REG - Provexis PLC - Preliminary Results <Origin Href="QuoteRef">PXSP.L</Origin> - Part 3
04/09/2015 07:00
- Part 3: For the preceding part double click ID:nRSD0568Yb
At 1 April 2014 7,265,277 158,166 - - - - - 7,423,443
At 31 March 2015 7,265,277 158,166 - - - - - 7,423,443
Amortisation andImpairment
At 1 April 2014 7,265,277 158,166 - - - - - 7,423,443
At 31 March 2015 7,265,277 158,166 - - - - - 7,423,443
Net book value
At 31 March 2015 - - - - - - - -
At 31 March 2014 - - - - - - - -
Cost
At 1 April 2013 11,703,268 158,166 1,004,029 180,886 22,480 1,228,696 174,999 14,472,524
Additions - - - - - - 7,172 7,172
Demerger of SiS(Science in Sport) (4,437,991) - (1,004,029) (180,886) (22,480) (1,228,696) (182,171) (7,056,253)
At 31 March 2014 7,265,277 158,166 - - - - - 7,423,443
Amortisation andimpairment
At 1 April 2013 7,265,277 158,166 186,714 47,691 13,238 228,495 19,441 7,919,022
Charge for year - - 35,229 8,999 2,498 43,112 11,738 101,576
Demerger of SiS(Science in Sport) - - (221,943) (56,690) (15,736) (271,607) (31,179) (597,155)
At 31 March 2014 7,265,277 158,166 - - - - - 7,423,443
Net book value
At 31 March 2014 - - - - - - - -
At 31 March 2013 4,437,991 - 817,315 133,195 9,242 1,000,201 155,558 6,553,502
Development costs represent costs incurred in registering patents that meet
the capitalisation criteria set out in IAS 38, see also note 1.
12. Plant and equipment
Fixtures, fittings, plant and equipment Laboratory equipment Total
£ £ £
Cost
At 1 April 2014 74,096 147,145 221,241
Disposals (74,096) (78,420) (152,516)
At 31 March 2015 - 68,725 68,725
Depreciation
At 1 April 2014 74,096 147,145 221,241
Disposals (74,096) (78,420) (152,516)
At 31 March 2015 - 68,725 68,725
Net book value
At 31 March 2015 - - -
At 31 March 2014 - - -
Leasehold improvements Fixtures, fittings, plant and equipment Laboratory equipment Motor vehicles Total
£ £ £ £ £
Cost
At 1 April 2013 230,956 659,045 147,145 11,527 1,048,673
Additions - 106,453 - - 106,453
Demerger of SiS(Science in Sport) (230,956) (691,402) - (11,527) (933,885)
At 31 March 2014 - 74,096 147,145 - 221,241
Depreciation
At 1 April 2013 58,706 198,528 147,145 9,374 413,753
Charge for the year 16,409 54,702 - 1,722 72,833
Demerger of SiS(Science in Sport) (75,115) (179,134) - (11,096) (265,345)
At 31 March 2014 - 74,096 147,145 - 221,241
Net book value
At 31 March 2014 - - - - -
At 31 March 2013 172,250 460,517 - 2,153 634,920
13. Trade and other receivables
31 March2015 31 March2014
£ £
Amounts receivable within one year:
Trade receivables 240 -
Less: provision for impairment of trade receivables - -
Trade receivables - net 240 -
Other receivables 18,750 33,207
Total financial assets other than cashand cash equivalents classified as loans and receivables 18,990 33,207
Prepayments and accrued income 34,358 79,430
Total trade and other receivables 53,348 112,637
Trade receivables represent debts due for the sale and rental of goods to
customers. The provision for impairment of receivables is estimated by the
Group's management based on prior experience.
The balance at 31 March 2015 of £53,348 is £59,289 less than the prior year
due predominantly to a decrease in prepayments relating to the group's Darwin
Strategic Limited Equity Financing Facility.
Trade receivables are denominated in Sterling. The directors consider that the
carrying amount of these receivables approximates to their fair value. Trade
and other receivables are categorised as loans and receivables under IAS 39.
All amounts shown under receivables fall due for payment within one year.
The Group does not hold any collateral as security.
As at 31 March 2015 there were no trade receivables (2014: £Nil) that were
past due but not impaired, and consequently there was no provision for
impairment (2014: £Nil).
Movements on the group provision for impairment of trade receivables are as
follows:
31 March2015 31 March2014
£ £
At beginning of the year - 32,233
Provided during the year - 2,000
Demerger of SiS (Science in Sport) Limited - (34,233)
- -
The movement on the provision for impaired receivables in the prior year is
included in administrative expenses within discontinued operations in the
consolidated statement of comprehensive income.
Other classes of financial assets included within trade and other receivables
do not contain impaired assets.
14. Trade and other payables
31 March2015 31 March2014
£ £
Trade payables 38,135 19,028
Accruals 72,075 85,313
Total financial liabilities measured at amortised cost 110,210 104,341
Other taxes and social security 3,871 3,871
Total trade and other payables 114,081 108,212
The directors consider that the carrying amount of these liabilities
approximates to their fair value.
All amounts shown fall due within one year.
15. Deferred tax
Deferred tax is calculated in full on temporary differences under the
liability method using a tax rate of 21% (2014: 21%).
No amounts in respect of deferred tax were recognised in the income statement
from continuing operations or charged / credited to equity for the current or
prior year.
Deferred tax assets amounting to £3,810,272 (2014: £3,789,701) have not been
recognised on the basis that their future economic benefit is not certain.
Assuming a prevailing tax rate of 21% (2014: 21%) when the timing differences
reverse, the unrecognised deferred tax asset comprises:
Year ended31 March2015 Year ended31 March2014
£ £
Depreciation in excess of capital allowances 1,648 22,981
Other short term timing differences - 1,540
Unutilised tax losses 3,808,624 3,745,123
Share-based payments - 20,057
3,810,272 3,789,701
16. Share capital
On 4 June 2015 the Company announced that it had joined PrimaryBid.com
(www.primarybid.com), an online platform dedicated to equity crowdfunding for
AIM-listed companies.
PrimaryBid.com provides a new channel for the Company to raise equity from
investors, allowing investors to bid directly for new ordinary shares of 0.1p
each in the Company at prices of their choosing, subject to certain limited
restrictions.
PrimaryBid.com gives the Company ongoing access to an aggregated book of bids
submitted by prospective investors, with the Company having full discretion as
to whether or not to proceed with a share placing to raise capital through
PrimaryBid.com.
Should the Company wish to proceed with a share placing this is done by
issuing new shares, in order to satisfy any number of the bids presented
through the PrimaryBid.com platform. Shares may only be issued to the extent
that the Company has the requisite shareholder authorities to fulfil the
issuance. Full details can be found on www.primarybid.com.
In June 2015, as a result of the Company joining PrimaryBid.com, the Company's
existing 10 September 2013 Equity Financing Facility ('EFF') with Darwin
Strategic Limited was cancelled.
EFF fee and warrant reserve
In consideration of Darwin agreeing to provide the EFF in September 2013 the
Company agreed to:
(i) Pay a fee to Darwin amounting to approximately £35,000 by way of
an issue of 3,414,635 fully paid Ordinary Shares, at a gross 1.025p per share.
The contingent fee amounting to a maximum of £125,000 payable under the 7
November 2011 Equity Financing Facility was cancelled.
(ii) Enter into a new warrant agreement dated 10 September 2013 for
the grant to Darwin of warrants to subscribe for up to ten million Ordinary
Shares, such warrants to be exercisable at a price of 4.44 pence per share and
to be exercisable at any time prior to the expiry of five years following the
date of the new warrant agreement.
The warrants were measured at fair value at the date of grant using a
Black-Scholes model, with the following assumptions:
Date ofgrant Exercise price pence Number of warrants Share price at grant date pence Expected volatility Risk free rate Expected life years Fair value per share under warrantpence
11-Sep-13 4.44 10,000,000 0.915 75% 0.79% 5 0.262
An expected dividend yield of 0% was used in the above valuation.
The assumption made for the expected life of the warrants is not necessarily
indicative of the exercise patterns that may occur. The expected volatility
reflects the assumption that the historical volatility is indicative of future
trends, which may not necessarily be the actual outcome.
The existing 10 September 2013 warrant agreement with Darwin continues to be
in place under the new PrimaryBid.com arrangements.
The total fair value of the warrants, £26,200, has previously been held within
prepayments and in the warrants reserve within equity. During the year ended
31 March 2015 the prepayment was released in full against share premium.
The warrants reserve will be released to share premium if the warrants are
exercised. If the warrants lapse then the reserve will be transferred to
retained earnings.
The £35,000 fee which was paid to Darwin in September 2013 by way of an issue
of 3,414,635 fully paid Ordinary Shares, at a gross 1.025p per share, had
initially been treated as a prepayment and it was expensed during the year
ended 31 March 2015 as part of the share based payment charge.
Share re-organisation and reduction of capital
In August 2013, following a general meeting held on 15 July 2013, the Company
undertook a share re-organisation and reduction of capital to facilitate the
demerger of SiS (Science in Sport) Limited.
The demerger was effected by Provexis returning to Provexis shareholders
capital in an amount equal to the market value of the ordinary shares of £1
each in the capital of SiS (Science in Sport) Limited as at 9 August 2013, the
demerger effective date. The return of capital to Provexis shareholders was
satisfied by the transfer by Provexis to Science in Sport plc of SiS (Science
in Sport) Limited's ordinary shares of £1 each, and the allotment and issue of
Science in Sport plc ordinary shares credited as fully paid to the holders of
Provexis ordinary shares who were registered on the Provexis share register at
5.00 p.m. on 6 August 2013, the demerger record time, in accordance with the
terms of the demerger agreement.
Full details of the demerger, share re-organisation and reduction of capital
were provided on 28 June 2013 in a circular to shareholders and in an AIM
admission document for Science in Sport plc. Further details of the demerger
are provided in the Group's annual report and accounts for the year ended 31
March 2014.
The circular, AIM admission document and the Group's annual report and
accounts for the year ended 31 March 2014 are available to download from the
Company's website www.provexis.com.
Allotted, called up and fully paid Ordinary0.1p shares Ordinary0.1p shares
£ number
At 31 March 2014 1,554,816 1,554,815,614
Issue on subscription - equity financing facility 30,030 30,030,330
At 31 March 2015 1,584,846 1,584,845,944
Allotted, called up and fully paid Ordinary0.1p shares Deferred0.9p shares Science in Sport 0.1p CancellationShares Redeemable£1 shares Total
number number number number number
At 31 March 2013 1,518,650,979 401,724,366 - - 1,920,375,345
Demerger of SiS (Science in Sport)- issue redeemable shares - - - 50,000 50,000
Demerger of SiS (Science in Sport)- issue Science in Sport Cancellation Shares - - 1,518,650,979 - 1,518,650,979
Demerger of SiS (Science in Sport)- redeem redeemable shares - - - (50,000) (50,000)
Demerger of SiS (Science in Sport)- cancel deferred shares - (401,724,366) - - (401,724,366)
Demerger of SiS (Science in Sport)- cancel Science in Sport Cancellation Shares - - (1,518,650,979) - (1,518,650,979)
Issued on subscription - equity financing facility 31,000,000 - - - 31,000,000
Issued for equity financing facility fee 3,414,635 - - - 3,414,635
Issued on exercise of share options 1,750,000 - - - 1,750,000
At 31 March 2014 1,554,815,614 - - - 1,554,815,614
Ordinary0.1p shares Deferred0.9p shares Science in Sport 0.1p CancellationShares Redeemable£1 shares Total
£ £ £ £ £
At 31 March 2013 1,518,651 3,615,519 - - 5,134,170
Demerger of SiS (Science in Sport)- issue redeemable shares - - - 50,000 50,000
Demerger of SiS (Science in Sport)- issue Science in Sport Cancellation Shares - - 1,518,651 - 1,518,651
Demerger of SiS (Science in Sport)- redeem redeemable shares - - - (50,000) (50,000)
Demerger of SiS (Science in Sport)- cancel deferred shares - (3,615,519) - - (3,615,519)
Demerger of SiS (Science in Sport)- cancel Science in Sport Cancellation Shares - - (1,518,651) - (1,518,651)
Issued on subscription - equity financing facility 31,000 - - - 31,000
Issued for equity financing facility fee 3,415 - - - 3,415
Issued on exercise of share options 1,750 - - - 1,750
At 31 March 2014 1,554,816 - - - 1,554,816
During the year ended 31 March 2015 the Company issued ordinary shares of 0.1p
each as follows:
Date Reason for issue Shares issued
£ Number
29.04.14 Share subscription - equity financing facility 7,000 7,000,000
15.12.14 Share subscription - equity financing facility 23,030 23,030,330
30,030 30,030,330
During the year ended 31 March 2014 the Company issued ordinary shares of 0.1p
each as follows:
Date Reason for issue Shares issued
£ Number
17.09.13 Share subscription - equity financing facility 31,000 31,000,000
17.09.13 Share subscription - equity financing facility fee 3,415 3,414,635
22.11.13 Exercise of share options 1,750 1,750,000
36,165 36,164,635
17.Share options
In June 2005 the Company adopted a new share option scheme for employees ('the
Provexis 2005 share option scheme'). Under the scheme, options to purchase
ordinary shares are granted by the Board of Directors, subject to the exercise
price of the option being not less than the market value at the grant date.
The options typically vest after a period of 3 years and the vesting schedule
is subject to predetermined overall company selection criteria. In the event
that the option holder's employment is terminated, the option may not be
exercised unless the Board of Directors so permits. The options expire 10
years from the date of grant.
The Company undertook a reverse takeover of Provexis Natural Products Limited
('PNP', formerly Provexis Limited) in June 2005 through a share for share
exchange. Prior to the takeover the Company and PNP had granted EMI options
and unapproved options. Options granted by the Company prior to the takeover
remain subject to the same terms as contained in the individual share option
contracts under which they were originally granted. The PNP EMI options and
unapproved options were rolled over into options over the Company's ordinary
shares, and these replacement options remain subject to the same terms as
contained in the individual PNP share option contracts under which they were
originally granted.
Following the demerger of SiS (Science in Sport) Limited in August 2013
appropriate modifications were proposed to the exercise price of certain
outstanding EMI and unapproved share option awards under Provexis' share
option schemes. The proposed modifications were to reflect the reduction in
value of Provexis which arose from the share re-organisation, reduction of
capital and demerger of SiS (Science in Sport) Limited, calculated on a pro
rata basis immediately after the demerger using the respective market values
of Provexis plc and Science in Sport plc, net of Science in Sport plc's August
2013 placing ('the Demerger Modifications').
Details of the share re-organisation, reduction of capital, demerger of SiS
(Science in Sport) Limited and proposed option Demerger Modifications were
provided on 28 June 2013 in a circular to shareholders and in an AIM admission
document for Science in Sport plc, which are available to download from the
Company's website www.provexis.com.
As envisaged in the June 2013 circular to shareholders an advance assurance
was sought from HMRC to approve the variation in the exercise price arising
out of the reduction of capital and demerger for unexercised EMI options as at
9 August 2013, the demerger effective date. The advance assurance was not
successful, and the Company remains in dialogue with HMRC on this issue. On 20
August 2014 it was agreed that the modifications proposed to the exercise
price of certain outstanding awards under Provexis' share option schemes would
take immediate effect.
On 3 September 2015 the Company granted a total of 2,500,000 new options over
Ordinary Shares ('Options') under the Provexis 2005 share option scheme to
Professor Asim Duttaroy, with an exercise price of 0.49 pence, being the
closing mid-market price on 3 September 2015. The Options are exercisable
between 3 and 10 years from date of grant and are subject to performance
criteria, including share price appreciation.
Professor Asim Duttaroy was the original inventor of Fruitflow and he serves
on the Company's Scientific Advisory Board. On 18 November 2014 the Company
announced it had signed a collaboration agreement with the University of Oslo
to undertake further research into the relationship between Fruitflow and
blood pressure regulation, with the University's collaboration work to be led
by Professor Duttaroy. The Company believes the grant of these new Options
will closely align the interests of Professor Duttaroy with those of
shareholders.
Following the issue of the new Options the total number of Ordinary Shares
under option which could be issued if all of the performance criteria are met
are 118,617,620 Ordinary Shares.
The fair values of the options granted during the year were estimated at the
date of grant in accordance with IFRS 2, using a Black-Scholes model. Where
options have been approved but not formally granted and optionholders have
provided services in advance of the grant of options a charge is recognised
using an estimated fair value based on the period end share price.
At 31 March 2015 the number of ordinary shares subject to options granted over
the 2005 and prior option schemes were:
EMI options
31 March 2015 31 March 2014
Weighted average exercise price(pence) Weighted average share priceat date of exercise(pence) Number Weighted average exercise price(pence) Weighted average share priceat date of exercise(pence) Number
Outstanding at the beginning of the year 0.78 - 58,494,665 1.44 - 55,802,021
Granted during the year - - - 0.97 - 20,635,000
Exercised during the year - - - 0.90 1.98 (1,750,000)
Cancelled during the year 0.90 - (2,416,575) 2.56 - (16,192,356)
Outstanding at the end of the year 0.77 - 56,078,090 0.78 - 58,494,665
The exercise price of EMI options outstanding at the end of the year ranged
between 0.59p and 1.85p (2014: 0.59p and 1.85p) and their weighted average
contractual life was 5.3 years (2014: 6.0 years).
Of the total number of EMI options outstanding at the end of the year,
49,078,090 (2014: 49,844,675) had vested and were exercisable at the end of
the year. Their weighted average exercise price was 0.74 pence (2014: 0.71
pence).
Unapproved options
31 March 2015 31 March 2014
Weightedaverageexercise price(pence) Number Weightedaverageexercise price(pence) Number
Outstanding at the beginning of the year 1.30 52,145,845 2.30 34,269,627
Granted during the year 0.67 10,000,000 0.97 19,365,000
Cancelled during the year - - 3.20 (1,488,782)
Outstanding at the end of the year 1.20 62,145,845 1.30 52,145,845
The exercise price of unapproved options outstanding at the end of the year
ranged between 0.59p and 1.85p (2014: 0.59p and 1.85p) and their weighted
average contractual life was 6.9 years (2014: 7.3 years).
Of the total number of unapproved options outstanding at the end of the year,
45,145,845 (2014: 38,795,835) had vested and were exercisable at the end of
the year. Their weighted average exercise price was 1.35 pence (2014: 1.27
pence).
Grant of options
The fair values of the options have been estimated at the date of grant using
a Black-Scholes model, using the following assumptions:
Tranche Date ofgrant Exercise price pence Number of options Share price at grant date pence Expected volatility Risk free rate Expected life years Fair value per share under option pence
1 26-Aug-08 0.9 44,166,575 0.87 65% 4.45% 10 0.585
2 17-Jun-11 2.8 51,300,000 2.00 88% 4.48% 10 1.17
3 27-Jun-13 1.475 40,000,000 1.475 88% 0.79% 10 0.785
4 17-Nov-14 0.67 10,000,000 0.67 74% 0.94% 10 0.515
The fair value of the Demerger Modifications made to the exercise price of
certain outstanding awards under Provexis' share option schemes has been
estimated in accordance with IFRS 2, using a Black-Scholes model. The fair
value of the Demerger Modifications is charged to the statement of
comprehensive income over the vesting period as part of the share based
payment charge.
An expected dividend yield of 0% has been used in all of the above
valuations.
The expected life of the options is based on historical data and is not
necessarily indicative of the exercise patterns that may occur. The expected
volatility reflects the assumption that the historical volatility is
indicative of future trends, which may not necessarily be the actual outcome.
The total share based payment charge for the year relating to employee share
based payment plans was £54,375 (2014: £391,191) all of which related to
equity settled share-based payment transactions. The Group's share based
payment charge for the year ended 31 March 2015 totalling £89,375 included an
additional £35,000 share based payment charge (2014: £Nil) in respect of a fee
which was paid to Darwin in September 2013 by way of an issue of Ordinary
Shares, as further detailed in note 16.
18. Reserves
Share premium reserve Warrant reserve Merger reserve Retained earnings Total attributable to equity holders of the parent Non-controlling interest Total reserves
£ £ £ £ £ £ £
At 31 March 2015 16,298,043 26,200 6,599,174 (23,886,736) (963,319) (375,627) (1,338,946)
At 31 March 2014 16,183,870 26,200 6,599,174 (23,505,513) (696,269) (323,472) (1,019,741)
Details of movements in reserves are provided as part of the consolidated
statement of changes in equity.
The following describes the nature and purpose of each reserve within total
equity:
Share capital Amount subscribed for share capital at nominal value.
Share premium Amount subscribed for share capital in excess of nominal value.
Warrant reserve The warrant reserve represents warrants issued as part of the Equity Financing Facility (see note 16).
Merger reserve The merger reserve arose on the reverse takeover in 2005 of Provexis Natural Products Limited (formerly Provexis Limited) by Provexis plc through a share for share exchange and on the issue of shares for the acquisition of SiS (Science in Sport) Limited in 2011.
Retained earnings Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.
19. Pension costs
The pension charge represents contributions payable by the Group to
independently administered funds which for continuing operations during the
year ended 31 March 2015 amounted to £Nil (2014: £7,624). Pension
contributions payable but not yet paid at 31 March 2015 totalled £3,871, in
respect of pension contribution entitlements where employees had not yet
provided details of the funds to which the contributions should be made (2014:
£3,871).
20. Operating lease commitments
Future minimum rentals payable under non-cancellable operating leases are as
follows:
31 March2015 31 March2014
£ £
Due within 1 year - 8,151
- 8,151
Operating lease payments primarily represent rentals that were payable by the
Group for various offices. The leases had various terms, escalation clauses
and renewal rights typical of lease agreements for the class of asset.
21. Related party transactions
On 1 June 2010 the Company announced a long-term Alliance Agreement with DSM
Nutritional Products, which has seen the Company collaborate with DSM to
develop Fruitflow in all major global markets. DSM has invested substantially
in the manufacture, technology development, marketing and sale of Fruitflow
since the Alliance Agreement was signed. Provexis continues to contribute
scientific expertise and is collaborating in areas such as cost of goods
optimisation and regulatory matters. The financial model is based upon the
division of profits between the two partners on an agreed basis, linked to
certain revenue targets, following the deduction of the cost of goods and a
fixed level of overhead from sales.
The Company is working closely with DSM in various areas of the project, and
in June 2015 it was announced that the Company had agreed significantly
enhanced financial terms for its long-term Alliance Agreement with DSM,
involving a reduction in the fixed level of overhead deduction from sales
which permanently decreased with effect from 1 January 2015, backdated, thus
increasing the profit share payable to the Company. It is not possible to
determine the financial impact of the Alliance Agreement at this time.
DSM is classified as a related party of the Group in accordance with IAS 24 as
it holds shares in the Group. Further, K Rietveld is a director of the
Company, and a senior employee of DSM. The directors of Provexis (the
'Directors'), having consulted with Cenkos Securities Limited ('Cenkos
Securities'), the Company's nominated adviser, consider that the terms of the
Alliance Agreement are fair and reasonable insofar as Provexis's shareholders
are concerned. In providing advice to the Directors, Cenkos Securities has
taken into account the Directors' commercial assessments.
Revenue recognised by the Group under agreements with DSM amounted to £37,124
(2014: £3,967). At 31 March 2015 the Group was owed £Nil (2014: £Nil) by DSM.
Key management compensation
The directors represent the key management personnel. Details of their
compensation and share options are given in note 6.
22. Post balance sheet events
On 4 June 2015 the Group announced that it had agreed significantly enhanced
financial terms for its long-term Alliance Agreement with DSM, involving a
reduction in the fixed level of overhead deduction from sales which
permanently decreased with effect from 1 January 2015, backdated, thus
increasing the profit share payable to the Company.
On 4 June 2015 the Group also announced that it had joined PrimaryBid.com
(www.primarybid.com), an online platform dedicated to equity crowdfunding for
AIM-listed companies which is further detailed in note 16. The Group confirmed
on 4 June 2015 that as a result of the Company joining PrimaryBid.com the
Company's existing 10 September 2013 Equity Financing Facility ('EFF') with
Darwin Strategic Limited had been cancelled.
On 3 July 2015 the Group announced that it had raised net proceeds of £267,400
via the placing of 62,222,223 new ordinary shares of 0.1p each at a gross
0.45p per share ('the placing shares') with investors using the Primarybid.com
platform. The placing shares were admitted to AIM on 9 July 2015.
This information is provided by RNS
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