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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Eirx Therap. | LSE:ERX | London | Ordinary Share | GB00B0XQBS97 | ORD 0.001P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.015 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 8950K EiRx Therapeutics PLC 30 December 2008 EiRx Therapeutics Plc ("the Company") Final Results For the year ended 30 June 2008 Macclesfield, Cheshire - EiRx Therapeutics plc (AIM: ERX), the drug discovery company developing targeted therapies for the treatment of cancer, releases extracts of its annual results for the year ended 30th June 2008. Copies of the full accounts, along with the notice of the Annual General Meeting and Form of Proxy, will been sent to shareholders on 30 December 2008 and will be available on the Company's website www.eirx.com, and for a period of one month at 50 Broadway, Westminster, London SW1H 0BL. For further information, please contact: EiRx Therapeutics plc +44 (0)7740 696142 John Pool , Chairman Grant Thornton UK LLP +44 (0)20 7383 5100 Philip Secrett / Colin Aaronson Chairman's statement At the half year I was able to report good progress with the scientific research of the group. Unfortunately, since then all research has ceased as a result of the need to put EiRx Therapeutics Limited ("ETL") into liquidation following the unexpected withdrawal of facilities by our bankers, Bank of Scotland. The group now comprises the company and its one subsidiary, Auvation Limited. It currently has no staff and no premises. Thus ongoing costs are as low as they can be and Auvation Limited continues to enjoy revenues from out-licensed technology and royalties. We are negotiating potential contracts with external organisations wherein the IP of the group can be commercialised. We are also monitoring the existing contracts to ensure the group revenues are maintained. The outcome of these discussions represent the key risks to the group. Financial Review In February 2008, Bank of Scotland had indicated a willingness to increase its lending facility to the group from £200,000 to £350,000 based on a personal guarantee provided by a major shareholder. In March 2008 Bank of Scotland had been repaid the £200,000 advanced under their previous facility from the proceeds of the share placing that had been made that month. In July 2008, when draw-down of the agreed, increased facility was requested Bank of Scotland refused. The directors obtained and communicated legal advice to Bank of Scotland that they had a strong case to seek specific performance of the lending facility but the bank disagreed with this position and indicated it would defend itself in Court vigorously. The group lacked the resources and the time that were required to seek legal redress. Alternative sources of funding were sought over the next four weeks but to no avail. As a result of the circumstances described in the preceding paragraph, on 18 August 2008, the directors of ETL, having considered ETL's financial condition and future prospects carefully, concluded that ETL could not continue to trade by reason of its insolvency. As a consequence the directors passed a resolution to cease trading with immediate effect and at a meeting of creditors held in Dublin on 2 September 2008 Michael McAteer of Foster McAteer, Chartered Accountants, was appointed liquidator. The key feature of the results for the year ended and the balance sheet at 30 June 2008 is therefore that all of the groups assets relating to ETL, including goodwill, have been fully written off. Thus, the consolidated profit & loss account reflects the trading of the group as it was for the financial year ended 30 June 2008 plus the write-off of ETL. The consolidated balance sheet at 30 June 2008 is the consolidation of the holding company and Auvation Limited, its remaining subsidiary. The holding company's own balance sheet reflects the write-off of its entire investment in ETL. During the financial year, revenues of £59,504 were generated from services provided to third party research pharmaceutical companies and £3,221 was earned in royalties. Auvation Limited earned these revenues. At the end of the financial year cash at bank and in hand attributable to the ongoing group amounted to £75,352. Key Performance Indicators ("KPI's") 1) Our business KPI has been to carry out our research programme in accordance with plans approved by the Board of Directors. 2) Our financial KPI was to ensure that we had adequate funding in place to accomplish 1. The circumstances outlined above have resulted in the group being unable to meet these KPIs. The board will reassess the KPIs once the future of the group has been determined. John Pool Chairman 29 December 2008 Consolidated Income Statement Note 2008 2007 £ £ Continuing operations Revenue 2 62,725 79,146 Administrative expenses (228,549) (2,814,905) Other operating income - rent receivable - 48,148 Operating loss (165,824) (2,687,611) Finance income 3 2,747 11,613 Finance costs 4 (21,227) (17,517) Loss on ordinary activities before taxation 2 (184,304) (2,693,515) Taxation 6 21,885 69,780 Loss for the year from continuing activities (162,419) (2,623,735) Discontinued operation Loss for the year from discontinued operation 7 (3,108,170) (1,083,322) Loss on ordinary activities after taxation 17 (3,270,589) (3,707,057) for the year Basic and diluted loss per share - Total 8 (0.0738)p (0.1330)p - Continuing operations (0.0036)p (0.0941)p Consolidated statement of recognised income and expense 2008 2007 £ £ Loss for the financial period (3,270,589) (3,707,057) Currency difference on foreign currency net (157,681) 83,519 investments Total recognised gains and losses for the period (3,428,270) (3,623,538) The currency difference on foreign currency net investments is taken directly to equity. The accompanying accounting policies and notes form an integral part of these financial statements. Consolidated balance sheet Note 2008 2007 £ £ Non current assets Goodwill 9 133,850 2,667,024 Other intangible assets 10 7,743 106,405 Property, plant and equipment 11 - 170,429 141,593 2,943,858 Current assets Inventories 12 - 16,563 Trade and other receivables 13 18,784 98,362 Cash at bank and in hand 75,352 188,474 94,136 303,399 Total assets 235,729 3,247,257 Current liabilities Trade and other payables 14 (283,312) (328,945) Convertible debt (306,000) (306,000) (589,312) (634,945) Total assets less current liabilities (353,583) 2,612,312 Capital and reserves Called up share capital 16 5,991,486 5,951,486 Share premium account 17 2,009,917 1,587,542 Merger reserve 17 97,722 1,310,186 Share based compensation reserve 17 123,615 123,615 Exchange translation reserve 17 (93,865) 63,816 Profit and loss account 17 (8,482,458) (6,424,333) Shareholders' funds (353,583) 2,612,312 The accompanying accounting policies and notes form an integral part of these financial statements. Consolidated cash flow statement 2008 2007 £ £ Cash flows from operating activities Loss after tax (3,270,589) (3,707,057) Adjustment for exchange difference (182,524) 78,832 Depreciation and amortisation 305,949 66,508 Proceeds on sale of tangible assets - 32,551 Impairment of goodwill 2,533,174 2,446,762 Share based compensation - 22,690 Change in inventories 16,563 4,402 Change in receivables 79,578 69,458 Change in payables (42,566) (184,421) Net interest 18,479 5,904 Income taxes credit (21,885) (69,780) Cash generated from operations (563,821) (1,234,151) Interest paid (20,121) (17,517) Income taxes paid (4,182) (2,875) Income taxes received 22,345 71,698 Net cash flow from operating activities (565,779) (1,182,845) Net cash inflows from investing activities Purchase of intangible assets (11,325) (9,890) Purchase of property, plant and equipment (690) (1,103) Interest received 2,862 11,613 Net cash flow from investing activities (9,153) 620 Cash flows from financing activities Proceeds from issue of shares 600,000 1,081,138 Share issue costs (137,625) (50,000) Proceeds from long term borrowings - 48,750 Payment of financial lease liabilities (565) (6,863) Net cash flow from financing activities 461,810 1,073,025 Net decrease in cash and cash equivalents (113,122) (109,200) Cash and cash equivalents at start of period 188,474 297,674 Cash and cash equivalents at end of period 75,352 188,474 The accompanying accounting policies and notes form an integral part of these financial statements. The financial information set out in this announcement does not constitute the Company's statutory accounts for the period ended 30 June 2008 but is derived from those accounts. Statutory accounts for the period will be delivered to Companies House following the Company's next Annual General Meeting. The Group's auditors have reported on these accounts; their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. Their report did contain an emphasis of matter statement concerning the disclosure in note 1 below concerning the group's ability to continue as a going concern. Notes to the consolidated financial statements 1. Basis of preparation These financial statements have been prepared on the going concern basis, which assumes that the company will continue in operational existence for the foreseeable future. The liabilities of the Group exceed the assets by £353,583 at 30 June 2008. On 2 July 2008 £236,000 of those liabilities were converted into share capital. The Group's ability to continue as a going concern is dependent upon being able to generate revenue in excess of expenses, in order to meet the groups liabilities as they fall due. The Group has certain confirmed income streams, through licence and royalty income, but the directors are negotiating contracts with external organisations in order to maximise the commercialisation of the groups intellectual property. The outcome of these discussions, and therefore the future revenues of the group, are uncertain. In addition it has been assumed in the forecasts that the remaining monies due to the convertible debt holder will not be repayable in the foreseeable future. On this basis, the directors believe that it is appropriate for the accounts to be prepared on the going concern basis. The accounts do not include any adjustments that would result should the company be unable to continue as a going concern. 2. Turnover and loss on ordinary activities before taxation The turnover is attributable to contract research and licence fees in regard to out licensing of intellectual property all from within the European Union. The loss on ordinary activities before taxation is 2008 2007 stated after: £ £ Research and development: Current year expenditure including depreciation and amortisation of patents, hire of equipment and operating lease rentals 897,191 750,848 Grants receivable in respect of research and (243,358) (79,489) development Auditors' remuneration: Audit services 16,000 16,000 Non-audit services- tax compliance services 4,500 12,000 Non-audit services- nominated adviser 26,000 22,221 Redundancy payment to former director - 45,970 Depreciation and amortisation: Other intangible fixed assets - patents 119,064 34,330 Property, plant & equipment, owned 182,847 29,838 Property, plant & equipment, leased 4,038 2,340 Impairment of goodwill 2,533,174 2,446,762 Provisions for diminution in value: Provision for permanent diminution in value of fixed - 32,551 assets - patents Foreign currency (gains)/losses (1,136,764) 93,323 Other operating lease rentals 163,621 163,621 3. Finance income 2008 2007 £ £ Interest receivable on bank deposits 2,747 11,613 4. Finance costs 2008 2007 £ £ Interest payable on Convertible Loan Notes (15,300) (15,300) Interest payable on bank overdrafts (5,927) (2,217) (21,227) (17,517) 5. Directors and employees Staff costs during the period were as follows: 2008 2007 £ £ Wages and salaries 267,311 354,361 Social security costs 42,148 46,460 Other pension costs 26,910 19,875 336,369 420,696 The average number of employees by category was as follows: 2008 2007 Number Number Research staff 9 10 Administrative staff 2 3 Management 2 2 13 15 Remuneration in respect of directors who constitute the key management personnel, was as follows: 2008 2007 £ £ Emoluments 84,318 76,728 Pension contributions to money purchase pension schemes 5,866 1,604 90,184 78,332 Payments to third parties for directors' services 88,380 83,665 178,564 161,997 During the period one (2007: one) director participated in defined money purchase pension schemes. During the period no directors exercised share options. The amounts set out above include remuneration in respect of the highest paid director as follows: 2008 2007 £ £ Emoluments 84,318 76,728 Pension contributions to money purchase pension schemes 5,866 1,604 90,184 78,332 6. Taxation There is a charge to taxation of £460 arising in the holding company. Auvation Limited received a Research & development tax credit refund of £22,345. No other charge to corporation tax arose. The reduction in tax losses is as a result of the liquidation of EiRx Therapeutics Limited. Unrelieved tax losses of approximately £ 0.5 million (2007: £4.6 million) remain available to offset against future taxable trading profits of the company's subsidiary company. Factors affecting the tax charge for the period. The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 30%. The differences are explained as follows: 2008 2007 £ £ Loss on ordinary activities before taxation (3,270,589) (3,776,837) Loss on ordinary activities multiplied by standard (981,177) (1,133,051) rate of corporation tax at 30% Effect of: Expenses incurred not deductible for tax purposes 1,798,233 750,189 Overprovision brought forward - 302 Income not chargeable for tax purposes (894,103) (23,847) Income tax withheld 461 - Research & development tax credit (22,345) (71,698) Tax losses carried forward on UK operating loss at 70,970 137,970 30% Tax losses carried forward on overseas operating loss 2,532 112,648 at 12.5% Lower tax rates on overseas loss 3,544 157,707 Tax credit for period (21,885) (69,780) 7. Discontinued operation In August 2008 the company's subsidiary, EiRx Therapeutics Limited, ceased trading and on 2 September 2008 was placed into liquidation. The directors consider that this entity meets the definition of a discontinued operation. The amounts included in the income statement in respect of this operation are: 2008 2007 £ £ Revenue - - Administrative expenses (3,162,449) (1,083,322) Other operating income - rent receivable 54,279 - Loss before taxation (3,108,170) (1,083,322) Taxation - - Loss for the year from discontinued operations (3,108,170) (1,083,322) The cash flows generated by the above business were as follows: 2008 2007 £ £ Net cash outflow from operating activities (21,094) 76,802 Net cash outflow from investing activities (12,014) (10,639) Net cash outflow from financing activities (618) (58,320) (33,726) 7,843 The assets, liabilities, capital additions, depreciation and amortisation and impairment of goodwill split between the continuing and discontinued activities are as follows: 2008 Continuing Discontinued Total £ £ £ Assets 235,729 - 235,729 Liabilities (353,583) - (353,583) Capital additions - 12,015 12,015 Depreciation and amortisation 1,772 304,177 305,949 Impairment of goodwill - (2,533,174) (2,533,174) 2007 Continuing Discontinued Total £ £ £ Assets 588,858 2,838,669 3,427,527 Liabilities (480,510) (154,435) (634,945) Capital additions 354 10,639 10,993 Depreciation and amortisation 15,723 63,106 78,829 Impairment of goodwill 2,446,762 - 2,446,762 8. Loss per share The calculation of the basic earnings per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. Reconciliation of the earnings and weighted average number of shares used in the calculations are set out below. 2008 Weighted average Per share Loss number of amount £ shares pence Basic and Diluted Earnings per share attributable to ordinary shareholders - (162,419) 4,429,294,673 (0.0036) Continuing - Discontinued (3,108,170) 4,429,294,673 (0.0702) - Total (3,270,589) 4,429,294,673 (0.0738) 2007 Weighted average Per share Loss number of Amount £ shares pence Basic and Diluted Earnings per share attributable to ordinary shareholders - (2,623,735) 2,787,777,108 (0.0941) Continuing - Discontinued (1,083,322) 2,787,777,108 (0.0389) - Total (3,707,057) 2,787,777,108 (0.1330) There is no dilutive effect on the loss per share as a result of the issue of options and consequently this has not been shown. 9. Goodwill Total £ Cost at 1 July 2006 5,113,786 Impairment during the year (2,446,762) At 30 June 2007 2,667,024 Impairment during the year (2,533,174) At 30 June 2008 133,850 As a result of the liquidation of EiRx Therapeutics Limited, one of the subsidiaries of the Group, as further disclosed in Note 21, the goodwill allocated to that cash generating unit has been impaired to £nil. The remaining goodwill relates to the Group's other cash generating unit, Auvation Limited. An impairment review has been performed, considering the cash forecast to be generated by Auvation Limited over a period of 2 years, discounted at a rate of 10%. No impairment was identified. 10. Other intangible assets 9. Patents £ Cost At 1 July 2006 243,408 Additions 9,890 Disposals (79,202) Foreign exchange differences (6,150) At 30 June 2007 167,946 Additions 11,325 Foreign exchange differences 28,673 Eliminated on liquidation of subsidiary (195,907) At 30 June 2008 12,037 Amortisation At 1 July 2006 (75,832) Provided in the year (34,330) Disposals 46,651 Foreign exchange differences 1,970 At 30 June 2007 (61,541) Provided in the year (119,064) Foreign exchange differences (19,596) Eliminated on liquidation of subsidiary 195,907 At 30 June 2008 (4,294) Net book amount at 30 June 2008 7,743 Net book amount at 30 June 2007 106,405 The remaining amortisation period for the patents is 5 years. 11. Property, plant and equipment Leasehold Laboratory Office property equipment equipment Total £ £ £ £ Cost At 1 July 2006 212,479 360,999 61,202 634,680 Additions - 354 749 1,103 Foreign exchange differences (5,698) (1,743) (1,642) (9,083) At 30 June 2007 206,781 359,610 60,309 626,700 Additions - - 690 690 Foreign exchange differences 36,785 48,509 10,782 96,076 Eliminated on liquidation of (243,566) (408,119) (71,781) (723,466) subsidiary At 30 June 2008 - - - - Depreciation At 1 July 2006 (51,655) (335,602) (54,786) (442,043) Provided in the year (8,280) (21,160) (2,738) (32,178) Foreign exchange differences 1,394 15,084 1,472 17,950 At 30 June 2007 (58,541) (341,678) (56,052) (456,271) Provided in the period (162,003) (19,544) (5,338) (186,885) Foreign exchange differences (23,022) (46,897) (10,391) (80,310) Eliminated on liquidation of 243,566 408,119 71,781 723,466 subsidiary At 30 June 2008 - - - - Net book amount at 30 June 2008 - - - - Net book amount at 30 June 2007 148,240 17,932 4,257 170,429 Net book amount at 30 June 2006 160,824 25,397 6,416 192,637 Included above are assets held under finance lease with a net book value of £nil (2007: £3,699). Depreciation charged in respect of such assets amounted to £ 3,699 (2007: £2,337) 12. Inventories 2008 2007 £ £ Research materials and consumable stores - 16,563 13. Trade and other receivables 2008 2007 £ £ Amounts due on calls on shares - 50,000 Trade receivables 985 10,175 Corporation tax recoverable - 659 VAT recoverable 8,902 7,134 Prepayments and accrued income 8,897 30,394 18,784 98,362 14. Trade and other payables 2008 2007 £ £ Trade payables 159,362 148,922 Social security and other taxes 321 27,341 Accruals 123,629 152,117 Amounts due under finance leases - 565 283,312 328,945 15. Commitments under finance leases and hire purchase agreements Future cash flow commitments under finance leases and hire purchases agreements are as follows: 2008 2007 £ £ Amounts payable within 1 year - 666 Less future interest not accrued - (101) - 565 16. Share capital 2008 2007 £ £ Authorised 407,827,190,760 ordinary shares of 0.001pence each 4,078,272 - 2,975,742,760 deferred shares of 0.199 pence each 5,921,728 - 2007: 5,000,000,000 ordinary shares of 0.2 pence each - 10,000,000 10,000,000 10,000,000 Allotted, called up and fully paid 6,975,742,760 ordinary shares of 0.001 pence each 69,758 - 2,975,742,760 deferred shares of 0.199 pence each 5,921,728 - 2007: 2,975,742,760 ordinary shares of 0.2 pence each - 5,951,486 5,991,486 5,951,486 On 5 December 2007, the issued and allotted share capital of the company that comprised 2,975,742,760 ordinary shares of 0.2 pence each was subdivided into 2,975,742,760 ordinary shares of 0.001 pence each and 2,975,742,760 deferred shares of 0.199 pence each. Each of the authorised and unissued shares at that date, 2,024,257,240 ordinary shares of 0.2 pence each, was subdivided into 200 ordinary shares of 0.001 pence each. On 19 February 2008, a placing of shares resulted in the issue and allotment of 4,000,000,000 ordinary shares of 0.001 pence each at a price of 0.015 pence per share. The funds raised amounted to £600,000 of which £170,125 was a debt for equity swap. As a result of the issue a net £422,375 was credited to share premium account after deducting expenses of the issue of £137,625. Subscribers under the placing were granted one warrant for every three shares subscribed. Each warrant is exercisable at a price of 0.015pence per share. 17. Statement of changes in equity Conver- Called Share Share based Exchange Profit tible debt up share premium Merger compens-ation translation and loss Total capital account reserve reserve reserve account equity £ £ £ £ £ £ £ £ Balance at 30 June 2006 - 4,970,348 1,537,542 2,999,768 100,925 (19,703) (4,406,858) 5,182,022 Differences on foreign exchange investments - - - - - 83,519 - 83,519 Net income recognised directly in equity - - - - - 83,519 - 83,519 Loss for the year - - - - - - (3,707,057) (3,707,057) Total recognised income and expense for the year - - - - - 83,519 (3,707,057) (3,623,538) Issue of shares & related costs - 981,138 50,000 - - - - 1,031,138 Share option charge - - - - 22,690 - - 22,690 Reserve transfers - - - (1,689,582) - - 1,689,582 - Issue of convertible debt 306,000 - - - - - - 306,000 Balance at 30 June 2007 as previously stated 306,000 5,951,486 1,587,542 1,310,186 123,615 63,816 (6,424,333) 2,918,312 Prior year adjustment (306,000) - - - - - - (306,000) Balance at 30 June 2007 as restated - 5,951,486 1,587,542 1,310,186 123,615 63,816 (6,424,333) 2,612,312 Differences on foreign exchange investments - - - - - (157,681) - (157,681) Net income recognised directly in equity - - - - - (157,681) - (157,681) Loss for the year - - - - - - (3,270,589) (3,270,589) Total recognised income and expense for the year - - - - - (157,681) (3,270,589) (3,428,270) Issue of shares & related costs - 40,000 422,375 - - - - 462,375 Reserve transfers - - - (1,212,464) - - 1,212,464 - Balances at 30 June 2008 - 5,991,486 2,009,917 97,722 123,615 (93,865) (8,482,458) (353,583) Prior year adjustment The balance sheet as at 30 June 2007 has been restated to reflect a reclassification in respect of convertible debt. The convertible debt has been reclassified from equity to debt, in accordance with IAS 32: Financial Instruments: Presentation, as a result of this adjustment. The effect of restating the accounting is a reduction in net assets of £306,000. 18. Financial instruments The group uses financial instruments, other than derivatives, comprising borrowings, cash on deposit and in current accounts and other items, such as trade debtors, trade creditors, etc. that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The main risk arising from the group financial instruments is currency risk. The board reviews and agrees policies for managing each of these risks and they are summarised below. It is and has been throughout the period under review, the group policy that no trading in financial instruments shall be undertaken. Interest rate risk The group has financed its operations to date from cash raised from issues of shares. Cash surplus to immediate requirements is placed on interest bearing deposit with the group's bankers. The table below shows the extent to which the group had cash on deposit and in current accounts and the rates of interest applicable to deposits at 30 June 2008. At 30 June 2008 Deposit at 30 day Current Functional currency of operation call deposits accounts Total £ £ £ £ Sterling (note 1) 75,279 - 73 75,352 At 30 June 2007 Deposit at 30 day Current Functional currency of operation call deposits accounts Total £ £ £ £ Sterling (note 1) 99,470 - 56,687 156,157 Euro (note 2) 1 - 32,286 32,287 99,471 - 88,973 188,444 Note 1: As at 30 June 2007 & 2008, the sterling deposit at call was at a rate of 1% being LIBOR minus 3.5%. Deposit interest rates depend on both LIBOR and the value of funds on deposit. Note 2: As at 30 June 2007 & 2008, the Euro 30-day deposit was at a rate of 1.68% being 30 day EURIBOR minus 0.4%. The rate of interest depends on both EURIBOR and the value of funds on deposit. Liquidity risk The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. All liabilities held by the company are due within one year. Currency risk The group does not hedge its exposure of foreign investments held in foreign currencies. The group is exposed to translation and transaction foreign exchange risk. In relation to translation risk, assets held in foreign currency are currently left exposed. Transaction exposures are hedged when known, mainly using the forward hedge market. The table below shows the extent to which group companies had monetary assets and liabilities in currencies other than their local currency. Foreign exchange differences on retranslation of these assets and liabilities are taken to profit and loss account of the group companies and the group. At 30 June 2008 Functional currency of operation Sterling US Dollar Euro Total £ £ £ £ Sterling - - - - Euro - - - - - - - - At 30 June 2007 Functional currency of operation Sterling US Dollar Euro Total £ £ £ £ Sterling - - - - Euro 3,618 9,105 - 12,723 3,618 9,105 - 12,723 The fair value of the financial instruments is not considered to be materially different from the book values shown. 19. Leasing commitments The gross amount of the Group's future minimum operating lease payments are as follows: Land and buildings 2008 2007 £ £ Between two and five years - 440,040 In five years or more - 1,407,752 - 1,847,792 20. Retirement benefits Defined Contribution Pension Scheme The group operates a defined contribution pension scheme for the benefit of the employees and full-time executive directors of EiRx Therapeutics Limited. The assets of the scheme are administered by trustees in a fund independent from those of the group. The contributions of the company and its subsidiary undertakings and employees will remain at 7% and 5% of earnings respectively. 21. Post balance sheet events In February 2008, Bank of Scotland had indicated a willingness to increase its lending facility to the group from £200,000 to £350,000 based on a personal guarantee provided by Peter Hoskins, a major shareholder in the company. In March 2008 Bank of Scotland had been repaid the £200,000 advanced under their previous facility from the proceeds of the share placing that had been made that month. In July 2008, when draw-down of the agreed, increased facility was requested Bank of Scotland refused. The directors obtained and communicated legal advice to Bank of Scotland that they had a strong case to seek specific performance of the lending facility but the bank disagreed with this position and indicated it would defend itself in Court vigorously. The group lacked the resources and the time that were required to seek legal redress. Alternative sources of funding were sought over the next four weeks but to no avail. As a result of the circumstances described in the preceding paragraph, on 18 August 2008, the directors of EiRx Therapeutics Limited ("ETL"), having considered ETL's financial condition and future prospects carefully, concluded that ETL could not continue to trade by reason of its insolvency. As a consequence the directors passed a resolution to cease trading with immediate effect and at a meeting of creditors held in Dublin on 2 September 2008 Michael McAteer of Foster McAteer, Chartered Accountants, was appointed liquidator. As are result, all of the group's assets relating to ETL, including goodwill, have been fully written off at 30 June 2008, in these financial statements. This has resulted in a loss of £3,108,170 in respect of ETL, recognised in these financial statements, and disclosed as the loss for the year for discontinued operations. On 2 July 2008, EiRx Pharma Limited, holder of the convertible debt, opted to convert £236,600, including £30,600 of accrued interest, of the convertible debt to share capital and was issued 1,573,333,333 shares. 22. Transactions with directors and other related parties Included in directors' remuneration in note 5 to the financial statements are payments to third parties as follows: (i) £30,300 (2007: £28,000) was payable to Wellbeach Associates, a partnership in which John Pool has an interest. This amount remains outstanding for payment. (ii) £29,040 (2007: £23,265) was payable for scientific consultancy to Prof. Thomas Cotter. This amount remains outstanding for payment. (iii) £29,040 (2007: £32,400) was payable to a business in which Nicholas Strong is the principal shareholder, for financial consultancy. This amount remains outstanding for payment. In each case, the directors are responsible for their own tax and national insurance in respect of such fees and have indemnified the company and its subsidiary accordingly. This amount remains outstanding for payment. Except as disclosed above, no director or other related party had a loan from the company at any time during the year. 23. Ultimate holding company No other corporate entity holds a majority of the issued shares in the capital of this company. Therefore, the largest and smallest entity in which the company's results are consolidated is that represented by these financial statements. 24. Transition to International Financial Reporting Standards The following statements show the reconciliation of the group's results as originally reported under UK GAAP to revised reporting under International Financial Reporting Standards ("IFRS") from 1 July 2006, the date of adoption of IFRS, to 30 June 2008. One adjustment has been made to restate the figures previously reported under UK GAAP: 1 In the UK GAAP financial statements to 30 June 2007 £1,250,000 impairment to goodwill in previous years was reversed as a result of further scientific developments and a collaboration with Professor Anita Maguire which had resulted in increased forecast cash flows. IAS 36 Impairment of Assets does not allow an impairment loss recognised for goodwill to be reversed in subsequent periods. As a result the loss for the year ended 30 June 2007 has been increased by £1,250,000 and the net assets at 30 June 2007 have been decreased by £1,250,000. Reconciliation of consolidated income statement for the year ended 30 June 2007 UK GAAP Adjustment IFRS £ £ £ Turnover 79,146 - 79,146 Administrative expenses (2,648,227) (1,250,000) (3,898,227) Other operating income - rent 48,148 - 48,148 receivable Operating loss (2,520,933) (1,250,000) (3,770,933) Net interest (5,904) - (5,904) Loss on ordinary activities before (2,526,837) (1,250,000) (3,776,837) taxation Taxation 69,780 - 69,780 Loss on ordinary activities after (2,457,057) (1,250,000) (3,707,057) taxation for the year Loss per share 0.0881p 0.0550p 0.1330p The amounts shown in the IFRS column above do not agree to the comparative in the income statement on page 17, as the detailed amounts on page 17 exclude the results from ETL, which has been treated as a discontinued activity. Reconciliation of equity at 1 July 2006 UK GAAP Adjustment IFRS £ £ £ Non-current assets Intangible assets Goodwill 5,113,786 - 5,113,786 Patents 167,576 - 167,576 5,281,362 - 5,281,362 Tangible assets 192,637 - 192,637 5,473,999 - 5,473,999 Current assets Inventories 20,965 - 20,965 Trade and other receivables 167,820 - 167,820 Cash and cash equivalents 297,674 - 297,674 486,459 - 486,459 Trade and other payables (520,753) - (520,753) Convertible debt (257,250) - (257,250) Net current (liabilities) (291,544) - (291,554) Total assets less current liabilities 5,182,455 - 5,182,455 Non-current-liabilities (433) - (433) Net assets 5,182,022 - 5,182,022 Equity Called up share capital 4,970,348 - 4,970,348 Share based compensation reserve 100,925 - 100,925 Share premium account 1,537,542 - 1,537,542 Merger reserve 2,999,768 - 2,999,768 Exchange translation reserve (19,703) - (19,703) Profit & loss account (4,406,858) - (4,406,858) Total equity 5,182,022 - 5,182,022 Reconciliation of equity at 30 June 2007 UK GAAP as restated Adjustment IFRS £ £ £ Non-current assets Intangible assets Goodwill 3,917,024 (1,250,000) 2,667,024 Patents 106,405 - 106,405 4,023,429 (1,250,000) 2,773,429 Tangible assets 170,429 - 170,429 4,193,858 (1,250,000) 2,943,858 Current assets Inventories 16,563 - 16,563 Trade and other receivables 98,362 - 98,362 Cash and cash equivalents 188,474 - 188,474 303,399 - 303,399 Trade and other payables (328,945) - (328,945) Convertible debt (306,000) - (306,000) Net current (liabilities) (331,546) - (331,546) Total assets less current 3,862,312 (1,250,000) 2,612,312 liabilities Non-current-liabilities - - - Net assets 3,862,312 (1,250,000) 2,612,312 Equity Called up share capital 5,951,486 - 5,951,486 Share based compensation reserve 123,615 - 123,615 Share premium account 1,587,542 - 1,587,542 Merger reserve 2,999,768 (1,689,582) 1,310,186 Exchange translation reserve 63,816 - 63,816 Profit & loss account (6,863,915) 439,582 (6,424,333) Total equity 3,862,312 (1,250,000) 2,612,312 The UK GAAP figures at 30 June 2007 have been restated from those previously reported as a result of the prior year adjustment, as disclosed in Note 17. Reconciliation of condensed consolidated cash flow statement for the twelve months ended 30 June 2007 UK GAAP Adjustment IFRS £ £ £ Cash flows from operating activities Loss after tax (2,457,057) (1,250,000) (3,707,057) Adjustment for exchange difference 78,832 - 78,832 Depreciation and amortisation 32,178 - 32,178 Impairment of goodwill 1,263,643 1,250,000 2,513,643 Share based compensation 22,690 - 22,690 Change in inventories 4,402 - 4,402 Change in receivables 68,799 - 68,799 Change in payables (181,058) - (181,058) Net interest 5,904 - 5,904 Income taxes charge/(credit) (69,780) - (69,780) Cash generated from operations (1,231,447) - (1,231,447) Interest paid (17,517) - (17,517) Income taxes paid (2,875) - (2,875) Income taxes received 71,698 - 71,698 Net cash flow from operating (1,180,141) - (1,180,141) activities Cash flows from investing activities Purchase of intangible assets (9,890) - (9,890) Purchase of property, plant & (1,103) - (1,103) equipment Interest received 11,613 - 11,613 Net cash flow from investing 620 - 620 activities Cash flows from financing activities Proceeds from issue of shares 1,081,138 - 1,081,138 Share issue costs (50,000) - (50,000) Proceeds from long term borrowings 48,750 - 48,750 Payment of financial lease (6,863) - (6,863) liabilities Net cash flow from financing 1,073,025 - 1,073,025 activities Net decrease in cash and cash (106,496) - (106,496) equivalents at end of period Cash and cash equivalents at start 294,405 - 294,405 of period Cash and cash equivalents at end of 187,909 - 187,909 period NOTICE OF ANNUAL GENERAL MEETING OF EIRX THERAPEUTIC PLC (Company No. 04927339) NOTICE is given that the Annual General Meeting of EiRx Therapeutics plc will be held at the offices of Shepherd and Wedderburn, 5th Floor, 10 St Paul's Churchyard, London EC4M 8AL on Thursday 29 January 2009 at 11.00 am for the following purposes: ORDINARY BUSINESS To consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions: To receive and adopt the Company's annual accounts for the financial year ended 30 June 2008 together with the directors' report and auditors' reports on those accounts. To reappoint Nick Strong, who retires by rotation, as a director of the Company. To reappoint Grant Thornton UK LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration to be determined by the directors. SPECIAL BUSINESS To consider and, if thought fit, pass the following resolutions, of which the resolution numbered 4 will be proposed as an ordinary resolution and the resolution numbered 5 will be proposed as a special resolution:- THAT, in substitution for any existing authority under section 80 of the Companies Act 1985 (as amended) (the "Act") but without prejudice to the exercise of any such authority prior to the time at which this resolution takes effect, the directors be generally and unconditionally authorised pursuant to and in accordance with section 80 of the Act to allot relevant securities (within the meaning of section 80(2) of the Act) up to an aggregate nominal amount equal to £100,000, such authority to expire on the conclusion of the Company's next Annual General Meeting following the date of the passing of this resolution or, if earlier, on the expiry of 15 months from the date of the passing of this resolution, save that the Company may, before this authority expires or is replaced or revoked, make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry or replacement or revocation and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired or, as the case may be, been replaced or revoked. THAT, conditional upon resolution 4 being passed, and in substitution for any existing power under section 95 of the Companies Act 1985 (as amended) (the "Act"), but without prejudice to the exercise of any such power prior to the time at which this resolution takes effect, the directors be empowered, pursuant to section 95(1) of the Act, to allot equity securities (within the meaning of section 94(2) of the Act) for cash pursuant to the articles of association of the Company as if section 89(1) of the Act did not apply to any such allotment, such power to expire on the conclusion of the Company's next Annual General Meeting following the date of the passing of this resolution or, if earlier, on the expiry of 15 months from the date of the passing of this resolution, save that the Company may, before this power expires or is replaced or is revoked, make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry or replacement or revocation and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired or, as the case may be, been replaced or revoked; provided always that such power shall be limited to: * the allotment of equity securities for cash in connection with or pursuant to a rights issue, open offer or any other offer in favour of the holders of equity securities (excluding any holder of treasury shares) where the equity securities respectively attributable to the interest of all the holders of equity securities are proportionate (as nearly as may be practicable) to the respective numbers of such securities held by them on a fixed record date, but subject to such exclusions or other arrangements as the directors may consider necessary, expedient, desirable or appropriate to deal with any fractional entitlements or legal or practical difficulties which may arise under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or otherwise; and * the allotment of equity securities, other than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount equal to £100,000. Registered office: 50 Broadway BY ORDER OF THE BOARD Westminster Nicholas Strong London Company Secretary Sw1H 0BL 29 December 2008 Notes: * A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote at the meeting instead of him/her. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. A proxy need not be a member of the Company. A form of proxy is enclosed with this notice of extraordinary general meeting. To be valid a duly executed form of proxy (together with any authority, if any, under which it is executed, or a certified copy of such power or authority) must be sent or delivered to the Company's registrars, Capita Registrars (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received by no later than 48 hours before the time appointed for the meeting (or, if the meeting is adjourned, not more than 48 hours before the time appointed for the adjourned meeting). Completion, signature and submission of a form of proxy will not preclude a member of the Company entitled to attend and vote from attending and voting, in substitution for his/her proxy, should he/she so wish. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders of the Company on the register of members at 6.00p.m. on Tuesday 27th January 2009 or, if the meeting is adjourned, shareholders entered on the register of members not later than 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend or vote at the extraordinary general meeting. This information is provided by RNS The company news service from the London Stock Exchange END FR BDBDDIBXGGIG
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