.com (http://www.niox.com)
Forward-looking statements
This press release contains certain projections and other forward-looking
statements with respect to the financial condition, results of operations,
businesses, and prospects of NIOX. The use of terms such as "may", "will",
"should", "expect", "anticipate", "project", "estimate", "intend", "continue",
"target" or "believe" and similar expressions (or the negatives thereof) are
generally intended to identify forward-looking statements. These statements
are based on current expectations and involve risk and uncertainty because
they relate to events and depend upon circumstances that may or may not occur
in the future. There are a number of factors that could cause actual results
or developments to differ materially from those expressed or implied by these
forward-looking statements. Any of the assumptions underlying these
forward-looking statements could prove inaccurate or incorrect and therefore
any results contemplated in the forward-looking statements may not actually be
achieved. Nothing contained in this press release should be construed as a
profit forecast or profit estimate. Investors or other recipients are
cautioned not to place undue reliance on any forward-looking statements
contained herein. NIOX undertakes no obligation to update or revise (publicly
or otherwise) any forward-looking statement, whether as a result of new
information, future events or other circumstances.
CHIEF EXECUTIVE'S REVIEW
A year of continued growth in all geographies
NIOX is the market leader in point of care FeNO testing for the diagnosis,
monitoring and management of asthma. The NIOX VERO® device is approved and
reimbursed in most major markets. FeNO testing rates continued to increase in
the majority of markets, and the total number of tests sold in the year
increased by 19% to 6.3 million (2023: 5.3 million).
We are pleased that 2024 saw continued growth in revenue and adjusted EBITDA.
Revenues for the year were up 14% to £41.8 million (2023: £36.8 million) and
up 16% on a constant currency basis. EBITDA margin increased from 31% in 2023
to 33%.
NIOX experienced strong demand in the Clinical business (sales to physicians
and hospitals for use in clinical practice), which grew by 11% versus 2023
(14% on a constant currency basis).
APAC clinical sales grew by 20% versus 2023 on a constant currency basis.
Japan, the strongest Asia Pacific market, is also our largest market and ended
the year with sales 22% higher than 2023 in constant currency terms. Testing
rates continued to increase this year and our distributor continues to expand
the installed base of devices, notably in Primary Care clinics.
EMEA clinical sales grew 11% versus 2023 on a constant currency basis. After a
slower growth rate in the first half of the year, UK sales growth was 19% in
the second half, and the UK business has made a strong start to 2025.
The Americas region grew by 6% on a constant currency basis (compared with 12%
growth in the previous year). It is still early days for the new US commercial
organisation following significant changes to the distributor network in 2023.
Throughout 2024, management have continued to make performance-based
adjustments to accelerate performance and ensure that NIOX reaches its full
potential in the USA. In 2024 significant progress was made in improving FeNO
insurance coverage, which now stands at 90% (~84% in 2023).
Research sales(1) for the year grew by 36% at actual rates and on a constant
currency basis. The size of the clinical studies market is driven by the
number of trials being conducted at any given time. This means that year to
year comparisons can fluctuate depending upon the timing and number of
clinical trials involving FeNO testing in a given year. In 2024, there was a
much higher volume of clinical trials involving FeNO testing, several of which
involved the use of FeNO testing in cohorts of COPD patients.
The Group's strategy of focusing on accelerating the growth of FeNO testing in
Primary Care, where most asthmatics are treated, remains unchanged.
Third-party distributor arrangements are a key enabler of this strategy and
have the benefit of not adding fixed costs to the business.
Asthma is one of the biggest healthcare challenges in the world; there are
over 340 million asthma sufferers worldwide and this is forecast to grow
exponentially as countries become more urbanised. Asthma causes the loss of
1,000 lives every day, and many more suffer asthma attacks that result in
emergency call-outs and hospital admissions. There is evidence that FeNO
testing may have a role in diagnosing, monitoring and managing COPD patients
with Type 2 inflammation (FeNO is a precise biomarker for Type 2
inflammation). This is an emerging opportunity for NIOX and the Company has
adjusted its key messages and promotional content accordingly.
There is still a long way to go with raising the awareness and usage of FeNO
testing in professional healthcare settings so that FeNO testing is routine
practice. Therefore, the Company's commercial efforts will remain focussed on
engaging with respiratory professionals in new and underserved customer
segments, such as primary care settings and pharmacies to increase the
awareness and usage of FeNO testing and selling NIOX®.
As and when FeNO testing becomes a routine practice in professional settings,
the Company believes that there will be a shift in the management and
monitoring of asthma to home settings (as has happened with other conditions
such as diabetes and hypertension). In anticipation of this trend and to be
well placed to capitalise on the home-use FeNO market, the Company, with our
development partners, has commenced the development program for the NIOX
MyNO®, specifically for home-use.
Group expenditure (excluding depreciation, amortisation and share-based
payment expenses) increased slightly to £16.4 million (2023: £15.1 million).
The group headcount at the end of the year was 91 (2023: 92).
Management expects operating costs to increase broadly in line with inflation
in 2025. Headcount is also expected to increase slightly during the year.
(1) Research sales are generated from contract research organisations (CROs)
conducting clinical studies on behalf of pharmaceutical companies
Discontinued operations
The transfer of the COPD products back to AstraZeneca was completed on 31
March 2021. NIOX retains legal liability for rebates payable to third parties
(primarily Medicaid) for products sold during the period it operated the COPD
business. NIOX's liability for returns was extinguished on 30 April 2024.
This business generated an operating profit of £0.3 million in the period
(2023: £1.2 million). This profit arose because the rebate accrual was
revised downwards, given that a trivial number of claims were received during
the year. The financial statements have been prepared based on management's
assumption that the claims received in future years will be immaterial.
The cash outflow during the year for rebates and returns totalled £0.8
million, substantially all of which was paid in the first half of 2024 (2023:
£2.0 million). The total amount recognised on the balance sheet relating to
discontinued operations as at 31 December 2024 was £0.1 million (2023: £1.2
million).
Beyond Air
The Group received the final tranche of the total $10.5 million consideration
due from Beyond Air, Inc. ("Beyond Air") during the year.
With effect from Q4 2024, the Group is entitled to a royalty of 5% of the net
sales of Beyond Air's LungFit® device in the USA, capped at a maximum of
$6.0 million. Beyond Air reported net sales of $1,061,924 in that quarter,
equating to £42,000 of royalty income, which has been included in other
income.
No future royalties have been recognised on account of uncertainties around
quantum and timing.
Investments
The development of the new NIOX PRO® device is on track with first launch
markets planned for Q4 2025. This device will offer improved ergonomics, a
larger screen, updated software, new mouthpiece, new external design and
improved connectivity. It will also be fully compatible with existing test
kits and accessories.
Development costs totalling £0.9 million have been capitalised in the year
(2023: £0.2 million) in accordance with the requirements of accounting
standards. The aggregate development costs of the NIOX PRO®, including
tooling, are expected to total £2.2 million with £1.1 million already
incurred.
The Company signed a Letter of Intent with the NIOX® sensor manufacturer to
invest in equipment to increase the manufacturing capacity of the exclusive
NIOX VERO® sensor in order to meet long term demand. The Group will
purchase certain capital equipment used in the manufacture of its sensors. In
2025, we do not expect capital expenditure on this equipment in excess of
£1.0 million. This equipment will be operated by our manufacturer at its new
and expanded facility. The letter of intent also includes a commitment by NIOX
to fund the development of an all-new sensor for the NIOX® home-use device.
In 2025, we expect to incur approximately £0.5 million on preliminary
research and development work associated with a home-use device. This will be
expensed in the income statement as it does not meet the capitalisation
criteria under IFRS.
Board changes
A number of board changes were announced in January 2025. Ian Johnson,
currently Executive Chairman, will move to Non-Executive Chairman with effect
from the AGM, which is expected to be held on 14 May 2025.
Jonathan Emms was appointed Chief Executive Officer with effect from 16
January 2025.
Michael Roller, currently Chief Financial Officer, has indicated to the Board
that he intends to retire with effect from the AGM, which is expected to be
held on 14 May 2025. Michael will remain available to the Group as a
consultant as and when required.
Sarah Duncan, currently Group Financial Controller and Company Secretary, will
succeed Michael as Chief Financial Officer when he retires. Sarah qualified as
a Chartered Accountant with PwC and worked at Unipart for two years before
joining NIOX in 2018 and becoming Company Secretary in November 2020. She was
promoted to her current role as Group Financial Controller in April 2024.
Summary and outlook
Since 2020, the management team has built the NIOX business into a highly
robust, cash-generative, scalable business. Our core market remains
underserved and offers significant potential for ongoing organic growth. Our
technology is the best in its field, and our new updated product, the NIOX
PRO®, is on track to be launched at the end of this year. In the last two
years, we have returned over £30 million in cash to shareholders, and we
propose to continue to return at least 80% of our free cash flow to
shareholders over the medium term.
The 2025 financial year has started well, and we look forward to the future
with confidence.
OPERATING REVIEW
Key strategic drivers of the Group
The opportunity
Asthma affects over 340 million people worldwide and this is predicted to grow
exponentially as countries become more urbanised. There are an estimated 1,000
deaths globally due to asthma every day. In 50% of cases, asthma is either not
diagnosed or is misdiagnosed, which leads to a delay in asthma patients
receiving the care that they need. Following a diagnosis of asthma, it is
important to be able to regularly monitor the condition to confirm the
effectiveness of treatment and adherence by the patient.
In 2024 NIOX, the clear market leader in FeNO testing worldwide, sold
approximately six million tests.
As is discussed further below, the role of FeNO testing in Chronic Obstructive
Pulmonary Disease ("COPD") is emerging; while this is very much a medium-term
opportunity for the Group, it is potentially a highly significant one.
FeNO
Asthma is a condition characterised by inflammation of the airways and lungs.
Nitric oxide is produced by Type 2 inflammatory cells and can be precisely
measured in exhaled breath, known as FeNO (Fractional Exhaled Nitric Oxide).
Measuring FeNO helps medical professionals understand the level of
inflammation in the lungs of an asthmatic and is a precise biomarker of Type 2
inflammation. FeNO measurements can improve the chances of a correct diagnosis
by up to seven times.
There is evidence that FeNO testing may have a role in diagnosing, monitoring
and managing COPD patients with Type 2 inflammation. This is an emerging
opportunity for NIOX and the Company has adjusted its key messages and
promotional content accordingly. Furthermore, in recent years there have been
a number of clinical trials investigating the effectiveness of
anti-inflammatory therapies where FeNO has been one of the study endpoints.
The American Thoracic Society (ATS) recommended that FeNO testing should be
part of the ongoing care of asthmatics as well as being used as a tool for
diagnosing asthma. This is the latest example from an increasing body of
highly credible, influential evidence based medical guidelines around the
world that have recommended the use of FeNO testing as a routine part of
diagnosing and managing asthma. The guidelines are based on a substantial body
of published clinical trials that demonstrate the benefits of FeNO testing.
Measuring FeNO as part of ongoing asthma management has been shown to decrease
asthma exacerbations by 50%.
In the UK, the National Institute of Clinical Excellence ("NICE") published
updated asthma diagnosis, monitoring and treatment guidelines in December
2024, pointing to FeNO testing as the primary diagnostic tool for children
suspected of having asthma and the joint primary diagnostic tool for adults.
Further impetus is coming from a new class of biologic anti-inflammatory
medicines for the treatment of Type 2 inflammatory asthma. Biologic medicines
are targeted at asthmatics with increased inflammation and therefore elevated
FeNO. The cost of these new medicines is significant. This means that some
pharmaceutical companies are investing resources to raise the awareness and
usage of FeNO testing in order to identify the patients that are most likely
to respond to treatment as they seek to establish this new class of drugs as
an effective line of therapy.
Our products
The NIOX VERO® is the market leading device for measuring FeNO. This is a
non-invasive, point-of-care system which accurately measures the patient's
FeNO level. It is quick, easy to use and reliable. The system comprises a
small portable device and a range of consumables including sensors, individual
disposable mouthpieces and breathing handles. The quality and innovation of
NIOX VERO® has been recognised with several awards over recent years,
including 2023 Best Asthma Diagnosis and Management Company and the 2024 Best
Global Leaders in FeNO Testing award.
NIOX® is registered and reimbursed in all major markets and available in more
than 50 countries via NIOX's international network of distribution partners.
Our business
NIOX VERO® is the market leading device for FeNO testing with more than 58
million FeNO tests sold to date.
NIOX® revenues in 2024 for clinical diagnosis, monitoring and management of
asthma were £36.1 million (2023: £32.6 million). Approximately 90% of these
revenues are from recurring sales of consumables used for routine testing.
Revenues from CROs in 2024 were £5.7 million (2023: £4.2 million). A lower
proportion of these revenues are from consumable sales, as clinical trial
sales are for a defined time period and are typically on a one-time sale
basis.
Principal challenges
Today, the awareness and usage of FeNO testing and NIOX® amongst respiratory
specialists is relatively high. Most asthmatics are under the care of primary
care doctors, and the awareness and usage of FeNO are significantly lower than
in the specialist community. This means that there is huge untapped potential
in the FeNO testing market. The primary challenge the NIOX® business faces is
to increase the awareness and usage of FeNO testing, specifically in the
Primary Care customer group.
The Company continues to engage with respiratory professionals to promote the
use of FeNO tests in new and underserved customer segments, such as primary
care settings and pharmacies, which provides a significant opportunity for the
Group.
Conclusion
The Company's mission is to improve asthma diagnosis, monitoring and
management by providing patients with greater access to FeNO testing. The
Group has a robust strategy in place to expand the business and generate
profitable growth from this large, underserved market and has the financial
resources to achieve its objectives.
FINANCIAL REVIEW
NIOX has experienced another year of continued strong growth, with both
revenues and adjusted EBITDA showing impressive performance, driven mainly by
higher FeNO testing levels in our core clinical business.
2024 2023
£m £m
Revenue 41.8 36.8
Cost of sales (11.6) (10.3)
Gross profit 30.2 26.5
Gross margin 72% 72%
Research and development costs (2.5) (2.3)
Sales and marketing costs (11.2) (11.2)
Administrative expenses (8.8) (8.4)
Adjusted EBITDA(1) 13.8 11.4
Operating profit 7.7 4.6
Other losses (0.6) (1.3)
Other income - 0.2
Net finance income 0.7 0.6
Profit before tax 7.8 4.1
Taxation (4.4) 5.4
Profit for the financial year from continuing operations 3.4 9.5
Profit for the financial year from discontinued operations(2) 0.3 1.2
Profit for the financial year 3.7 10.7
Cash and cash equivalents 10.9 19.9
(1) Earnings before interest, tax, depreciation, amortisation and share-based
payment expenses.
(2) On 9 April 2020, the Group announced that the development and
commercialisation agreement with AstraZeneca was terminating. As such, the
COPD business results are classified as a discontinued operation.
Revenue
NIOX® revenues for the year were £41.8 million (2023: £36.8 million).
NIOX® clinical revenue of £36.1 million (2023: £32.6 million) represents
sales to physicians and hospitals for use in clinical practice and to the
Company's distributors. NIOX® research revenue of £5.7 million (2023: £4.2
million) is from pharmaceutical companies and contract research
organisations (CROs) for use in clinical studies.
A substantial portion of the revenue growth for NIOX® was driven by increased
testing volumes in Japan and China, which resulted from a significant rise in
the number of device installations. Europe, particularly the UK and Spain,
also experienced strong growth due to continued efforts to raise awareness of
FeNO testing.
Gross profit
Gross profit on NIOX® revenue was £30.2 million (2023: £26.5 million).
Gross margin remained constant at 72% (2023: 72%).
Research and development
Research and development costs increased to £2.5 million (2023: £2.3
million) mainly due to higher headcount in the quality department to support
the growth of the business.
The development of the new NIOX PRO® device has been outsourced to our
manufacturing partner, and the costs have been capitalised. In the current
year, £0.9 million was capitalised (2023: £0.2 million).
Sales and marketing
Sales and marketing costs remained flat at £11.2 million (2023: £11.2
million). Headcount increased in the US due to a strategic realignment aimed
at unlocking the full sales potential in both the clinical and research
businesses. This was offset by lower share-based payment expenses.
Administrative expenditure
Administrative expenditure, which includes overheads relating to corporate
functions, centrally managed support functions and corporate costs, increased
to £8.8 million (2023: £8.4 million). This was mainly attributable to higher
labour costs, particularly concerning the accrued cash bonus payable to the
Executive Directors. In the previous year, the bonus was paid as shares, and
according to accounting standards, the expense was spread over the performance
period from 1 January 2023 to the grant date on 28 March 2024, thus increasing
the amount recognised in the current period.
Other income
Other income was £nil (2023: £0.2 million) as the Chicago sub-lease ended on
29 February 2024.
With effect from Q4 2024, the Group is entitled to a royalty of 5% of the net
sales of Beyond Air's LungFit® device in the USA, capped at a maximum of $6.0
million. Beyond Air reported net sales of $1,061,924 in that quarter, equating
to £42,000 of royalty income, which has been included in other income. This
rounds to £nil when rounded to the nearest million.
Taxation
The tax expense for the year was £4.4 million (2023: £5.4 million credit),
of which £0.1 million (2023: £nil) related to corporation tax payable in
Germany and China, and £4.3 million (2023: £5.4 million) related to deferred
tax charged to the income statement in relation to taxable profits generated
in Sweden, which resulted in the utilisation of brought forward losses during
the period. A deferred tax asset in Sweden was fully recognised in the prior
year in respect of carried forward trading losses which gave rise to a credit
to the income statement.
Earnings per share
Basic earnings per share for the year was 0.88p (2023: 2.55p) and diluted
earnings per share for the year was 0.83p (2023: 2.38p) reflecting a profit
after tax of £3.7 million (2023: £10.7 million). The decrease in reported
earnings per share is largely due to the impact of the aforementioned deferred
tax charge, versus the credit in the previous year.
Excluding the impact of depreciation, amortisation and share-based payment
expenses, adjusted basic earnings per share from continuing operations for the
year was 2.27p (2023: 3.87p).
Basic earnings per share from continuing operations was 0.81p (2023: 2.26p),
and diluted earnings per share for the year was 0.76p (2023: 2.11p),
reflecting a profit from continuing operations for the financial year of £3.4
million (2023: £9.5 million).
Profit from discontinued operations
Discontinued operations generated a profit of £0.3 million (2023: £1.2
million) in the year, as the rebate accrual was revised down based on claims
received and forward-looking assumptions as to the value of claims expected to
be received in future financial periods.
Statement of financial position
The Group's net assets at 31 December 2024 were £59.5 million (2023: £83.8
million).
Current liabilities at the end of the year were £8.1 million (2023: £7.2
million). Trade payables, particularly accruals relating to discontinued
operations, were lower as £0.8 million of invoices were settled with
AstraZeneca in the period. Conversely, lease liabilities were higher due to
the new office lease in the UK.
Other comprehensive expense
The Group's other comprehensive expense of £4.2 million (2023: £0.2 million)
relates to exchange differences on the translation of foreign operations into
British pound sterling. The current year expense is largely due to the
strengthening of the British pound against the Swedish krona.
It was offset by a £3.8 million (2023: £0.5 million) adjustment to record
the net gain on foreign exchange translation on certain intercompany balances
through other comprehensive income. During the year, a number of long-term
intercompany balances were designated as long-term investments, and as such,
the associated foreign exchange translation gain was removed from the income
statement.
Cash flow
The Group's cash position decreased from £19.9 million at 31 December 2023 to
£10.9 million at 31 December 2024 following a £21.0 million tender offer in
October 2024 (2023: £nil).
Cash generated from operations during the year amounted to £17.4 million
(2023: £11.7 million). Included in this was £0.8 million (2023: £2.0
million) used in the COPD discontinued operations and £3.7 million (2023:
£2.8 million) received from Beyond Air under the terms of the relevant
settlement agreement.
A dividend totalling £4.2 million (2023: £10.5 million) was paid to
shareholders.
Exchange differences on cash and cash equivalents occurred due to the
translation of foreign currency balances at the beginning and end of the
year. The exchange loss for the year was £0.1 million (2023: £0.3
million).
Consolidated statement of comprehensive income
for the year ended 31 December 2024
2024 2023
Notes £m £m
Continuing operations
Revenue from contracts with customers 41.8 36.8
Cost of sales (11.6) (10.3)
Gross profit 30.2 26.5
Research and development costs (2.5) (2.3)
Sales and marketing costs (11.2) (11.2)
Administrative expenses (8.8) (8.4)
Operating profit 7.7 4.6
Other losses (0.6) (1.3)
Other income 5 - 0.2
Finance costs 6 (0.2) (0.2)
Finance income 6 0.9 0.8
Profit before tax 7.8 4.1
Taxation 8 (4.4) 5.4
Profit from continuing operations 3.4 9.5
Profit from discontinued operations (attributable to equity holders of NIOX 7 0.3 1.2
Group plc)
Profit for the year 3.7 10.7
Other comprehensive expense
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations (4.2) (0.2)
Other comprehensive expense for the year, net of tax (4.2) (0.2)
Total comprehensive (expense)/ income for the year (0.5) 10.5
Earnings per share attributable to owners of the parent during the year
(expressed in pence per share)
2024 2023
Basic earnings per share Notes Pence Pence
Basic earnings per share for profit from continuing operations 9 0.81 2.26
Basic earnings per share for profit for the year 9 0.88 2.55
Diluted earnings per share
Diluted earnings per share for profit from continuing operations 9 0.76 2.11
Diluted earnings per share for profit for the year 9 0.83 2.38
The above consolidated statement of comprehensive income should be read in
conjunction with the accompanying notes.
Consolidated statement of financial position
as at 31 December 2024
2024 2023
Notes £m £m
Assets
Non-current assets
Property, plant and equipment 0.3 0.3
Right-of-use assets 1.4 1.1
Goodwill 10 4.3 4.6
Intangible assets 23.5 28.2
Deferred tax assets 17.8 23.8
47.3 58.0
Current assets
Inventories 4.0 4.8
Trade and other receivables 6.2 8.8
Cash and cash equivalents 10.9 19.9
21.1 33.5
Total assets 68.4 91.5
Equity
Share capital 0.3 0.3
Share premium 0.2 0.1
Other reserves 11 15.6 18.2
Retained earnings 43.4 65.2
Total equity 59.5 83.8
Liabilities
Non-current liabilities
Lease liabilities 0.8 0.5
0.8 0.5
Current liabilities
Trade and other payables 7.4 6.6
Lease liabilities 0.7 0.6
8.1 7.2
Total liabilities 8.9 7.7
Total equity and liabilities 68.4 91.5
The above consolidated statement of financial position should be read in
conjunction with the accompanying notes.
Consolidated statement of cash flows
for the year ended 31 December 2024
2024 2023
Notes £m £m
Cash flows from operating activities
Cash generated from operations 13 17.4 11.7
Interest paid (0.1) (0.1)
Income taxes paid (0.1) -
Net cash generated from operating activities 17.2 11.6
Cash flows from investing activities
Payments for property, plant and equipment - (0.1)
Payments for intangible assets (1.0) (0.2)
Net cash used in investing activities (1.0) (0.3)
Cash flows from financing activities
Interest received 0.8 0.6
Principal element of lease payments (0.5) (0.7)
Dividends paid (4.2) (10.5)
Proceeds received from exercise of share options 0.1 0.1
Acquisition of own shares (21.0) -
Share buy-back transaction costs (0.3) -
Net cash used in financing activities (25.1) (10.5)
Net (decrease)/ increase in cash and cash equivalents (8.9) 0.8
Cash and cash equivalents at 1 January 19.9 19.4
Effects of exchange rate changes on cash and cash equivalents (0.1) (0.3)
Cash and cash equivalents at 31 December 10.9 19.9
The above consolidated statement of cash flows should be read in conjunction
with the accompanying notes.
Consolidated statement of changes in equity
for the year ended 31 December 2024
Share capital Share premium Other reserves(1) Retained earnings Total equity
£m £m £m £m £m
At 1 January 2023 0.3 640.3 15.7 (574.4) 81.9
Profit for the year - - - 10.7 10.7
Exchange differences on translation of foreign operations - - (0.2) - (0.2)
Total comprehensive (expense)/ income - - (0.2) 10.7 10.5
Amounts transferred to retained earnings:
Share premium(2) - (640.3) - 640.3 -
Treasury shares reserve(3) - - 0.9 (0.9) -
Transactions with owners:
Issue of new shares - 0.1 - - 0.1
Dividends - - - (10.5) (10.5)
Employee share schemes - value of employee services - - 1.8 - 1.8
At 31 December 2023 0.3 0.1 18.2 65.2 83.8
Profit for the year - - - 3.7 3.7
Exchange differences on translation of foreign operations - - (4.2) - (4.2)
Total comprehensive (expense)/ income - - (4.2) 3.7 (0.5)
Transactions with owners:
Issue of new shares - 0.1 - - 0.1
Dividends - - - (4.2) (4.2)
Employee share schemes - value of employee services - - 1.6 - 1.6
Acquisition of own shares - - - (21.0) (21.0)
Share buy-back transaction costs - - - (0.3) (0.3)
At 31 December 2024 0.3 0.2 15.6 43.4 59.5
(1) Other reserves include share-based payments reserve, translation reserve,
treasury shares reserve, and transactions with non-controlling interests
reserve.
(2) On 8 February 2023, a Capital Reduction Scheme was concluded by filing an
order of the High Court with the Registrar of Companies and the share premium
account was transferred to retained earnings.
(3) In 2014 the Company set up an employee benefit trust (the "Trust") for the
purposes of buying and selling shares on employees' behalf. During the prior
year, all shares remaining in the Trust were sold or transferred out. On 28
April 2023, a Deed of Termination was signed, and the Trust was closed. The
balance on the treasury shares reserve was transferred to retained earnings.
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes.
NOTES TO THE FINANCIAL STATEMENTS
1. General information
Basis of preparation
The financial information set out in this results announcement does not
constitute the Company's statutory financial statements for the years ended 31
December 2024 or 2023 but is derived from those financial statements.
Statutory financial statements for 2023 have been delivered to the registrar
of companies and those for 2024 will be delivered in due course. The auditors
have reported on those financial statements; their reports were (i)
unqualified (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
The announcement for the year ended 31 December 2024 was approved by the Board
for release on 31 March 2025.
The announcement will be published on the Company's website. The maintenance
and integrity of the website is the responsibility of the directors. The work
carried out by the auditors does not involve consideration of these matters.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
2. Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for allocating
resources, assessing performance and making strategic decisions, has been
identified as the Executive Chairman.
The Executive Chairman examines the Group's performance from a product
perspective, and has identified one reportable segment in the continuing
business:
- NIOX® relates to the portfolio of products used to improve
asthma diagnosis, monitoring and management by measuring fractional exhaled
nitric oxide (FeNO).
The COPD business has been classified as a discontinued operation. Information
about the results of this segment is provided in note 7.
The table below presents operating profit or loss information regarding the
Group's operating segments for the years ended 31 December 2024 and 2023. Only
the results for the Group's continuing activities are included to aid
comparison.
Segment operating profit or loss
Year ended 31 December 2024 NIOX® Head office Total
£m £m £m
Revenue (from external customers, based on the destination of the customer)
UK 3.7 - 3.7
EU 9.8 - 9.8
US 10.3 - 10.3
Asia Pacific 16.3 - 16.3
Rest of world 1.7 - 1.7
Total segment revenue 41.8 - 41.8
Cost of sales (11.6) - (11.6)
Research and development costs (2.5) - (2.5)
Sales and marketing costs (11.2) - (11.2)
Administrative expenses (3.9) (4.9) (8.8)
Operating profit/ (loss) from continuing operations 12.6 (4.9) 7.7
Depreciation and amortisation included above (4.2) - (4.2)
Year ended 31 December 2023 NIOX® Head office Total
£m £m £m
Revenue (from external customers, based on the destination of the customer)
UK 3.3 - 3.3
US 8.7 - 8.7
EU 10.3 - 10.3
Asia Pacific 13.8 - 13.8
Rest of world 0.7 - 0.7
Total segment revenue 36.8 - 36.8
Cost of sales (10.3) - (10.3)
Research and development costs (2.3) - (2.3)
Sales and marketing costs (11.2) - (11.2)
Administrative expenses (3.9) (4.5) (8.4)
Operating profit/ (loss) from continuing operations 9.1 (4.5) 4.6
Depreciation and amortisation included above (4.4) - (4.4)
Assets by segment
( )
As at 31 December 2024 NIOX® Head office Total
£m £m £m
Cash and cash equivalents 10.9 - 10.9
Property, plant and equipment 0.3 - 0.3
Right-of-use assets 1.4 - 1.4
Goodwill 4.3 - 4.3
Intangible assets 23.5 - 23.5
Deferred tax assets 17.8 - 17.8
Inventories 4.0 - 4.0
Trade and other receivables 6.2 - 6.2
Total assets 68.4 - 68.4
As at 31 December 2023 NIOX® Head office Total
£m £m £m
Cash and cash equivalents 19.9 - 19.9
Property, plant and equipment 0.3 - 0.3
Right-of-use assets 1.1 - 1.1
Goodwill 4.6 - 4.6
Intangible assets 28.2 - 28.2
Deferred tax assets 23.8 - 23.8
Inventories 4.8 - 4.8
Trade and other receivables 5.4 3.4 8.8
Total assets 88.1 3.4 91.5
3. Employees and directors
Monthly average number of people (including Executive and Non-Executive
Directors) employed:
2024 2023
Number Number
Office and management 26 27
Sales and marketing 62 63
Research and development 3 4
Average headcount 91 94
The Group's total headcount at 31 December 2024 was 91 (2023: 92).
Employee benefit costs
2024 2023
£m £m
Wages and salaries 9.2 8.4
Social security costs 1.5 1.1
Pension costs 0.5 0.5
Share option charge 1.9 2.4
Total employee benefit costs 13.1 12.4
Key management personnel
Key management personnel during the year included the Board of Directors,
Regional VP of APAC, Senior VP of Americas and Research, VP of Supply Chain
and Technical Operations, Regional VP of EMEA, and Senior VP of Global Human
Resources. The compensation paid or payable to key management is set out
below:
2024 2023
£m £m
Short-term employee benefits (including bonus) 3.8 3.2
Share option charge 1.7 2.2
Total key management remuneration 5.5 5.4
4. Breakdown of expenses by nature
Notes 2024 2023
£m £m
Employee benefits costs 3 13.1 12.4
Depreciation charge of right-of-use assets 0.5 0.7
Amortisation charge of intangible assets 3.7 3.7
5. Other income
2024 2023
£m £m
Sub-lease rental income - 0.2
Total other income - 0.2
The Chicago sub-lease ended on 29 February 2024, and the Group's lease of the
Chicago property ended on the same date.
6. Finance costs and income
2024 2023
£m £m
Finance costs:
Bank charges (0.1) (0.1)
Interest charges for lease liabilities (0.1) (0.1)
Total finance costs (0.2) (0.2)
Finance income:
Bank interest receivable 0.8 0.6
Discount unwind on Beyond Air consideration 0.1 0.2
Total finance income 0.9 0.8
7. Discontinued operations
On 9 April 2020, an agreement was signed to hand back the Tudorza® and
Duaklir® licences to AstraZeneca and as such, the results of the COPD
operating segment are reported as a discontinued operation. There were no
assets or liabilities classified as held for sale in relation to the
discontinued operation.
2024 2023
Profit for the year £m £m
Revenue 0.3 1.2
Profit from discontinued operations 0.3 1.2
Cash flow
Net cash outflow from operating activities (0.8) (2.0)
Net cash used in discontinued operations (0.8) (2.0)
Revenue relates to a revision of the rebate accrual based on information and
claims received during the year and forward-looking assumptions as to the
value of claims expected to be received in future financial years.
The cash outflow relates to the settlement of certain contractual liabilities,
principally rebates and returns, that were accrued when the business was
discontinued.
The total amount recognised on the balance sheet relating to discontinued
operations as at 31 December 2024 was £0.1 million (2023: £1.2 million), of
which £0.1 million was accrued (2023: £0.9 million) and £nil had been
invoiced and therefore recognised in trade payables (2023: £0.3 million).
8. Taxation
Income tax expense/ (benefit) 2024 2023
£m £m
Current tax
Current tax on profits for the year 0.1 -
Total current tax expense 0.1 -
Deferred income tax
Decrease/ (increase) in deferred tax assets 4.3 (5.4)
Total deferred tax expense/(benefit) 4.3 (5.4)
4.4
Income tax expense/ (benefit) is attributable to:
Profit from continuing operations 4.4 (5.4)
Numerical reconciliation of income tax expense /(benefit) to prima facie tax
payable
The tax expense (2023: credit) for the year is higher (2023: lower) than the
standard rate of corporation tax in the UK of 25.00% (2023: 23.52%). The
differences are explained below:
2024 2023
£m £m
Profit from continuing operations before tax 7.8 4.1
Profit from discontinued operations before tax 0.3 1.2
Profit before tax 8.1 5.3
Tax at the UK tax rate of 25.00% (2023: 23.52%) 2.0 1.2
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Expenses not deductible for tax purposes - 1.0
Difference in overseas tax rates (0.9) -
Employee share option plan 0.3 0.4
Tax losses for which no deferred income tax asset was recognised/ (recognition 3.0 (8.0)
of previously unrecognised deferred tax asset)
Tax expense/ (benefit) for the year 4.4 (5.4)
In the Spring Budget 2021, the UK Government announced that from 1 April 2023
the corporation tax rate would increase to 25% (rather than remaining at 19%,
as previously enacted). This new law was substantively enacted on 24 May 2021.
For the financial year ended 31 December 2024, the tax rate was 25% (2023:
23.52%). Deferred taxes at the balance sheet date have been measured using
these enacted tax rates and reflected in these financial statements.
Tax losses
2024 2023
£m £m
Potential tax benefit of unused tax losses for which no deferred tax asset has 90.8 90.9
been recognised at 25% (2023: 25%)
At 31 December 2024, the Group has tax losses to be carried forward of
approximately £483.9 million (2023: £491.0 million). These can be utilised
against future taxable profits with no restrictions, except as stated below. A
proportion of these tax losses have been recognised as a deferred tax asset.
NIOX Group plc and NIOX Healthcare Limited had tax losses to be carried
forward of approximately £176.1 million (2023: £169.4 million). These losses
have no expiry date, however, the utilisation of these losses will be
restricted to 50% of profits in excess of £5.0 million generated in the
United Kingdom.
NIOX Inc. had federal tax losses to be carried forward of approximately
£131.4 million (2023: £123.1 million). Federal losses generated after 1
January 2018 have no expiry date, however, the utilisation of these losses
will be restricted to 80% of profits generated in the United States. Federal
losses generated before 1 January 2018 expire after 20 years. NIOX Inc. also
had state losses to be carried forward of approximately £89.5 million (2023:
£82.4 million) which have been generated across multiple states and have a
range of expiry periods from 5 to 20 years.
The gross amount and expiry dates of losses available for carry forward are as
follows:
Expiring within 5 years Expiring beyond 6 years
Unlimited Total
As at 31 December 2024 £m £m £m £m
Losses for which a deferred tax asset is recognised - - 108.4 108.4
Losses for which no deferred tax asset is recognised 2.3 129.1 244.1 375.5
Total 2.3 129.1 352.5 483.9
As at 31 December 2023
Losses for which a deferred tax asset is recognised - - 115.4 115.4
Losses for which no deferred tax asset is recognised 1.8 121.5 252.3 375.6
Total 1.8 121.5 367.7 491.0
9. Earnings per share
Basic earnings per share 2024 2023
Pence Pence
From continuing operations 0.81 2.26
From discontinued operations 0.07 0.29
Total basic earnings per share attributable to the ordinary equity holders of 0.88 2.55
the Company
Diluted earnings per share
From continuing operations 0.76 2.11
From discontinued operations 0.07 0.27
Total diluted earnings per share attributable to the ordinary equity holders 0.83 2.38
of the Company
Reconciliation of earnings used in calculating earnings per share 2024 2023
£m £m
Basic and diluted earnings per share
Profit attributable to the ordinary equity holders of the Company used in
calculating basic and dilutive earnings per share:
From continuing operations 3.4 9.5
From discontinued operations 0.3 1.2
Profit used as the basis of calculating basic and diluted earnings per share 3.7 10.7
The earnings used in calculating basic and diluted earnings per share is the
same.
Adjusted basic earnings per share eliminates depreciation, amortisation and
share-based payment expenses.
Adjusted basic earnings per share 2024 2023
Pence Pence
From continuing operations 2.27 3.87
From discontinued operations 0.07 0.29
Total adjusted basic earnings per share attributable to the ordinary equity 2.34 4.16
holders of the Company
Reconciliation of earnings used in calculating adjusted earnings per share 2024 2023
£m £m
Basic and diluted earnings per share
Profit attributable to the ordinary equity holders of the Company used in
calculating basic and dilutive earnings per share:
From continuing operations 3.4 9.5
From discontinued operations 0.3 1.2
Add back:
Depreciation 0.5 0.7
Amortisation 3.7 3.7
Share-based payment expenses 1.9 2.4
Adjusted profit used as the basis of calculating adjusted basic earnings per 9.8 17.5
share
Weighted average number of shares used as the denominator 2024 2023
Weighted average number of ordinary shares used as the denominator in 418,211,904 420,205,077
calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Share options(1) 29,247,771 28,443,873
Deferred shares(2) 745,898 629,308
Weighted average number of ordinary shares and potential ordinary shares used 448,205,573 449,278,258
as the denominator in calculating diluted earnings per share
Share options(1)
Options granted to employees are considered to be potential ordinary shares.
They have been included in the determination of diluted earnings per share if
the required performance targets are expected to be met based on the Company's
performance and to the extent to which they are dilutive. The options have not
been included in the determination of basic earnings per share.
Deferred shares(2)
Rights to deferred shares granted to Executive Directors under the Group's
short-term incentive scheme are included in the calculation of diluted
earnings per share, assuming that all outstanding rights will vest. The rights
are not included in the determination of basic earnings per share.
Treasury shares
The ten million treasury shares held by the Company on 31 December 2024 (2023:
nil) have not been included in the calculation of the weighted average number
of ordinary shares used as the denominator in calculating both basic and
diluted earnings per share.
10. Goodwill
2024 2023
£m £m
At 1 January
Cost 4.6 4.7
Net book amount 4.6 4.7
Year ended 31 December
Opening net book amount 4.6 4.7
Exchange differences (0.3) (0.1)
Closing net book amount 4.3 4.6
At 31 December
Cost 4.3 4.6
Net book amount 4.3 4.6
Management considers there to be only one CGU, the NIOX® business. The
carrying value of goodwill is allocated to the NIOX® CGU and was generated in
June 2015 on the acquisition of Aerocrine. The value in use for the NIOX® CGU
was calculated over a five-year period using a pre-tax discount rate of 15.7%.
Cash flows over five years have been considered appropriate based on the
product lifecycle. Cash flows beyond the five years were extrapolated using
the estimated terminal growth rate below. The growth rate does not exceed the
long-term average growth rate for the business. The discount rate used is
pre-tax and reflects specific risks relating to the Group and uncertainties
surrounding the cash flow projections.
The key assumptions used for the valuation of the NIOX® CGU are as follows:
Assumption Approach used to determine values
Valuation basis Value in use
Sales Based on past performance and management's expectations of market development.
The growth rate for 2025-2029 reflects more a cautious growth rate than the
historical Compound Annual Growth Rate.
Gross margin Based on past performance and management's expectations for the future.
Operating costs Management forecasts these costs based on the current structure of the
business, adjusting for inflationary increases but not reflecting any future
restructurings or cost-saving measures.
Period of specified projected cash flows 2024 - 5 years
2023 - 5 years
Long-term growth rate Terminal growth rates are based on management's estimate of future long-term
average growth rates.
2024 - 1%
2023 - 1%
Pre-tax discount rate Reflects specific risks relating to the relevant segments and the countries in
which they operate.
2024 - 15.7%
2023 - 12.7%
Management have considered and assessed reasonably possible changes for other
key assumptions and have not identified and instances that could cause the
carrying amount of goodwill and intangible assets to exceed its recoverable
amount.
11. Other reserves
Share-based payments reserve Transactions with non-controlling interests
Treasury shares reserve
Translation reserve Total other reserves
£m £m £m £m £m
At 1 January 2023 15.9 6.8 (0.9) (6.1) 15.7
Employee share-based payments 1.8 - - - 1.8
Exchange differences on translation of foreign operations - (0.2) - - (0.2)
Reclassification of foreign exchange (0.3) 0.3 - - -
Closure of the Employee Benefit Trust - - 0.9 - 0.9
At 31 December 2023 17.4 6.9 - (6.1) 18.2
Employee share-based payments 1.6 - - - 1.6
Exchange differences on translation of foreign operations - (4.2) - - (4.2)
At 31 December 2024 19.0 2.7 - (6.1) 15.6
12. Dividends
Group and Company 2024 2023
£m £m
Special dividend for the year ended 31 December 2024 of nil pence (2023: 2.5 - 10.5
pence) per fully paid share - declared in 2023
Final dividend for the year ended 31 December 2023 of 1 pence (2022: £nil) 4.2 -
per fully paid share - declared in 2024
In addition to the above dividends, since year end the directors have
recommended the payment of a final dividend of 1.25 pence per fully paid
ordinary share (2023: 1 pence). The aggregate amount of the proposed dividend
expected to be paid after the reporting date, out of retained earnings at 31
December 2024, but not recognised as a liability at year end is £5.0 million
(2023: £4.2 million).
13. Cash generated from operations
Reconciliation of profit before tax to net cash generated from operations:
2024 2023
Notes £m £m
Profit from continuing operations before tax 7.8 4.1
Profit from discontinued operations before tax 7 0.3 1.2
Profit before tax 8.1 5.3
Adjustments for:
Finance income 6 (0.9) (0.8)
Finance costs 6 0.2 0.2
Depreciation charge of right-of-use assets 4 0.5 0.7
Amortisation charge of intangible assets 4 3.7 3.7
Share-based payment charge 3 0.5 0.7
Foreign exchange on non-operating cash flows 3.7 3.7
Changes in working capital:
Decrease in trade and other receivables 2.8 2.7
Decrease/ (increase) in inventories 0.5 (0.8)
Decrease in trade and other payables (0.1) (2.5)
Cash generated from operations 17.4 11.7
14. Related party transactions
There is no ultimate controlling party of the Group as ownership is split
between the Company's shareholders. The most significant shareholders as at 31
December 2024 and 2023 are as follows:
Ownership interest
Name 2024 2023
Griffiths R I 17.64% 18.48%
Harwood Capital LLP* 16.61% 16.89%
AstraZeneca PLC 10.68% 23.94%
* Harwood Capital LLP acts as investment manager to North Atlantic Smaller
Companies Investment Trust plc
Under the AIM rules, the significant shareholders listed above are related
parties. During the year, NIOX Group plc purchased 22,637,554 Ordinary Shares
from these related parties as part of the Tender Offer. The purchase price was
80 pence per share.
No transactions with related parties occurred during the years ended 31
December 2024 or 31 December 2023, as classified under IAS24.
15. Events occurring after the reporting date
Please refer to note 12 for details of the final dividend recommended by the
directors, which will be paid after the reporting date.
On 20 March 2025, NIOX announced that following media speculation, the Company
had received a proposal from Keensight Capital ("Keensight") regarding a
possible cash offer to acquire the entire issued and to be issued share
capital of NIOX at an offer price of 81 pence per share (the "Proposal"),
(inclusive of any future dividend that may be paid after the date of the
Proposal). The Proposal is subject to the satisfaction or waiver by Keensight
of a number of pre-conditions, including the completion of satisfactory due
diligence.
Discussions with Keensight remain at a preliminary stage and, as such, there
can be no certainty that any firm offer will be made for the Company by
Keensight, nor as to the terms of any such offer, should one be made.
16. Commitments
At the end of the reporting period, capital expenditure contracted for the
NIOX PRO® development but not recognised as a liability is £0.4 million
(2023: £nil).
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