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GDR Genedrive Plc

5.375
-0.25 (-4.44%)
Last Updated: 08:44:39
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Genedrive Plc LSE:GDR London Ordinary Share GB00B1VKB244 ORD 1.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.25 -4.44% 5.375 5.25 5.50 5.625 5.375 5.625 678,232 08:44:39
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Coml Physical, Biologcl Resh 55k -5.15M -0.0447 -1.20 6.18M

Genedrive PLC Preliminary Results (7517T)

17/10/2017 7:00am

UK Regulatory


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TIDMGDR

RNS Number : 7517T

Genedrive PLC

17 October 2017

For release: 17 October 2017

genedrive plc ("genedrive" or the "Company")

Preliminary Results

genedrive plc (AIM:GDR), the near patient molecular diagnostics company, today announces its audited Preliminary Results for the year ended 30 June 2017.

Financial Highlights

   --         Turnover of GBP5.8m, up 13.7% (2016: GBP5.1m) 

- Strong growth in Genedrive(R) development income to GBP2.6m (2016: GBP2.0m) principally driven by the US Department of Defense (DoD) biohazard programme

- Moderate increase in Service income to GBP3.2m (2016: GBP3.1m)

-- Trading loss improvement to GBP4.9m (2016: GBP5.4m) despite increased Research & Development and Administrative costs

-- Cash at 30 June 2017 of GBP5.1m (2016: GBP1.1m) post GBP6.0m equity fund raising in July 2016; 30 September 2017 cash of GBP4.2m (unaudited)

-- Loss for the year GBP6.4m, up 8.5% from GBP5.9m in the prior year reflecting an impairment charge and tax credit

Operational Highlights

   --         Proprietary Genedrive(R) Hepatitis C (HCV) test submitted for CE marking 

-- Continued positive progress with the US DoD biohazard identifier programme, including extension of programme into next phase

-- Successful field trials of Genedrive(R) aquaculture testing programme, performed in collaboration with the Centre for Environment, Fisheries and Aquaculture Science (Cefas)

-- Disappointing uptake of MTB/RIF assay in India, in part owing to sample preparation problems specific to MTB and commercial issues

-- Name change from Epistem Holdings Plc to genedrive plc and GBP6m raised from July 2016 placing - strategic focus on molecular diagnostics business opportunities

Post Year End

   --         CE marking obtained for Genedrive(R) HCV ID kit 

-- Genedrive yesterday announced that it has entered into a distribution agreement with Sysmex Europe for Genedrive(R) HCV ID kit in the EMEA region with an initial focus on Africa

-- Entered next stage of the US DoD biohazard programme, worth approximately $1.4m in development income and a further $0.5m in product sales all expected to be recognised in the current financial year

-- GBP0.6m conditional grant offer from Innovate UK to fund centrifuge free plasma separation device

Commenting on the results Chief Executive, David Budd said:

"During the year, we have continued to follow a disciplined approach to executing our strategy to become a near patient molecular diagnostics company. We achieved significant milestones particularly in HCV where the CE marked Genedrive(R) HCV ID kit positions the Company as first to market with an affordable and cost effective decentralised HCV test. With a strong commercial partner now in place for HCV in EMEA, we look forward to beginning commercialisation activities in certain markets for this important new assay. Overall, the Board is encouraged by the growing momentum in the business and the outlook for genedrive plc."

Conference call for analysts

A briefing for analysts will be held at 11:00am BST on 17 October 2017 at 85 Gresham Street, London, EC2R 7HE. There will be a simultaneous live conference call with Q&A and the presentation will be available on the Company's website at http://www.genedriveplc.com/.

Please visit the website approximately 10 minutes before the conference call to download the presentation slides. Conference call details:

Participant dial-in: 08006940257

International dial-in: +44 (0) 1452 555566

Participant code: 99057976

For further details please contact:

genedrive plc

David Budd: CEO +44 (0)161 989 0245

Matthew Fowler: CFO

Peel Hunt LLP

James Steel +44 (0)207 418 8900

Oliver Jackson

Consilium Strategic Communications

Chris Gardner +44 (0)203 709 5700

Matthew Neal

Laura Thornton

genedrive@consilium-comms.com

Notes to Editors

About genedrive plc

genedrive plc is a molecular diagnostics company developing and commercialising a low cost, rapid, versatile, simple to use and robust point of need molecular diagnostics platform for the diagnosis of infectious diseases and for use in patient stratification (genotyping), pathogen detection and other indications. The Genedrive(R) platform and MTB/RIF test have been launched in India and a Genedrive(R) HCV test has received CE-IVD Certification.

Further details can be found at: www.genedriveplc.com and www.genedrive.com

CHAIRMAN'S STATEMENT

I am pleased to report that 2016/17 has seen us make further progress on our journey to refocus the Company on the highly attractive opportunities which the Genedrive(R) diagnostics platform offers in the rapidly growing market for decentralised, near patient diagnostic tests.

Key Achievements

A major focus for the year was the development of our Genedrive(R) HCV ID Kit. With the advent of new 'curative' direct acting antiviral treatments for Hepatitis C (HCV), there is a major opportunity to tackle the global burden of the disease if accurate, decentralised diagnostics can be used to identify those living with HCV and give them access to therapy.

Our Genedrive(R) HCV ID Kit was submitted for CE registration in April 2017 based on excellent performance data from clinical validation studies. Post year end, I am delighted that we obtained CE marking, a vital first step to commercialization.

We are also delighted to have entered into a distribution agreement with Sysmex Europe to target the commercial HCV opportunity in Africa. The agreement covers the EMEA region with an initial focus on multiple countries in Africa. Working together the two companies will focus on securing the required regulatory approvals and we anticipate commercial traction during the 2017/18 financial year.

Other Activities

The pathogen detection programme with the US DoD contributed significantly to the current year revenues and included shipments of Genedrive(R) units and assays for field use testing. Post year end we also received confirmation that following successful evaluations, the programme will be entering its next phase, worth approximately $1.4m in development income and $0.5m in product sales to be recognised in the year to 30 June 2018.

As previously announced, we encountered a specific sample preparation problem relating to a supplier component in the MTB/RIF test. An alternative solution had been successfully tested in Indian laboratories however we have had difficulty assessing the impact of this through our commercial partner. In the light of these challenges, we are considering how best to address the Indian MTB/RIF market and the broader potential of Genedrive(R) in this area. As stated in the trading statement of 13 July 2017, no additional short term revenues were expected from MTB/RIF in India. However, the TB market is large and there is significant potential for Genedrive(R) .

Away from our core human healthcare focus, we enjoyed success with funded field trials of Genedrive(R) for white-spot disease detection in farmed shrimp. The results validated Genedrive's potential as a rapid cost-effective system for disease detection in animals. The Company however remains focused on the human health market and will only pursue this opportunity further if a commercial partner can be identified.

With modest investment, the Services division continued to contribute to the Group. Revenues and operating margin were up on the same period last year. The Board wishes to see the division divested and discussions are ongoing in order to pursue that as a strategic aim and thereby secure additional investment capital for Genedrive. While we remain optimistic that an appropriate divestment can be secured, we believe the division can continue to contribute to the Group should a sale not be secured.

Governance and People

Strong governance and values are vitally important to the success of the Company and the Board remains focused on ensuring its own effectiveness and that of the governance processes throughout the Company. The Board has recently gone through some changes. John Rylands, stepped down from the Board in November 2016 and we thank him for his excellent contribution to the Company and wish him well for the future. Matthew Fowler joined the Board on 13 December 2016 in his role as Chief Financial Officer. Matthew brings to the role strong business skills and extensive experience in listed businesses, which are already proving of great benefit to the Company.

On behalf of the Board, I would like to thank our staff and extend this thanks to our investors and customers for their commitment and support. We look forward to updating investors during the year on further progress and delivery against our strategic objectives.

Dr Ian Gilham

Chairman

CHIEF EXECUTIVE'S REVIEW

Overview

Our transition to a commercial stage diagnostics business is well underway. genedrive plc now has a clear strategic direction and the efforts of the Company are focused towards advancing our offerings as a disease detection business built around the Genedrive(R) platform. I am pleased with the progress made in the year but we are aware there are still challenges ahead of us for the Company to fully realise the considerable potential of Genedrive(R) .

Our Performance

Revenue for the period was GBP5.8m, up 13.7% from the GBP5.1m on the prior period. This year-over-year growth in revenue was driven by the Diagnostics division that saw revenue growth of 36.8% to GBP2.6m (2016: GBP1.9m). Our pathogen detection programme with the DoD was central to this growth with revenue of GBP2.2m, up GBP0.5m from 2016. Services revenue was GBP3.2m (2016: GBP3.1m), up 3.2%. We closed the year with GBP5.1m of cash (2016: GBP1.1m). Targeted investment of our cash resources remains vital as we assess and prioritise the various commercial and development opportunities before us.

The Genedrive(R) Platform - Strategic Progress

During the year we announced the successful studies on our HCV ID kit conducted at the Institut Pasteur, Paris and Queens University Nottingham. Following these successful studies that showed overall sensitivity of greater than 99% and specificity of 100%, the product was submitted for CE marking in April 2017. I am pleased that in September 2017 the product obtained its CE registration. With the HCV ID kit now CE registered we are in a position to begin commercialisation efforts. We have signed a distribution agreement with Sysmex Europe, a world leader in clinical laboratory systemization and solutions, for the EMEA with an initial focus on Africa. Working together, the companies will now focus on securing the required regulatory approvals in individual territories of Africa and we anticipate commercial traction during the 2017/2018 financial year. This agreement is an important step to providing access to Genedrive(R) across target countries in Africa and we are delighted to be working with Sysmex Europe who have the experience and networks needed to market and commercialise the product.

Our Genedrive(R) HCV ID kit will initially be launched and sold into decentralised laboratories; being facilities outside of large hospitals. Our test is performed from plasma, which is currently isolated from whole blood using a centrifuge. As direct acting antiviral use increases in the future, we anticipate an increased demand for diagnostics in even smaller, point-of-need facilities. To support future positioning in this user segment, the Company has secured a GBP0.6m conditional offer of development funding from Innovate UK. The grant will be used to further our Centrifuge Free Plasma Separation device concept, so that smaller facilities without centrifuges can also use Genedrive(R) HCV ID. We also intend to refine, improve and simplify other aspects of the HCV test to make it even more suitable for point of need testing to maximize its commercial potential.

Commercialisation of our MTB test in India has continued to be challenging in the past year, primarily owing to a component issue in the sample preparation process specific to that test, but also compounded by commercial issues. We believe we have resolved the problem but, until validated in the field, revenues are not expected in the short term. The market dynamics of MTB have not changed since genedrive plc identified the opportunity, the market is large and well defined and there is significant potential in smaller laboratories. However, with the benefit of experience acquired in the field, we are considering how best to address the Indian market and the broader potential of Genedrive(R) MTB/RIF in this area. It is possible that to fully exploit the potential of MTB we may need to more fully refine our sample preparation processes before re-engaging the market.

The programme with the DoD has seen continued success. This work involves collaboration with the DoD to develop biohazard tests for Genedrive(R) in the context of a small portable diagnostics device capable of deployment in the field. The work not only validates Genedrive(R) as a flexible and accurate diagnostics device, it has helped to fund important developments such as Bluetooth connectivity and uninterruptible power supply that will benefit customer adoption. The DoD has not indicated the intended future sustained use of Genedrive(R) and as such it is not possible for us to predict future commercial revenues. However, post year end an additional funding award was made to support the continuation of the project and an award was made to support ongoing validation work. This additional funding is expected to generate approximately $1.4m in development and commercial income of $0.5m for the financial year to 30 June 2018.

Services Operations

As previously stated, we have been seeking strategic alternatives for our Services business including considering divestment. We have yet to secure a disposal although discussions are ongoing but should a divestment on acceptable terms not be possible, we remain flexible to the division being retained within the Company. We do believe that focusing our efforts on Genedrive(R) should remain a core strategic priority.

Revenues from our larger US based programmes were slightly down in the year, 8.8%, but the decline is owing to the life-cycle of the projects as opposed to underlying trends in the market. Conversely European business enjoyed a good period of growth, 17.8% year over year. The growth was delivered from a growing number of programmes with smaller customers, and was aided by improvements to our marketing, contacts and relationship management.

Outlook

We are now entering a defining period for genedrive plc. The CE marked Genedrive(R) HCV ID kit positions the Company as first to market with an affordable and cost-effective HCV test. In the current financial year, we will be working with our distribution partner(s) to begin commercialisation efforts and secure requisite regulatory approvals. While we have challenges with MTB our experience in the market and successes with the DoD and CEFAS projects underline the potential of the Genedrive(R) as a flexible, portable and cost-effective platform for decentralised molecular diagnostics. To more fully realise that potential, particularly outside decentralised laboratories at point of care, we intend to focus some development work on refining, improving and simplifying product workflow. This will maximise the commercial potential in HCV and in other infectious diseases including MTB. The Board is encouraged by the growing momentum in the business and the outlook for genedrive plc.

FINANCIAL REVIEW

Results for the year delivered revenue and other income of GBP5.8m (2016: GBP5.1m). Research and development costs were GBP5.1m (2016: GBP4.8m) reflecting the continued investment in our Genedrive(R) technology. Contract and administration costs were GBP5.6m (2016: GBP5.7m), resulting in a trading loss for the year of GBP4.9m (2016: GBP5.4m).

During the year, the Group reviewed the useful economic life of its intangible assets. The conclusion from this review was that the assumed useful economic lives were too long given the rapid advances of technology in the market. The Group has therefore shortened the remaining lives of the assets and impaired the assets down to their fair value. This GBP2.4m non-cash charge (2016: GBPnil) has been separated out on the face of the income statement to give readers a better understanding of the underlying performance of the Group.

Financing costs of GBP0.2m (2016: GBP1.1m) relate to the dollar denominated Global Health Investment Fund (GHIF) convertible bond. The terms of the bond were amended in the year to 30 June 2016 but had an effective date for accounting period to 30 June 2017. The total charge comprised GBP0.1m related to foreign exchange losses and GBP0.1m of fair value movements. The fair value movements include both the IFRS financing charge for the year and a fair value gain on the amendment signed in the year. The financing costs are all non-cash following an election under the signed amendment to defer interest payable into the principal. After financing costs and the impairment of intangibles, the loss before taxation was GBP7.5m (2016: GBP6.5m). This reduces to GBP6.4m (2016: GBP5.9m) after the Research and development taxation credit for the year. The basic loss per share was 34.9p (2016: 56.2p).

Cash Resources

Operating cash outflows were GBP7.3m (2016: GBP5.4m). Working capital contributed GBP1.3m (2016: GBPnil) to give a net cash outflow from operations of GBP2.6m (2016: GBP4.2m). Working capital movements were mainly owing to debtors as the Company benefitted from a movement to monthly invoicing on the DoD contract and the successful management of long overdue items. Interest inflows were GBPnil (2016: GBP0.3m outflow).

Tax received was GBP0.8m (2016: GBP0.7m) and relates to cash received under the Corporation Tax Research and Development tax relief scheme operated in the UK.

In July 2016, the Company raised GBP6.0m after costs, from the placement of 8,125,000 new ordinary shares. The Group closed the year with cash of GBP5.1m (30 June 2016: GBP1.1m).

Balance Sheet

At the year end, the convertible bond was GBP5.2m up from GBP5.0m in 2016. The fair value gains from the amendment in July 2016 were offset by foreign exchange losses and the annual finance cost on the bond. Genedrive(R) related revenue was key to the growth in revenue for the year. Given this growth we are approaching the criteria for triggering the GBP1.3m (2016: GBP1.3m) deferred consideration payable in shares, however the Directors still consider it appropriate to classify the liability as non-current.

Balance sheet net assets at 30 June 2017 totaled GBP3.4m (30 June 2016: GBP3.8m). The increase in share capital of GBP6.0m is directly from the shares issue in July 2016. Offsetting this increase was the consolidated loss for the year GBP6.4m (2016: GBP5.9m loss).

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

For the year ended 30 June 2017

 
                                                           Year ended     Year ended 
                                                              30 June        30 June 
                                                                 2017           2016 
                                                     Note     GBP'000        GBP'000 
---------------------------------------------------  ----  ----------  ------------- 
Revenue                                                 2       3,166          3,094 
Other income - development grant funding                        2,619          1,969 
---------------------------------------------------  ----  ----------  ------------- 
Revenue and other income                                        5,785          5,063 
Contract costs                                          3     (2,998)        (3,285) 
Research and development expenditure                    3     (5,086)        (4,836) 
Administrative costs                                    3     (2,614)        (2,368) 
---------------------------------------------------  ----  ----------  ------------- 
Trading loss                                                  (4,913)        (5,426) 
Impairment of intangible assets                               (2,379)              - 
---------------------------------------------------  ----  ----------  ------------- 
Operating Loss                                          3     (7,292)        (5,426) 
---------------------------------------------------  ----  ----------  ------------- 
Finance costs                                           6       (195)        (1,071) 
---------------------------------------------------  ----  ----------  ------------- 
Loss on ordinary activities before taxation                   (7,487)        (6,497) 
Taxation on ordinary activities                         7       1,051            582 
---------------------------------------------------  ----  ----------  ------------- 
Loss for the financial year                                   (6,436)        (5,915) 
---------------------------------------------------  ----  ----------  ------------- 
Total Comprehensive Expense for the financial year            (6,436)        (5,915) 
---------------------------------------------------  ----  ----------  ------------- 
Loss per share (pence) 
- Basic                                                 9      (34.9)         (56.2) 
- Diluted                                               9      (34.9)         (56.2) 
---------------------------------------------------  ----  ----------  ------------- 
 

All of the activities of the Group are classed as continuing.

The Company has taken advantage of section 408 of the Companies Act 2006 not to publish its own Income Statement.

CONSOLIDATED BALANCE SHEET

As at 30 June 2017

 
                                                   30 June   30 June 
                                                      2017      2016 
                                            Note   GBP'000   GBP'000 
-----------------------------------------   ----  --------  -------- 
Assets 
Non-current assets 
Plant and equipment                           11       568       713 
Intangible assets                             10     3,038     6,273 
------------------------------------------  ----  --------  -------- 
                                                     3,606     6,986 
 -----------------------------------------  ----  --------  -------- 
Current assets 
Inventory                                     12       444       202 
Trade and other receivables                   13     1,654     2,797 
Current tax asset                              7     1,213       757 
Cash and cash equivalents                     14     5,129     1,114 
------------------------------------------  ----  --------  -------- 
                                                     8,440     4,870 
 -----------------------------------------  ----  --------  -------- 
Liabilities 
Current liabilities 
Deferred revenue                              15      (98)      (88) 
Trade and other payables                      16   (2,058)   (1,774) 
------------------------------------------  ----  --------  -------- 
                                                   (2,156)   (1,862) 
 -----------------------------------------  ----  --------  -------- 
Net current assets                                   6,284     3,008 
------------------------------------------  ----  --------  -------- 
Total assets less current liabilities                9,890     9,994 
------------------------------------------  ----  --------  -------- 
Deferred consideration payable in shares      17   (1,250)   (1,250) 
Convertible Bond                              18   (5,199)   (4,991) 
------------------------------------------  ----  --------  -------- 
                                                   (6,449)   (6,241) 
 -----------------------------------------  ----  --------  -------- 
Net assets                                           3,441     3,753 
------------------------------------------  ----  --------  -------- 
Capital and reserves 
Called-up equity share capital                         281       158 
Share premium account                               25,988    20,088 
Employee share incentive plan reserve                (229)     (240) 
Share options reserve                                1,382     1,281 
Reverse acquisition reserve                        (2,484)   (2,484) 
Accumulated losses                                (21,497)  (15,050) 
------------------------------------------  ----  --------  -------- 
Total equity                                         3,441     3,753 
------------------------------------------  ----  --------  -------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2017

 
                                                             Employee 
                                Called-up    Share              share    Share      Reverse 
                             equity share  premium     incentive plan  options  acquisition  Accumulated 
                                  capital  account            reserve  reserve      reserve       losses  Total equity 
                                  GBP'000  GBP'000            GBP'000  GBP'000      GBP'000      GBP'000       GBP'000 
---------------------------  ------------  -------  -----------------  -------  -----------  -----------  ------------ 
Balance at 30 June 2015               158   20,088              (196)    1,197      (2,484)      (9,218)         9,545 
---------------------------  ------------  -------  -----------------  -------  -----------  -----------  ------------ 
Allotment of ordinary 
shares                                  -        -                  -        -            -            -             - 
Purchase of own shares 
 (SIP)                                  -        -               (44)        -            -            -          (44) 
Lapsed share options                    -        -                  -     (83)            -           83             - 
Forfeit of share options                -        -                  -      (6)            -            -           (6) 
Equity-settled share-based 
 payments                               -        -                  -      173            -            -           173 
Total comprehensive expense 
 for the year                           -        -                  -        -            -      (5,915)       (5,915) 
---------------------------  ------------  -------  -----------------  -------  -----------  -----------  ------------ 
Balance at 30 June 2016               158   20,088              (240)    1,281      (2,484)     (15,050)         3,753 
---------------------------  ------------  -------  -----------------  -------  -----------  -----------  ------------ 
Share issue                           123    5,900                  -        -            -            -         6,023 
Transfer of shares to SIP 
 members                                -        -                 11        -            -         (11)             - 
Equity-settled share-based 
 payments                               -        -                  -      101            -            -           101 
Total comprehensive expense 
 for the year                           -        -                  -        -            -      (6,436)       (6,436) 
---------------------------  ------------  -------  -----------------  -------  -----------  -----------  ------------ 
Balance at 30 June 2017               281   25,988              (229)    1,382      (2,484)     (21,497)         3,441 
---------------------------  ------------  -------  -----------------  -------  -----------  -----------  ------------ 
 

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 June 2017

 
                                                                     Year ended  Year ended 
                                                                        30 June     30 June 
                                                                           2017        2016 
All on continuing operations                                            GBP'000     GBP'000 
---------------------------------------------------------------      ----------  ---------- 
Cash flows from operating activities 
Operating loss for the year                                             (7,292)     (5,426) 
Depreciation, amortisation and impairment                                 3,451       1,174 
ATL Research credits                                                      (162)       (151) 
Share-based payment expense                                                 101         167 
---------------------------------------------------------------      ----------  ---------- 
Operating loss before changes in working capital and provision          (3,902)     (4,236) 
Increase in inventories                                                   (242)        (39) 
Decrease/(Increase) in trade and other receivables                        1,256       (606) 
Increase decrease in deferred revenue                                        10          38 
Increase in trade and other payables                                        284         651 
---------------------------------------------------------------      ----------  ---------- 
Net cash outflow from operations                                        (2,594)     (4,192) 
---------------------------------------------------------------      ----------  ---------- 
Tax received                                                                757         691 
---------------------------------------------------------------      ----------  ---------- 
Net cash outflow from operating activities                              (1,837)     (3,501) 
---------------------------------------------------------------      ----------  ---------- 
Cash flows from investing activities 
Finance income                                                               14           7 
Acquisition of plant and equipment and intangible assets                   (70)       (164) 
---------------------------------------------------------------      ----------  ---------- 
Net cash outflow from investing activities                                 (56)       (157) 
---------------------------------------------------------------      ----------  ---------- 
Cash flows from financing activities 
Proceeds from share issue                                                 6,023           - 
Finance costs - interest paid                                                 -       (304) 
Share Investment Plan - purchase of own shares                                -        (44) 
---------------------------------------------------------------      ----------  ---------- 
Net inflow/(outflow) from financing activities                            6,023       (348) 
---------------------------------------------------------------      ----------  ---------- 
Net increase/(decrease) in cash equivalents                               4,129     (4,006) 
Effects of exchange rate changes on cash and cash equivalents             (115)         192 
---------------------------------------------------------------      ----------  ---------- 
                                                                          4,015     (3,814) 
---------------------------------------------------------------      ----------  ---------- 
Cash and cash equivalents at beginning of year                            1,114       4,928 
Cash and cash equivalents at end of year                                  5,129       1,114 
---------------------------------------------------------------      ----------  ---------- 
Analysis of net funds 
Cash at bank and in hand                                         12       5,129       1,114 
---------------------------------------------------------------      ----------  ---------- 
Net funds                                                                 5,129       1,114 
---------------------------------------------------------------      ----------  ---------- 
 

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

These consolidated financial statements have been prepared in accordance with the accounting policies set out in the annual report for the year ended 30 June 2016. While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), as adopted for use in the EU, this announcement does not itself contain sufficient information to comply with IFRSs. The Group expects to publish full financial statements that comply with IFRSs in October 2017. The financial information set out above does not constitute the company's statutory accounts for the years ended 30 June 2017 or 2016, but is derived from those accounts. Statutory accounts for 2016 have been delivered to the Registrar of Companies and those for 2017 will be delivered following the Company's Annual General Meeting. The auditor has reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006. The financial statements have been prepared on the historical cost basis of accounting except as disclosed in the accounting policies set out in the annual report for the year ended 30 June 2017. The same accounting policies, presentations and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements. The annual financial statements of Genedrive plc are prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

2. Segment information

For internal reporting and decision making, the Group is organised into three operating divisions - Preclinical Research Services, Pharmacogenomic Services and Diagnostics. Preclinical Research Services provides pre-clinical testing services. Pharmacogenomic Services specialises in molecular measures of biological effect. Diagnostics is commercialising the Genedrive(R) Point of Need molecular testing platform.

The chief operating decision maker primarily relies on turnover and operating profit to assess the performance of the Group and make decisions about resources to be allocated to each segment. Geographical factors are reviewed by the chief operating decision maker, but as substantially all operating activities are undertaken from the UK, geography is not a significant factor for the Group. Accordingly, only sales have been analysed into geographical statements.

The results of the three operating divisions of the Group are detailed below.

 
                                         Preclinical  Pharmaco- 
                                            Research   genomics  Diagnostics     Administrative 
                                            Services   Services      Segment           earnings    Total 
Business segments                            GBP'000    GBP'000      GBP'000            GBP'000  GBP'000 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
Year ended 30 June 2017 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
Revenue                                        2,069      1,097        2,619                  -    5,785 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
Segment EBITDA                                   246         14      (1,592)            (2,510)  (3,842) 
Less depreciation and amortisation             (118)       (51)        (811)               (91)  (1,071) 
Impairment of intangible assets                    -          -            -            (2,379)  (2,379) 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
Operating profit/(loss)                          128       (37)      (2,403)            (4,980)  (7,292) 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
Net Finance costs                                                                                  (195) 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
Loss on ordinary activities before tax                                                           (7,487) 
Taxation                                                                                           1,051 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
Loss for the financial year                                                                      (6,436) 
---------------------------------------  -----------  ---------  -----------  -----------------  ------- 
 
 
 
                                         Preclinical  Pharmaco- 
                                            Research   genomics  Diagnostics    Administrative 
                                            Services   Services      Segment          earnings    Total 
                                             GBP'000    GBP'000      GBP'000           GBP'000  GBP'000 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Year ended 30 June 2016 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Revenue                                        2,010      1,147        1,906                 -    5,063 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Segment EBITDA                                   113       (38)      (1,995)           (2,332)  (4,252) 
Less depreciation and amortisation              (62)      (141)        (885)              (86)  (1,174) 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Operating profit/(loss)                           51      (179)      (2,880)           (2,418)  (5,426) 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Net Finance costs                                                                               (1,071) 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Loss on ordinary activities before tax                                                          (6,497) 
Taxation                                                                                            582 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Loss for the financial year                                                                     (5,915) 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
 
                                         Preclinical  Pharmaco- 
                                            Research   genomics  Diagnostics    Administrative 
                                            Services   Services      Segment          earnings    Total 
                                             GBP'000    GBP'000      GBP'000           GBP'000  GBP'000 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Year ended 30 June 2017 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Segment assets                                   612        985        3,783             6,666   12,046 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Segment liabilities                            (402)      (429)        (686)           (7,082)  (8,605) 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Year ended 30 June 2016 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Segment assets                                 1,072      1,303        7,454             2,027   11,856 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
Segment liabilities                            (248)      (328)        (467)           (7,060)  (8,103) 
---------------------------------------  -----------  ---------  -----------  ----------------  ------- 
 

Geographical segments

The Group's operations are located in the United Kingdom. The following table provides an analysis of the Group's revenue by customer location:

 
                               Year ended  Year ended 
                                  30 June     30 June 
                                     2017        2016 
All on continuing operations      GBP'000     GBP'000 
-----------------------------  ----------  ---------- 
United Kingdom                      1,674       1,035 
Europe                                430         365 
United States of America            3,651       3,529 
Rest of world                          30         134 
-----------------------------  ----------  ---------- 
                                    5,785       5,063 
-----------------------------  ----------  ---------- 
 

Revenues from customers accounting for more than 10% of total revenue in the current or prior years are detailed below:

(a) GBP2,233k revenue was derived from the US Department of Defense with revenue included within the Diagnostics Segment (2016: GBP1,739k);

(b) GBP585k revenue was derived from a major international pharmaceutical company, with revenue included within the Preclinical Research Services (2016: GBP460k).

3. Operating loss

The Group operating loss is stated after charging/(crediting):

 
                                              Year ended  Year ended 
                                                 30 June     30 June 
                                                    2017        2016 
                                                 GBP'000     GBP'000 
--------------------------------------------  ----------  ---------- 
Research and development expenditure               5,086       4,836 
ATL Research Credit (note 7)                       (162)       (151) 
Amortisation of intangible assets                    856         934 
Depreciation of owned tangible fixed assets          216         240 
Impairment of intangible assets                    2,379           - 
Cost of inventories consumed                         263         248 
--------------------------------------------  ----------  ---------- 
Auditors' remuneration 
- as auditors                                         87          48 
- for other services                                   -           5 
Operating lease costs - property rent                458         398 
--------------------------------------------  ----------  ---------- 
 

The current year auditors' remuneration includes a GBP17.5k under accrual from the 2016 audit and GBP18,500 of audit costs related to the Convertible Bond amendment. The basic audit fee for the year ending 30 June 2017 is GBP51,350 which includes a limited review of the Interim Accounts. Other services in the prior year related to grant claim work.

4. Particulars of employees

The average number of staff (including Directors) employed by the Group during the financial year was:

 
                           Year ended  Year ended 
                              30 June     30 June 
                                 2017        2016 
                                   No          No 
-------------------------  ----------  ---------- 
Contract services                  32          36 
Research and Development           34          28 
Administration                     13          15 
-------------------------  ----------  ---------- 
                                   79          79 
-------------------------  ----------  ---------- 
 

The aggregate employee costs (including Directors) were:

 
                                                  Year ended  Year ended 
                                                     30 June     30 June 
                                                        2017        2016 
                                                     GBP'000     GBP'000 
------------------------------------------------  ----------  ---------- 
Salaries and other short-term employee benefits        3,649       3,818 
Social security costs                                    414         396 
Equity-settled share-based payments                      102         167 
Pension cost-defined contribution plans                   61         154 
Cost of SIP matching shares provision                     43          52 
------------------------------------------------  ----------  ---------- 
                                                       4,269       4,587 
------------------------------------------------  ----------  ---------- 
 

5. Directors' remuneration (key management)

 
                                                  Year ended  Year ended 
                                                     30 June     30 June 
                                                        2017        2016 
------------------------------------------------  ----------  ---------- 
Salaries and other short-term employee benefits        1,146         899 
Social security cost                                     147         124 
Equity-settled share-based payments                      105         122 
Pension cost-defined contribution plans                   18           7 
Cost of SIP matching shares provision                     12           8 
------------------------------------------------  ----------  ---------- 
                                                       1,428       1,160 
------------------------------------------------  ----------  ---------- 
 

For the current year the key management of the Company is the executive team. The executive teams includes the four Executive Board members plus three members of the senior staff. For the prior year there was no equivalent and so the key management is defined as the Directors of the Company. Full details of the Directors' remuneration and Directors' options are contained in the Directors' Remuneration Report.

6. Finance income/(costs)

 
                                                                    Year ended  Year ended 
                                                                       30 June     30 June 
                                                                          2017        2016 
Group                                                                  GBP'000     GBP'000 
------------------------------------------------------------------  ----------  ---------- 
Interest income on bank deposits                                            13           7 
Gain on amendment to Convertible Bond                                      380           - 
Movement in fair value of derivative embedded in Convertible Bond           30          37 
Finance cost of Convertible Bond                                         (308)       (304) 
Unwind of discount on Convertible Bond                                   (209)       (272) 
Foreign exchange movement in Convertible Bond                            (101)       (539) 
------------------------------------------------------------------  ----------  ---------- 
                                                                         (195)     (1,071) 
------------------------------------------------------------------  ----------  ---------- 
 

7. Taxation on ordinary activities

(a) Recognised in the income statement

 
                                          Year ended  Year ended 
                                             30 June     30 June 
                                                2017        2016 
Group                                        GBP'000     GBP'000 
----------------------------------------  ----------  ---------- 
Current tax: 
Research and development tax credits         (1,220)       (763) 
Less: recognised as ATL Research Credit          162         151 
Adjustments in respect of prior years              7           - 
Total current tax                            (1,051)       (612) 
----------------------------------------  ----------  ---------- 
Total deferred tax                                 -          30 
----------------------------------------  ----------  ---------- 
Total tax credit for the year                (1,051)       (582) 
----------------------------------------  ----------  ---------- 
 

b) Reconciliation of the total tax charge

The tax assessed on the profit on ordinary activities for the year is higher (2016: higher) that the weighted average applicable tax rate for the year ended 30 June 2017 of 19.75% (2016: 20%). The differences are explained below:

 
                                                                             2017     2016 
------------------------------------------------------------------------  -------  ------- 
Loss before tax                                                           (7,487)  (6,497) 
Tax using the UK corporation tax rate of 19.75%                           (1,478)  (1,299) 
Adjustment in respect of R&D tax credit recognised above the line 'ATL'       162      151 
Adjustment in respect of R&D tax credit claimed                             (585)    (397) 
Items not deductible for tax purposes - permanent                              24        5 
Items not deductible for tax purposes - temporary                              29       21 
Deferred tax not recognised                                                   790      937 
Adjustment relating to a previous year                                          7        - 
------------------------------------------------------------------------  -------  ------- 
Total tax credit for the year                                             (1,051)    (582) 
------------------------------------------------------------------------  -------  ------- 
 

No deferred tax assets are recognised at 30 June 2017 (2016: GBPnil). Having reviewed future profitability in the context of trading losses carried, it is not probable that there will be sufficient profits available to set against brought forward losses.

The Group had losses, as computed for tax purposes, of approximately GBP9,455k (2016: GBP8,513k) available to carry forward to future periods.

A change to the UK corporation tax rate was announced in the Chancellor's Budget on 16 March 2016. The change announced is to reduce the main tax rate to 17% from 1 April 2020. Changes to reduce the UK corporation tax rate to 19% from 19% from 1 April 2017 and to 18% from 1 April 2020 had already been substantially enacted on 26 October 2015.

As the change to 17% had not been substantially enacted at the Balance Sheet date, its effects are not included in these financial statements. If the change had applied to the deferred tax balance at the Balance Sheet date, the overall effect on both the deferred tax balance and tax credit for the year is not material.

In accordance with the provisions of the Finance Act 2000 in respect of research and development allowances, the Group is entitled to claim tax credits for certain research and development expenditure. These credits are disclosed partly as Above The Line Research & Development Credits (ATL Research Credits) within Research and Development Costs and partly as Research and Development tax credits within Taxation on ordinary activities. The total amount included in the financial statements in respect of the year ended 30 June 2017 is GBP1,220k (2016: GBP763k) which includes GBP162k (2016: GBP151k) disclosed as ATL Research Credit deducted from Research and Development Costs with the balance of GBP1,051k (2016: GBP582k) disclosed within Taxation on ordinary activities as detailed above.

8. Profit attributable to members of the Parent Company

The loss dealt with in the accounts of the Parent Company was GBP24,812k (2016: loss of GBP1,378k).

9. Earnings per share

 
                                      2017     2016 
Group                              GBP'000  GBP'000 
---------------------------------  -------  ------- 
Loss for the year after taxation   (6,436)  (5,915) 
---------------------------------  -------  ------- 
 
 
                                                                     2017        2016 
Group                                                              Number      Number 
-------------------------------------------------------------  ----------  ---------- 
Weighted average number of ordinary shares in issue            18,466,232  10,564,546 
Weighted average number of SIP matching shares not vested               -    (32,931) 
Adjusted weighted average number of ordinary shares in issue   18,466,232  10,531,615 
Dilutive ordinary shares from options and warrants in issue             -       3,385 
-------------------------------------------------------------  ----------  ---------- 
Dilutive weighted average number of ordinary shares            18,466,232  10,535,000 
-------------------------------------------------------------  ----------  ---------- 
(Loss) per share 
- basic                                                           (34.9)p     (56.2)p 
- diluted                                                         (34.9)p     (56.2)p 
-------------------------------------------------------------  ----------  ---------- 
 

The basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders for the year by the weighted average number of ordinary shares in issue during the year.

As the Company is loss making, no potentially dilutive options have been added into the EPS calculation. Had the Company made a profit in the period: there would be no potentially dilutive share options because all share options in issue are underwater and there would be 90,175 of dilutive SIP shares.

10. Intangible assets

 
                                        Acquired        Developed 
                                    Intellectual     Intellectual 
                           Patents      Property         property    Total 
Group                      GBP'000       GBP'000          GBP'000  GBP'000 
-------------------------  -------  ------------  ---------------  ------- 
Cost 
At 1st July 2016               717         3,193            4,001    7,911 
Additions                        -             -                -        - 
-------------------------  -------  ------------  ---------------  ------- 
At 30 June 2017                717         3,193            4,001    7,911 
-------------------------  -------  ------------  ---------------  ------- 
Accumulated amortisation 
At 1 July 2016                 363           509              766    1,638 
Charge for the year             68           358              430      856 
Impairment                     256           252            1,871    2,379 
-------------------------  -------  ------------  ---------------  ------- 
At 30 June 2017                687         1,119            3,067    4,873 
-------------------------  -------  ------------  ---------------  ------- 
Net book value 
At 30 June 2016                354         2,684            3,235    6,273 
-------------------------  -------  ------------  ---------------  ------- 
At 30 June 2017                 30         2,074              934    3,038 
-------------------------  -------  ------------  ---------------  ------- 
Cost 
At 1st July 2015               717         3,177            4,001    7,895 
Additions                        -            16                -       16 
-------------------------  -------  ------------  ---------------  ------- 
At 30 June 2016                717         3,193            4,001    7,911 
-------------------------  -------  ------------  ---------------  ------- 
Accumulated amortisation 
At 1 July 2015                 362            85              257      704 
Charge for the year              1           424              509      934 
-------------------------  -------  ------------  ---------------  ------- 
At 30 June 2016                363           509              766    1,638 
-------------------------  -------  ------------  ---------------  ------- 
Net book value 
At 30 June 2015                355         3,092            3,744    7,191 
-------------------------  -------  ------------  ---------------  ------- 
At 30 June 2016                354         2,684            3,235    6,273 
-------------------------  -------  ------------  ---------------  ------- 
 

The net book value of Intangible assets all relates to the Genedrive(R) unit and assays (2016: GBP6,273k). The charges for amortisation are included in the Contract and Research and Development expense headings. During the year to 30 June 2017, the cost of the Company's Patents assessed as not being available for economic use amounted to GBPnil (2016: GBPnil).

During the year the Intangible assets have been assessed for impairment in accordance with the Company's Accounting Policies. The recoverable amount was determined on a value in use basis using the management approved 12 month forecasts. The base 12 month projection was inflated for years two and three and then deflated down to zero in year four - as the estimated useful economic life of the assets in their current state without further investment is three and a half years. These projected cashflows were discounted at a pre-tax discount rate of 12.5%. As a result of this analysis the carrying value of the intangible assets at 30 June 2017 was reduced to GBP3,038k (2016: GBP6,273k) and an impairment charge of GBP2,379k (2016: GBPnil) was booked during the period. The Group has conducted sensitivity analysis on the impairment test. An increase in the pre-tax discount rate to 16.5% would still support the carrying value of the intangible assets of GBP3,038k. A reduction in the year two and year three growth rate of 7.5% would still support the carrying value of the intangible assets of GBP3,038k.

11. Plant and equipment

 
                                        Lab    Fixtures         Other 
                                  equipment  & fittings     equipment    Total 
Group                               GBP'000     GBP'000       GBP'000  GBP'000 
--------------------------------  ---------  ----------  ------------  ------- 
Cost 
At 1 July 2016                        1,957         185           418    2,560 
Additions                                42           2            33       77 
Disposals                               (7)           -           (2)      (9) 
--------------------------------  ---------  ----------  ------------  ------- 
At 30 June 2017                       1,992         187           449    2,628 
--------------------------------  ---------  ----------  ------------  ------- 
Accumulated Depreciation 
At 1 July 2016                        1,480          88           279    1,847 
Charge for the year                     125          35            56      216 
Depreciation on disposed assets         (2)           -           (1)      (3) 
--------------------------------  ---------  ----------  ------------  ------- 
At 30 June 2017                      1,.603         123           334    2,060 
--------------------------------  ---------  ----------  ------------  ------- 
Net book value 
At 30 June 2016                         477          97           139      713 
--------------------------------  ---------  ----------  ------------  ------- 
At 30 June 2017                         389          64           115      568 
--------------------------------  ---------  ----------  ------------  ------- 
 
 
                                        Lab    Fixtures         Other 
                                  equipment  & fittings     equipment    Total 
Group                               GBP'000     GBP'000       GBP'000  GBP'000 
--------------------------------  ---------  ----------  ------------  ------- 
Cost 
At 1 July 2015                        1,922         131           364    2,417 
Additions                                35          54            59      148 
Disposals                                 -           -           (5)      (5) 
--------------------------------  ---------  ----------  ------------  ------- 
At 30 June 2016                       1,957         185           418    2,560 
--------------------------------  ---------  ----------  ------------  ------- 
Accumulated Depreciation 
At 1 July 2015                        1,325          50           237    1,612 
Charge for the year                     155          38            47      240 
Depreciation on disposed assets           -           -           (5)      (5) 
--------------------------------  ---------  ----------  ------------  ------- 
At 30 June 2016                       1,480          88           279    1,847 
--------------------------------  ---------  ----------  ------------  ------- 
Net book value 
At 30 June 2015                         597          81           127      805 
--------------------------------  ---------  ----------  ------------  ------- 
At 30 June 2016                         477          97           139      713 
--------------------------------  ---------  ----------  ------------  ------- 
 

12. Inventories

 
                    2017     2016 
Group            GBP'000  GBP'000 
---------------  -------  ------- 
Raw materials        332      202 
Finished goods       112        - 
---------------  -------  ------- 
                     444      202 
---------------  -------  ------- 
 

Genedrive units are treated as raw materials. The units are required to go through a testing and software process before being sold.

13. Trade and other receivables

 
                                     2017     2016 
Group                             GBP'000  GBP'000 
--------------------------------  -------  ------- 
Trade receivables                   1,376    2,290 
Less: provisions for impairment     (218)        - 
Trade receivables - net             1,158    2,290 
Other receivables                      86      217 
Prepayments                           410      290 
--------------------------------  -------  ------- 
                                    1,654    2,797 
--------------------------------  -------  ------- 
 

Analysis of trade receivables

 
                                   2017     2016 
                                GBP'000  GBP'000 
------------------------------  -------  ------- 
Neither impaired nor past due       472    1,338 
Past due but not impaired           686      952 
------------------------------  -------  ------- 
Trade receivables                 1,158    2,290 
------------------------------  -------  ------- 
 

At the year end, net trade receivables were aged as follows:

 
                                                   2017     2016 
Group                                           GBP'000  GBP'000 
----------------------------------------------  -------  ------- 
Not overdue                                         472    1,338 
Less than 1 month overdue                           203      112 
Later than 1 month less than 3 months overdue       147      409 
Later than 3 months overdue                         336      431 
----------------------------------------------  -------  ------- 
Total                                             1,158    2,290 
----------------------------------------------  -------  ------- 
 

The movement in the impairment provision for trade receivables is as follows:

 
                                  2017     2016 
Group                          GBP'000  GBP'000 
-----------------------------  -------  ------- 
Opening provision                    -        - 
Charge for the year                218        - 
-----------------------------  -------  ------- 
Closing provision at 30 June       218        - 
-----------------------------  -------  ------- 
 

Ageing of impaired receivables

 
                           2017     2016 
Group                   GBP'000  GBP'000 
----------------------  -------  ------- 
Greater than 3 months       218        - 
----------------------  -------  ------- 
 

There is no other class of financial assets that is past due but not impaired except for trade receivables. The Group's credit period generally ranges up to 60 days.

14. Cash and cash equivalents

 
                              2017     2016 
Group                      GBP'000  GBP'000 
-------------------------  -------  ------- 
Cash at bank and in hand     5,129      952 
Short term bank deposits                162 
-------------------------  -------  ------- 
                             5,129    1,114 
-------------------------  -------  ------- 
 

Cash and cash equivalents comprise current accounts held by the Group with immediate access and short term bank deposits with a maturity of three months or less. Market rates of interest are earned on such deposits. The credit risk on such funds is limited because the counter parties are banks with high credit ratings assigned by international credit rating agencies.

15. Deferred revenue

The items recorded as deferred revenue are to be recognised over future periods as follows:

 
                                            2017     2016 
Group                                    GBP'000  GBP'000 
---------------------------------------  -------  ------- 
Amounts to be recognised within 1 year        98       88 
---------------------------------------  -------  ------- 
 

16. Trade and other payables

 
                    2017     2016 
Group            GBP'000  GBP'000 
---------------  -------  ------- 
Trade payables       816      914 
Accruals             923      675 
Other payables       319      185 
---------------  -------  ------- 
                   2,058    1,774 
---------------  -------  ------- 
 

17. Deferred consideration payable in shares

 
                       2017     2016 
Group               GBP'000  GBP'000 
------------------  -------  ------- 
Payable in shares     1,250    1,250 
------------------  -------  ------- 
 

The deferred consideration relates to the acquisition of Visible Genomics Ltd in July 2010. Under the terms of the acquisition GBP1,250k becomes payable in the form of shares in genedrive plc to the former owner of Visible Genomics Ltd. The liability becomes payable on the achievement of certain milestones. At 30 June 2017, the Directors reviewed the terms of the earn-out milestones and consider that the criteria will be met during a period greater than twelve months but less than five years following the Balance Sheet date. The liability is therefore classified as non-current.

18. Convertible Bond

 
                2017     2016 
Group        GBP'000  GBP'000 
-----------  -------  ------- 
Derivative         4        - 
Debt host      5,195    4,991 
-----------  -------  ------- 
               5,199    4,991 
-----------  -------  ------- 
 

Collaboration and Convertible Bond Purchase Agreement

On 21 July 2014, the Company entered into a Collaboration and Convertible Bond Purchase Agreement ('Agreement') with the Global Health Investment Fund 1 LLC ('GHIF' or the 'bond holder'). The purpose of the Agreement was to fund the Company's development, production and commercialisation of Genedrive(R) to address Global Health Challenges and achieve Global Health Objectives. Under the terms of the Agreement, the Company issued to GHIF a five-year Convertible Bond, with a 5% coupon payable half yearly, totalling $8.0m. Further, as part of the Agreement, GHIF and the Company entered into a Global Access Commitment. Under the Global Access Commitment, the Company will undertake appropriate regulatory strategic steps and registrations to secure access for Genedrive(R) in developing countries in tuberculosis, malaria or other infectious diseases as agreed between the parties. In addition the Company will establish a tiered pricing framework that is commercially reasonable and reflects the needs of poor patients in developing countries. The Company will, taking

into account its profitability and other commercial interests, allocate sufficient capacity and product distribution to make Genedrive(R) and its assays accessible to people most in need in developing countries. In return GHIF will use commercially reasonable efforts through its global access network to ensure support for the Company in placing Genedrive(R) and its assays in global territories to reflect the needs and price sensitivity of poor patients in the developing world. Notwithstanding any early Conversion, Redemption or Termination of the agreement, the Global Access Commitment shall endure for five years from 22 July 2014.

During the period of the Agreement, the Company has entered into undertakings commensurate with a Convertible Bond Agreement.

These include: undertakings relating to incurring financial indebtedness and financial default; undertakings relating to maintenance of appropriate records; undertakings relating to standards of social responsibility and ethical behaviour.

Deed of Amendment to Convertible Bond Purchase Agreement

On 23 June 2016, the Company and GHIF entered into a Deed of Amendment & Restatement of the Agreement, which came into effect on 11 July 2016. The principal effects of the Deed of Amendment were:

   --         To extended the maturity of the GHIF Bond by two years to 21 July 2021. 

-- To split the GHIF Bond into two tranches: the first tranche of US$2m has a Conversion Price of GBP1.50 per Ordinary Share and the second tranche of US$6m has a Conversion Price remaining at GBP4.89 per Ordinary Share.

-- To change the Company conversion option, on the first tranche of US$2m into new Ordinary Shares in circumstances where the average closing price of the Company's Ordinary Shares is greater than or equal to GBP2.50 per ordinary Share for a period of 20 consecutive days.

-- To allow, for interest periods ending on or before (but not after) 21 January 2019, the Company to elect to pay none or a portion of the 5% interest payable semi-annually on the accrued and outstanding principal amount of the GHIF Bond and instead capitalise and compound some or all of such outstanding interest due until the earlier of the date on which the GHIF Bond is repaid if converted into Ordinary Shares.

Accounting

Due to the Convertible Bond being denominated in a different currency to the Company's functional currency, IFRS requires the Convertible Bond to be accounted for as a compound instrument, comprising a Debt Host (liability component) and a Derivative (equity component). The Debt host is required to be recorded initially at fair value. Whilst the coupon is 5%, IFRS requires that the fair value is calculated based on the rate of interest which a market participant would lend to the Company. Given the nature of the Company's activities, the Company has used a rate of 10.0% in calculating this liability. The Derivative has been valued using a Quanto Option Valuation model which takes account of the multicurrency aspects of the Convertible Bond. The variables used in running the model are as follows: volatility of the Company's Share Price 24%, expected life of the Derivative 4.4 years, risk free interest rate 0.58% and a dividend yield of 0%.

 
                                                                Host     Derivative     Bond 
                                                             GBP'000        GBP'000  GBP'000 
-----------------------------------------------------------  -------  -------------  ------- 
Balance at 30 June 2015                                        3,988             37    4,025 
-----------------------------------------------------------  -------  -------------  ------- 
Increase/(Decrease) in fair value                                272           (37)      235 
Increase in liability caused by foreign exchange movements       731              -      731 
-----------------------------------------------------------  -------  -------------  ------- 
Balance at 30 June 2016                                        4,991              -    4,991 
-----------------------------------------------------------  -------  -------------  ------- 
Fair value impact from Deed of Amendment                       (414)             34    (380) 
Increase/(Decrease) in fair value                                209           (30)      179 
Finance costs on Convertible Bond                                308              -      308 
Foreign exchange movement in Convertible Bond                    101              -      101 
-----------------------------------------------------------  -------  -------------  ------- 
Balance at 30 June 2017                                        5,195              4    5,199 
-----------------------------------------------------------  -------  -------------  ------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

October 17, 2017 02:00 ET (06:00 GMT)

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