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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Amryt Pharma Plc | LSE:AMYT | London | Ordinary Share | GB00BKLTQ412 | ORD 6P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 143.00 | 151.00 | 170.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMAMYT
RNS Number : 6765A
Amryt Pharma PLC
09 June 2016
09 June 2016
Amryt Pharma plc
("Amryt" or the "Company")
Financial Results for the nine months ended 31 December 2015
Amryt Pharma plc (AIM: AMYT, ESM: AYP), the clinical stage specialty pharma company focused on best in class treatments for orphan diseases, is pleased to present the financial statements of the Company covering the nine month period ended 31 December 2015.
Amryt was admitted to trading on AIM and Ireland's ESM post period end on 19 April 2016 following the reverse takeover of Fastnet Equity Plc.
Harry Stratford, Non-Executive Chairman of Amryt, commented:
"The reverse takeover of Fastnet Equity plc was an important strategic milestone in realising the Company's vision of becoming a significant player in the underserved orphan disease market. Amryt is focused on building a diversified portfolio of commercially attractive, propriety new drugs targeting best in class performance to help address some of these rare and debilitating illnesses for which there are currently no available treatments."
"We are very excited by the prospects of our lead product Episalvan(R), a potential treatment for a rare, debilitating hereditary skin disorder called Epidermolysis Bullosa (EB) where we expect to initiate a pivotal study around the year end. We believe the product has been meaningfully de-risked following its European approval earlier this year for the treatment of Partial Thickness Wounds (PTWs)."
Period Highlights
Operational
-- Concluded detailed asset review of the Company's Oil & Gas portfolio and, in light of the rapidly deteriorating economic conditions, executed the transition to an investment company to acquire businesses within the healthcare sector
-- Demerged the Company's Oil & Gas subsidiaries into a standalone company, Fastnet Hydrocarbons Limited resulting in the Company no longer having any on-going interest or further cost exposure in respect of its legacy Oil & Gas portfolio
Financial
-- EUR12.6m cash balance at 31 December 2015 (EUR15.2m at 31 March 2015)
-- Net loss for the 9 month period of EUR2.5m (12 months to 31 March 2015: loss of EUR36.0m which comprises general and administrative costs of EUR1.3m and discontinued oil and gas operations of EUR1.2m
-- Change of the functional currency of Company to EUR from US$ and change of accounting reference date to 31 December 2015
Post Period Highlights-transformation into a specialty pharma company
Operational
-- Reverse takeover of Amryt Pharmaceuticals DAC through the issue of 123,495,095 new ordinary shares, with the resulting company renamed Amryt Pharma plc
-- 8 for 1 share consolidation resulting in 43,171,134 new ordinary shares of 1p
-- Appointment of a highly experienced Board and management team, as part of the admission of Amryt to trading on AIM and ESM
-- Following completion to the transaction the enlarged group:
o Consists of the wholly owned subsidiaries Birken AG and SomPharmaceuticals
o Has an EU approved drug for the treatment of partial thickness wounds and a promising pipeline of orphan drug candidates for epidermolysis bullosa, acromegaly and Cushing's disease.
Financial
-- Completion of placing raising gross proceeds of GBP10.0 million (EUR12.6 million) through the issue of 41,673,402 new ordinary shares at 24 pence per share
-- EUR12.6 cash balance at 31 May 2016
Following the results announcement, the Company will host a conference call at 9:00 am (UK):
UK Toll-Free Number: 08082370030
Ireland Toll-Free Number: 1800 936 842
Pin Code: 35089263#
URL:https://arkadinevent.webex.com/arkadinevent/onstage/g.php?MTID=e6b3858cd52ccdab7dfa32b7c5f32ef27
Event password: 673294
Enquiries:
Amryt Pharma plc C/o FTI Consulting Joe Wiley, CEO Rory Nealon, CFO/COO Shore Capital +44 (0) 20 7408 4090 Nomad and Joint Broker Bidhi Bhoma, Edward Mansfield Davy +353 (1) 679 6363 ESM Adviser and Joint Broker John Frain, Anthony Farrell Stifel +44 (0) 20 7710 7600 Joint Broker Jonathan Senior, Ben Maddison FTI Consulting +44 (0) 20 3727 1000 Simon Conway, Brett Pollard
Chairman's Statement
Introduction
I am pleased to present the financial statements of Amryt Pharma plc (the "Company" or "Amryt") covering the nine months ended 31 December 2015. The last 15 months have been truly transformational for the Company. Having being mandated by the shareholders of the Company to exit the oil and gas industry and pursue opportunities in the healthcare sector the Company successfully completed the acquisition of Amryt Pharmaceuticals DAC which, through its wholly owned subsidiaries Birken AG ("Birken") and SomPharmaceuticals ("SOM"), have a revenue generating cosmetic product, an EU approved drug, and are developing other products that offer significant potential in the orphan drug space.
Reverse Takeover of Fastnet Equity plc by Amryt Pharmaceuticals DAC
Following a general meeting of the Company on 28 August 2015, Fastnet Oil & Gas plc shareholders approved a fundamental change in business and the implementation of a new investing policy focussed on acquiring businesses in the healthcare sector ("Investing Policy"). During this process, in December 2015, I was appointed to the Board to add my sectoral experience and to help guide the Company in its new direction. Before the period end 2015, the demerger of the residual oil and gas operations was completed opening the way for all the Company's resources to be dedicated to the successful implementation of the Investing Policy. The Board assessed numerous opportunities in order to identify a shareholder accretive deal and this successfully culminated in the reverse takeover of Fastnet Equity plc by Amryt Pharmaceuticals DAC, which the Company's shareholders approved at a general meeting on 18 April 2016. The Company was renamed Amryt Pharma plc on the same date.
Amryt will focus on building, developing and subsequently monetising a commercially attractive pipeline of drug candidates focused on treating orphan diseases. The orphan drug sector is a growing and commercially attractive segment of the pharmaceutical market, with worldwide orphan drug sales forecast to total US$176bn and account for 19.1% of global prescription sales by 2020. The acquisition of Birken and SOM has secured access to promising potential orphan drug candidates for epidermolysis bullosa ("EB"), acromegaly and Cushing's disease.
In January 2016, our lead product, Episalvan(R), was approved by the European Commission for the treatment of partial thickness wounds ("PTW") and has been granted US and EU Orphan Drug Designation for EB. The current EU approval of Episalvan(R) for PTW, in the Board's view, substantially de-risks the future development and approval of the product for the treatment of EB, a rare and distressing genetic skin disorder affecting young children for which there is currently no treatment. This approval would unlock a significantly larger worldwide market estimated to be worth US$1.5 billion per year. The funds raised as part of the reverse acquisition process will help accelerate the Phase III EB trials which are due to start in Q1 2017. Other opportunities exist for the Company both through the development of earlier stage products for the treatment of acromegaly and Cushing's disease.
Amryt Team
The Board has undergone significant change since the reverse takeover by Amryt Pharmaceuticals DAC and I would like to thank Michael Nolan and Michael Edelson, who departed as directors upon the completion of the reverse takeover, for their invaluable work with me on Fastnet Equity plc and also for their work over the years as part of the old oil and gas business. Amryt's new Board has significant healthcare and public company experience and working alongside me are:
-- Joseph Wiley, the CEO of Amryt and founder of Amryt Pharmaceuticals DAC, has spent over 20 years in the healthcare sector, having initially trained as a medical doctor and subsequently worked in both healthcare investment and operational roles in the pharmaceutical industry.
-- Rory Nealon, the CFO/COO of Amryt, is a qualified chartered accountant with over 15 years' experience at CFO/COO level in listed businesses, 13 of which are in the healthcare industry.
-- Ray Stafford was previously Executive Vice President of Global Marketing for Forest Laboratories which was listed on NYSE prior to being acquired for c. $28bn.
-- James Culverwell is an expert on the pharmaceutical industry and was previously head of European pharmaceutical equity research at Merrill Lynch in London.
-- Cathal Friel, who continues as a director, was the founder of Fastnet Oil & Gas plc and of Raglan Capital Limited and has considerable corporate finance and entrepreneurial experience.
The Board's depth of skills and experience will be of considerable value as Amryt continues to develop and grow.
I am also delighted to welcome Michele Bellandi to the Amryt executive team as Chief Commercial Officer. Michele joins us from Shire where he was the head of commercial operations for Europe. His depth of experience in the commercialisation of orphan products is a significant asset to the Company.
On behalf of the Board, I would like to thank all the employees of Amryt, led by Joseph Wiley and his executive team, for their commitment and contribution and look forward to an exciting future as Amryt delivers on its strategy.
Orphan Drug Opportunity
The Board believes that the orphan drug sector represents a significant opportunity for Amryt. Currently there are 7,000 orphan diseases, which affect 1 in 10 of the global population. Drugs with orphan designation are usually fast-tracked to market. The lower phase III trial costs, smaller trial sizes, higher price point and long term marketing exclusivity granted in both the EU and US makes it a uniquely attractive market segment. This is reflected in the forecasted sector growth figures with expected prescription sales to total US$176bn by 2020 accounting for 19.1% of all worldwide prescription sales. Amryt is well positioned to benefit from this forecasted growth through the medium term development of its EU and US orphan drug designated Episalvan.
Corporate and Financial
The results for the current period relate to the exit of the business from the oil and gas sector. During the period the Board significantly reduced operational costs to preserve funds and give the Company the best chance possible to secure an attractive new business opportunity for shareholders. Going forward, the Company has no further exposure to the past oil and gas operations and the management team are free to devote all their time and attention to the successful development of its current product portfolio. The residual oil and gas assets have been transferred to a separately managed, low cost trust structure designed to allow the search for a buyer of the assets to continue. This presents shareholders of the Company, as at close of business on 16 December 2015, with an opportunity to benefit if a buyer for the assets can be secured.
In April 2016, as part of the reverse takeover, the Company successfully raised GBP10 million (cEUR12.6 million) before costs which will allow the Company to progress its strategic objectives, including the start of the Phase III trials for EB. Through an 8 for 1 share reorganisation and the issue of new shares on the re-admission to trading on AIM and ESM the Company now has 208,339,632 new ordinary shares of 1p in issue.
Outlook
The Board believes that the orphan drug sector offers significant value creation opportunities for Amryt. With an exciting product portfolio targeting a large, growing market and a strong, experienced team, the Company is well placed for growth and to realise its vision of becoming a significant player in the orphan disease market.
The Board is excited by the Company's prospects and is confident of its ability to create shareholder value. I look forward to updating you on our progress over the coming months.
Harry Stratford
Non-executive Chairman
9 June 2016
Consolidated Statement of Comprehensive Income
For the period ended 31 December 2015
Hot Features
Premium
9 months 12 months
to to
31 December 31 March
2015 2015
EUR'000 EUR'000
---------------------------------------- ------------- ----------
Continuing operations
Revenue - -
Operational costs - -
---------------------------------------- ------------- ----------
Gross loss - -
General and administrative
costs (1,323) (1,922)
Other operating expenses (4) (4)
---------------------------------------- ------------- ----------
Total administrative expenses (1,327) (1,926)
Share based payments (40) (117)
Operating loss (1,367) (2,043)
Finance income 51 167
Net foreign exchange gain 6 9
---------------------------------------- ------------- ----------
Loss on ordinary activities
before taxation (1,310) (1,867)
Tax on loss on ordinary activities - -
---------------------------------------- ------------- ----------
Loss for the period/year from
continuing operations (1,310) (1,867)
Discontinued operations
Loss for the period/year from
discontinued operations attributable
to the equity holders of the
parent (1,173) (34,099)
---------------------------------------- ------------- ----------
Loss and total comprehensive
loss for the period/year attributable
to the equity holders of the
parent (2,483) (35,966)
---------------------------------------- ------------- ----------
Loss per share
Loss per share - basic and
diluted, attributable to ordinary
equity holders of the parent
(cent) (5.75) (83.31)
Loss per share - basic and
diluted, from continuing operations
(cent) (3.03) (4.32)
---------------------------------------- ------------- ----------
Consolidated Statement of Financial Position
As at 31 December 2015
31 December 31 March
2015 2015
EUR'000 EUR'000
------------------------------- ------------ ---------
Assets
Non-current assets
Property, plant and equipment - 7
Exploration and evaluation - -
assets
------------------------------- ------------ ---------
Total non-current assets - 7
------------------------------- ------------ ---------
Current assets
Trade and other receivables 283 157
Cash and cash equivalents 12,625 15,195
Total current assets 12,908 15,352
------------------------------- ------------ ---------
Total assets 12,908 15,359
------------------------------- ------------ ---------
Equity and liabilities
Equity attributable to owners
of the parent
Share capital 18,336 18,336
Share premium 35,221 35,221
Other reserves 1,721 1,882
Retained deficit (42,819) (40,537)
------------------------------- ------------ ---------
Total equity 12,459 14,902
------------------------------- ------------ ---------
Current liabilities
Trade and other payables 449 457
------------------------------- ------------ ---------
Total current liabilities 449 457
------------------------------- ------------ ---------
Total liabilities 449 457
------------------------------- ------------ ---------
Total equity and liabilities 12,908 15,359
------------------------------- ------------ ---------
Consolidated Statement of Cash Flows
For the period ended 31 December 2015
9 months 12 months
to to
31 December 31 March
2015 2015(1)
EUR'000 EUR'000
-------------------------------------- ------------- ----------
Cash flows from operating activities
Loss for the period/year -
continuing operations (1,310) (1,867)
Loss for the period/year -
discontinued operations (1,173) (34,099)
-------------------------------------- ------------- ----------
Loss after tax for the period/year (2,483) (35,966)
Depreciation - 5
Share based payment expense 40 117
Impairment of exploration and
evaluation assets 330 33,117
Impairment of loans advanced 660 -
Gain on disposal of subsidiaries (17) -
Finance income (51) (167)
Net foreign exchange differences (9) (4)
Movement in working capital:
Decrease/(increase) in trade
and other receivables 69 (87)
Decrease in trade and other
payables (8) (449)
Net cash flow (used in)/from
operating activities (1,469) (3,434)
-------------------------------------- ------------- ----------
Cash flow from investing activities
Expenditure on exploration
and evaluation assets (330) (15,785)
Farm-in proceeds - 18,471
Net cash outflow on disposal (635) -
of subsidiaries
Bank interest received 51 167
Net cash flow from/(used in)
investing activities (914) 2,853
-------------------------------------- ------------- ----------
Cash flow from financing activities
Prepaid costs of reverse takeover (196) -
Net cash flow from financing (196) -
activities
-------------------------------------- ------------- ----------
Net change in cash and cash
equivalents (2,579) (581)
Exchange and other movements 9 4
Cash and cash equivalents at
beginning of period/year 15,195 15,772
-------------------------------------- ------------- ----------
Cash and cash equivalents at end of period/year 12,625 15,195 -------------------------------------- ------------- ----------
Statement of Changes in Equity
For the period ended 31 December 2015
Share Reverse
Share based asset
capital Share payment Merger acquisition Capital Retained Total
premium reserve reserve reserve reserve deficit
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
------------------ ---------- ---------- --------- --------- ------------- --------- ----------- ---------
Balance
at 1 April
2014 18,336 35,221 1,434 10,388 (10,187) 7 (4,571) 50,628
Total
comprehensive
loss for
the year - - - - - - (35,966) (35,966)
Share
based
payments - - 240 - - - - 240
Balance
at 31
March
2015 18,336 35,221 1,674 10,388 (10,187) 7 (40,537) 14,902
------------------ ---------- ---------- --------- --------- ------------- --------- ----------- ---------
Balance
at 1 April
2015 18,336 35,221 1,674 10,388 (10,187) 7 (40,537) 14,902
Total
comprehensive
loss for
the period - - - - - - (2,483) (2,483)
Reserve
movement
on disposal
of subsidiaries - - - (10,388) 10,187 - 201 -
Share
based
payments - - 40 - - - - 40
Balance
at 31
December
2015 18,336 35,221 1,714 - - 7 (42,819) 12,459
------------------ ---------- ---------- --------- --------- ------------- --------- ----------- ---------
Notes
1a General information
Amryt Pharma plc (formerly Fastnet Equity plc) ("Amryt" or the "Company") is a company incorporated in England and Wales. Details of the registered office, the officers and advisers to the Company are presented on the Company Information page at the end of this report. The Company's offices are in Dublin and London. The Company is listed on the AIM market of the London Stock Exchange (ticker: AMYT.L) and the Enterprise Securities Market of the Irish Stock Exchange (ticker: AYP). The principal activity of the Company up to 28 August 2015 was oil and gas exploration. At a general meeting of the Company on 28 August 2015, a fundamental change of business and investing policy was approved by the shareholders of the Company. The investing policy was to acquire companies or businesses in the healthcare sector. On the 18 December 2015 all remaining oil and gas assets were ring-fenced in a trust structure and subsequent to period end on 18 April 2016 the reverse takeover of the Company by Amryt Pharmaceuticals DAC was approved at a general meeting of the Company. At that date the Company was renamed Amryt Pharma plc.
1b Basis of preparation
The Group's financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations, issued by the International Accounting Standards Board ("IASB") as endorsed for use in the EU and those parts of the Companies Act 2006 that are applicable to companies that prepare their financial statements under IFRS.
The financial information for the periods ended 31 December 2015 and 31 March 2015 does not constitute statutory accounts as defined by section 435 of the Companies Act 2006 but is extracted from the audited accounts for those periods. The 31 March 2015 accounts have been delivered to the Registrar of Companies. The 31 December 2015 accounts will be delivered to Companies House within the statutory filing deadline. The auditors have reported on those accounts. Their report was unqualified and did not contain statements under Section 498 (2) of (3) of the Companies Act 2006.
Change of Accounting Reference Date
Following the completion of the reverse takeover of the Company on 18 April 2016, the Company changed its accounting reference date and financial year end from 31 March to 31 December. This was to align the reporting periods of the Company with those of the main operating subsidiaries, Amryt Pharmaceuticals DAC and Birken AG.
Change in Functional Currency
IAS 21 "The Effects of Changes in Foreign Exchange Rates", describes functional currency as "the currency of the primary economic environment in which an entity operates". In the prior period the functional and presentation currency was determined across all Group companies to be US$.
Having considered the aggregate effect of all relevant factors, the Directors have concluded that EUR is now the appropriate functional currency of the Company with the change effective from 31 October 2015. This reflects the fact that EUR has become the predominant currency in the economic environment in which the Company operates. All funding requirements are received by the Company in Pounds Sterling ("GBP") with funds received translated on receipt to EUR to fund operations. In line with IAS 21 when there is a change in an entity's functional currency the change should take place with effect from the date the Company determined that the characteristics required to identify the functional currency had changed. The Company determined that this change occurred during Q3 2015 and is effective for accounting purposes from 1 November 2015. When there is a change in an entity's functional currency all items are translated into the new functional currency using the exchange rate at the date of the change. The exchange rate used at the date of the conversion was US$1.00:EUR0.905.
Change in Presentation Currency
In addition to the change in functional currency, the Group has changed the presentation currency used for the financial statements of the Group from US$ to EUR, EUR being the primary currency of economic environment in which the Group operates. Prior year balances have been translated at the exchange rate of US$1.00:EUR0.905. In the use of this exchange rate, which is the rate used on the translation of the Company's financial statements at 31 October 2015 following the change in functional currency, the movements in the relevant exchange rates in the prior periods were reviewed and the conversion of the balances in accordance with the requirements for a change in accounting policy as set out in IAS8 "Accounting Policies, Changes in Accounting Estimates and Errors" was considered. The movements in the relevant exchange rates were not considered to be significant. The Directors have determined that the comparability of the prior period balances would not be enhanced by using a method of conversion other than that which was adopted by the Company.
2 Segmental information
In the prior year financial statements the business of the Company was presented in one business area, oil and gas exploration. The oil and gas exploration business area was discontinued during the period and all results and cash flows of the oil and gas subsidiaries disposed of, being Fastnet Oil and Gas (Ireland) Limited and Pathfinder Hydrocarbon Ventures Limited, have been reclassified as discontinued. This has resulted in a single business area, head office activities, being recognised. Following these changes the single business area and the geographical information for the UK & Ireland are aligned and as a result only a single set of segmental information is presented.
Segment information of the Group is presented below:
9 months to 31 December 2015 12 months to 31 March 2015
---------------------------------------------- -----------------------------------------------
Discontinued Discontinued
UK & Ireland Operations Total UK & Ireland Operations Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
Income Statement
Revenue - - - - - -
G&A costs (1,323) (200) (1,523) (1,923) (970) (2,893)
Impairment charges - (973) (973) - (33,117) (33,117)
Other operating
expenses (4) - (4) (3) (7) (10)
Share based
payments (40) - (40) (117) - (117)
Operating loss (1,367) (1,173) (2,540) (2,043) (34,094) (36,137)
Finance revenue 51 - 51 167 - 167
Net foreign
exchange gain 6 - 6 9 (5) 4
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
Loss before
taxation (1,310) (1,173) (2,483) (1,867) (34,099) (35,966)
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
Assets and
Liabilities
Current assets 12,908 - 12,908 15,261 91 15,352
Non-current assets - - - - 7 7
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
Total Segment
Assets 12,908 - 12,908 15,261 98 15,359
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
Current
liabilities (449) - (449) (205) (252) (457)
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
Total Segment
Liabilities (449) - (449) (205) (252) (457)
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
12,459 - 12,459 15,056 (154) 14,902
------------------- --------------- ------------------- -------- --------------- ------------------- ---------
3 Loss per share - basic and diluted
The Group presents basic and diluted loss per share ("LPS") data for its Ordinary Shares. Basic LPS is calculated by dividing the loss attributable to Ordinary Shareholders of the Company by the weighted average number of Ordinary Shares outstanding during the year. Diluted LPS is determined by adjusting the loss attributable to Ordinary Shareholders and the weighted average number of Ordinary Shares outstanding for the effects of all dilutive potential Ordinary Shares, which comprise warrants and share options granted by the Company.
The calculation of loss per share is based on the following:
9 months to 12 months to
31 December 31 March
2015 2015
---------------------------------------------------------------------------------------- ------------- -------------
Loss after tax attributable to equity holders of the parent from continuing operations
(EUR'000) (1,310) (1,867)
Loss after tax attributable to equity holders of the parent from discontinued
operations (EUR'000) (1,173) (34,099)
---------------------------------------------------------------------------------------- ------------- -------------
Loss after tax attributable to equity holders of the parent (EUR'000) (2,483) (35,966)
Weighted average number of Ordinary Shares in issue (A) 43,171,134 43,171,134
Fully diluted average number of Ordinary Shares in issue (A) 43,171,134 43,171,134
---------------------------------------------------------------------------------------- ------------- -------------
Basic and diluted loss per share (cent) - continuing operations (3.03) (4.32)
---------------------------------------------------------------------------------------- ------------- -------------
Basic and diluted loss per share (cent) - discontinued operations (2.72) (78.99)
---------------------------------------------------------------------------------------- ------------- -------------
Basic and diluted loss per share (cent) (5.75) (83.31)
---------------------------------------------------------------------------------------- ------------- -------------
(A) The share number used in the LPS calculation is the post period end share consolidation amount - see note 4 for details.
Where a loss has occurred, basic and diluted LPS are the same because the outstanding share options and warrants are anti-dilutive. Accordingly, diluted LPS equals the basic LPS. The share options and warrants outstanding as at 31 December 2015 totalled 10,459,726 (31 March 2015: 20,397,423) and are potentially dilutive.
4 Share capital
Details of ordinary shares of 1p each issued are in the table below:
Total Share Capital Total Share Premium
Date Number of ordinary shares EUR'000 EUR'000
------------------------------------- -------------------------- -------------------- --------------------
At 31 March 2015 & 31 December 2015 43,171,134 18,336 35,221
------------------------------------- -------------------------- -------------------- --------------------
On 19 April 2016, every 8 ordinary shares of par value 3.8p in the Company at close of business on 18 April 2016 (total shares 345,369,071) became 1 new ordinary share of par value 1p (total shares 43,171,134) and 1 deferred share of par value 29.4p (total shares 43,171,134). The rights attaching to the new ordinary shares of 1p will be identical in all respects to those of the old ordinary shares of 3.8p.
The deferred shares created are effectively valueless as they will not carry any rights to vote or dividend rights. In addition, holders of deferred shares will only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of ordinary shares of 1p each have received a payment of GBP10,000,000 on each such share. The deferred shares are not and will not be listed or traded on the Official List, AIM, the ESM or any other investment exchange and are only transferable in limited circumstances.
5 Share-based payments
The Company has issued share options as an incentive to certain senior management and staff. In addition the Company has issued warrants to key consultants, advisers and suppliers in payment or part payment for services or supplies provided to the Group. All share options and warrants were granted under individual agreements as no company scheme was in place during the periods when the share options and warrants were granted. The share options and warrants outstanding at period end are not subject to any vesting conditions.
Apart from the Share Appreciation Rights described below, each share option and warrant converts into one Ordinary Share of Amryt Pharma plc on exercise and are accounted for as equity-settled share-based payments. The options and warrants may be exercised at any time from the date of vesting to the date of their expiry. The equity instruments granted carry neither rights to dividends nor voting rights.
Share options and warrants in issue:
Share Options(1) Warrants(1)
------------------------------------------ -------------------------------------------
Weighted average exercise Weighted average exercise
Units price Units price
----------------------------- ------------ ---------------------------- ------------ -----------------------------
Balance at 1 April 2014 10,355,327 17.6p 7,292,096 15.6p
Granted during the year 7,750,000 9.0p - -
Lapsed during the year (5,000,000) 14.0p - -
Balance at 31 March 2015 13,105,327 15.1p 7,292,096 15.6p
----------------------------- ------------ ---------------------------- ------------ -----------------------------
Exercisable at 31 March 2015 8,605,327 9.5p 7,292,096 15.6p
----------------------------- ------------ ---------------------------- ------------ -----------------------------
Balance at 1 April 2015 13,105,327 15.1p 7,292,096 15.6p
Lapsed during the period (6,577,697) 19.8p (3,360,000) 19.0p
Balance at 31 December 2015 6,527,630 10.5p 3,932,096 12.8p
----------------------------- ------------ ---------------------------- ------------ -----------------------------
Exercisable at 31 December
2015 6,527,630 10.5p 3,932,096 12.8p
----------------------------- ------------ ---------------------------- ------------ -----------------------------
(1) Following the post period end share consolidation, as described in note 4, all existing rights attached to share options and warrants were amended to reflect the new share structure. The rights are now over Amryt Pharma plc new ordinary shares of 1p, with the units divided by a factor of 8 and the exercise price increased by a factor of 8.
The fair value is estimated at the date of grant using the Black-Scholes pricing model, taking into account the terms and conditions attached to the grant. The following are the inputs to the model for the equity instruments granted during the previous year:
Options
Ranges
---------------------- ------------
Expected life in
days 1,461-1,825
Volatility 49%-56%
Risk free interest 1.80%-1.84%
rate
Share price at grant 5.7p-10.75p
---------------------- ------------
During the prior year a total of 7,750,000 share options exercisable at a weighted average price of GBP0.09 were granted. The fair value of share options granted during the prior year was EUR93,000. The share options outstanding as at 31 December 2015 have a weighted remaining contractual life of 1.9 years with exercise prices ranging from GBP0.038 to GBP0.15.
The warrants outstanding as at 31 December 2015 have a weighted remaining contractual life of 1.1 years with exercise prices ranging from GBP0.11 to GBP0.14.
The value of share options and warrants charged to the Statement of Comprehensive Income during the period is as follows:
9 months to 12 months to
31 December 2015 31 March
2015
EUR'000 EUR'000
--------------------------- ------------------ -------------
Share options 40 188
Warrants - -
Share appreciation rights - (71)
--------------------------- ------------------ -------------
Total 40 117
--------------------------- ------------------ -------------
In addition to the above charges, a further EUR52,000 was capitalised to intangible assets during the prior year.
Share Appreciation Rights
The Company issued Share Appreciation Rights ("SAR") to a non-executive Director that required the Company to pay the intrinsic value of the SAR to the Director at the date of exercise. The SAR lapsed during the period unvested.
6 Capital commitments and contingencies
On 16 October 2015, the Company signed non-binding heads of terms with Amryt Pharmaceuticals DAC ("Amryt DAC"), for the acquisition of Amryt DAC's entire issued and to be issued share capital. The acquisition was completed on 18 April 2016 and on the same date Amryt Pharmaceuticals DAC completed the acquisitions of Birken AG ("Birken") and SomPharmaceuticals ("SOM"), for consideration satisfied by the issue of new ordinary shares in the Company. To complete the acquisition of Amryt DAC a total of 123,495,095 new ordinary shares of 1p in the Company at an issue price of 24p were issued ("Consideration Shares"). The total consideration settled for the acquisition was GBP29.64 million (EUR37.48 million).
Som acquisition
Amryt DAC entered into conditional stock purchase agreements to acquire SomPharmaceuticals S.A and SomTherapeutics, Corp on 15 December 2015 and 4 December 2015 respectively ("Som SPAs"). The aggregate consideration payable under the Som SPAs was US$4.25 million which was satisfied by the issue of US$4.15 million in new ordinary shares in Amryt DAC and US$100,000 in cash to the shareholders of SOM. The SOM SPAs were completed on 18 April 2016. The SOM sellers received 12,277,102 of Consideration Shares for their shareholding in Amryt DAC.
Birken acquisition
Amryt DAC signed a conditional SPA to acquire Birken on 16 October 2015 (the "Birken SPA"). The Birken SPA was completed on 18 April 2016. Under the terms of the Birken SPA the shareholders in Birken received:
-- An initial payment of EUR1 million (this was paid by Amryt DAC prior to its acquisition by the Company)
-- Milestone payments totalling up to EUR50 million payable on achieving certain regulatory approvals and sales targets in relation to Episalvan and other betulin products. EUR10 million of which was paid in April 2016 on the successful completion of the reverse takeover of the Company by Amryt DAC;
-- Royalties of 9% on sales of Episalvan products for 10 years from first commercial sale; and
-- Shares in Amryt DAC to equate to a 30% equity shareholding prior to the acquisition of Amryt DAC by the Company. The Birken sellers received 37,048,612 in Consideration Shares for their shareholding in Amryt DAC.
7 Events after the reporting period
On the 19 April 2016 the Company commenced trading on AIM and ESM under the name Amryt Pharma plc. This followed the successful reverse takeover of Fastnet Equity plc by Amryt Pharmaceuticals DAC ("Amryt DAC"), the renaming of the resulting company as Amryt Pharma plc and a placing of 41,673,402 new ordinary shares at 24 pence per new ordinary share, par value 1p, to raise GBP10.0 million (EUR12.6 million) before expenses. On admission, the Company had 208,339,631 ordinary shares. On the same date the Company changed its financial reporting year end from 31 March to 31 December.
Amryt Pharmaceuticals DAC was incorporated in August 2015 as a platform to acquire, build, develop and subsequently monetise a pipeline of patent protected, commercially attractive, proprietary drug candidates targeting best in class performance chosen to meet the Orphan Drug Designation criteria. In line with its strategy, Amryt Pharmaceuticals DAC entered into agreements, conditional, inter alia, on admission, to acquire the entire issued share capital of each of Birken and Som under the Birken SPA and Som SPAs respectively. Further information on Birken and Som is set out below.
Birken AG ("Birken") is a revenue generating pharmaceutical development and manufacturing company based in Germany that has developed a new therapy for the treatment of partial thickness wounds ("PTWs"). Birken was founded by Dr. Armin Scheffler and prior to acquisition had received EUR54 million of investment from the Software AG Stiftung Foundation, one of the largest charitable foundations in Germany. Birken's operations are based in the state of Baden-Württemberg.
SomPharmaceuticals S.A. ("Som") is a Swiss based biopharmaceutical company focused on developing novel somatostatin analogue ("SSA") peptide medicines for patients with rare neuroendocrine diseases with high unmet need. These disorders are caused by pituitary brain tumours that either overproduce growth hormone, leading to a disease known as acromegaly oradrenocorticotropic hormone, or cause a disease known as Cushing's disease. First line treatment for these patients is surgical removal of the tumour. However, in many patients, surgery is noncurative and they have persistent disease that requires an alternative pharmaceutical therapy such as SSAs.
The acquisition of Amryt DAC by the Company was effected by means of a share for share exchange. Accordingly, the premium in these shares will be accounted for under S612 Companies Act 2006.
The acquisition of both Birken and Som by Amryt DAC will be assessed by the Directors for their appropriate accounting treatment. As the acquisitions have only recently completed after the accounting period end, the Directors do not believe that they have sufficient information to reasonably calculate or disclose any provisional fair value figures. Details of the consideration for the acquisitions is included in note 6.
8 Annual Report and Annual General Meeting ("AGM")
The Annual Report for the period ended 31 December 2015 will be posted to shareholders on 10 June 2016 and will be available to download from the Company's website at www.amrytpharma.com on 10 June 2016.
Notice of the AGM will be posted to shareholders on 10 June 2016. The AGM will be held at noon on 7 July 2016 at The Cavendish Hotel, 81 Jermyn Street, St. James's, London SW1Y 6JF.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
June 09, 2016 02:00 ET (06:00 GMT)
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