REG - Provexis PLC - Preliminary Results <Origin Href="QuoteRef">PXSP.L</Origin> - Part 3
07/09/2017 07:07
- Part 3: For the preceding part double click ID:nRSG0460Qb
0.1p each at
0.24p per share with the Company's Chairman Dawson Buck with no commissions or
expenses payable. The shares were admitted to AIM on 22 September 2016.
Allotted, called up and fully paid Ordinary0.1p shares Ordinary0.1p shares
£ number
At 31 March 2015 1,584,846 1,584,845,944
Issue of shares - PrimaryBid placing 9 July 2015 62,222 62,222,223
At 31 March 2016 1,647,068 1,647,068,167
During the year ended 31 March 2017 the Company issued ordinary shares of 0.1p
each as follows:
Date Reason for issue Shares issued
£ Number
08.08.16 Placing 93,333 93,333,340
22.09.16 Placing 10,417 10,416,667
103,750 103,750,007
During the year ended 31 March 2016 the Company issued ordinary shares of 0.1p
each as follows:
Date Reason for issue Shares issued
£ Number
09.07.15 PrimaryBid placing 62,222 62,222,223
62,222 62,222,223
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.
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 31 July 2017 the Company granted a total of 13,000,000 new share options to
certain scientific, sales and marketing consultants to the Company. The
options have an exercise price of 0.52 pence, being the closing mid-market
price on 28 July 2017. The options are exercisable between 3 and 10 years from
date of grant and are subject to performance criteria, including share price
appreciation. The Company believes the grant of these new options will closely
align the interests of the scientific, sales and marketing consultants to the
Company with those of shareholders.
Following the issue of the new Options on 31 July 2017 the total number of
Ordinary Shares under option which could be issued if all of the performance
criteria are met is 151,617,620 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 2017 the number of ordinary shares subject to options granted over
the 2005 and prior option schemes were:
EMI options
31 March 2017 31 March 2016
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 0.77 - 56,078,090 0.77 - 56,078,090
Outstanding at the end of the year 0.77 - 56,078,090 0.77 - 56,078,090
The exercise price of EMI options outstanding at the end of the year ranged
between 0.59p and 1.85p (2016: 0.59p and 1.85p) and their weighted average
contractual life was 3.3 years (2016: 4.3 years).
Of the total number of EMI options outstanding at the end of the year,
56,078,090 (2016: 49,078,090) had vested and were exercisable at the end of
the year. Their weighted average exercise price was 0.77 pence (2016: 0.74
pence).
Unapproved options
31 March 2017 31 March 2016
Weightedaverageexercise price(pence) Number Weightedaverageexercise price(pence) Number
Outstanding at the beginning of the year 1.19 62,539,530 1.20 62,145,845
Granted during the year 0.92 20,000,000 0.49 2,500,000
Cancelled during the year - - 0.66 (2,106,315)
Outstanding at the end of the year 1.12 82,539,530 1.19 62,539,530
The exercise price of unapproved options outstanding at the end of the year
ranged between 0.49p and 1.85p (2016: 0.49p and 1.85p) and their weighted
average contractual life was 6.3 years (2016: 6.2 years).
Of the total number of unapproved options outstanding at the end of the year,
50,039,530 (2016: 43,039,530) had vested and were exercisable at the end of
the year. Their weighted average exercise price was 1.32 pence (2016: 1.38
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:
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
03-Sep-15 0.49 2,500,000 0.49 66% 0.80% 10 0.350
30-Dec-16 0.92 20,000,000 0.92 151% 0.53% 10 0.857
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 £44,134 (2016: £70,269) all of which related to equity
settled share-based payment transactions.
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 2017 16,648,471 26,200 6,599,174 (24,561,989) (1,288,144) (437,788) (1,725,932)
At 31 March 2016 16,503,221 26,200 6,599,174 (24,226,036) (1,097,441) (406,789) (1,504,230)
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 premium Amount subscribed for share capital in excess of nominal value, less the related costs of share issues.
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. SiS (Science in Sport) Limited was demerged from Provexis with effect from 9 August 2013 by way of a capital reduction demerger and transferred to a newly incorporated parent company, Science in Sport plc.
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 2017 amounted to £Nil (2016: £Nil). Pension contributions
payable but not yet paid at 31 March 2017 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 (2016: £3,871).
20. 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.
Revenue recognised by the Group under agreements with DSM amounted to £198,228
(2016: £90,549). At 31 March 2017 the Group was owed £Nil (2016: £Nil) by
DSM.
On 2 August 2016 as part of a placing announcement the Group announced that
the Company's Chairman Dawson Buck had given a stated intention to subscribe
to 10,416,667 shares at a subscription price of 0.24p totalling £25,000, with
his formal commitment to and payment for the subscription to take effect in
September 2016 immediately after publication of the Company's annual report
and accounts.
On 15 September 2016, after the publication of the Company's 2016 annual
report and accounts, the Company duly announced it had raised £25,000 via a
placing of 10,416,667 new ordinary shares of 0.1p each at 0.24p per share with
the Company's Chairman Dawson Buck. The shares were admitted to AIM on 22
September 2016.
Key management compensation
The directors represent the key management personnel. Details of their
compensation and share options are given in note 6. At 31 March 2017 the
Company's Chairman Dawson Buck was owed £7,698, and the Company's Finance
Director Ian Ford was owed £8,559. The Company settled its liabilities to
Dawson Buck and Ian Ford in April 2017.
21. Events after the reporting period
On 10 May 2017 the Group announced it had raised proceeds of £350,000 via the
placing of 70,000,000 new ordinary shares of 0.1p each at a gross 0.50p per
share with investors. The placing shares were admitted to AIM on 16 May 2017.
On 31 July 2017 the Group announced it had raised proceeds of £322,100 via the
placing of 64,420,000 new ordinary shares of 0.1p each at a gross 0.50p per
share with investors. The placing shares were admitted to AIM on 4 August
2017.
This information is provided by RNS
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