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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ilika Plc | LSE:IKA | London | Ordinary Share | GB00B608Z994 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.00 | 3.64% | 28.50 | 27.00 | 30.00 | 28.50 | 27.50 | 27.50 | 129,450 | 12:59:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Coml Physical, Biologcl Resh | 702k | -7.3M | -0.0459 | -6.21 | 45.31M |
From Apr 2019 to Apr 2024
TIDMIKA
RNS Number : 6540K
Ilika plc
11 July 2017
ILIKA plc
(The "Company" or the "Group")
Final Results
Financial Statements for year ended 30 April 2017
Ilika (AIM: IKA), the accelerated materials innovation company, announces its audited full-year results for the year ended 30 April 2017.
Operational highlights:
-- Launch of Stereax(TM) P180, the extended temperature range solid-state battery
-- Collaboration with a bioelectronics company to develop Stereax for miniature medical implants
-- Collaboration with Sharp to integrate Stereax solid-state batteries with Sharp's photovoltaic technology
-- Grant of patents protecting Stereax technology
-- Award of grant to develop protected anodes for lithium sulphur batteries with Johnson Matthey
-- Award of grant to develop photonic materials for Hard Disk Drives with Seagate
-- Collaboration with Toyota Research Institute to identify new advanced battery materials and fuel cell catalysts that can power future zero-emissions and carbon-neutral vehicles
-- Grant of patents protecting unique High-Throughput Vapour Deposition method
Financial highlights:
-- Revenues of GBP1.1m (2016: GBP0.6m) -- Net Loss for the year of GBP3.5m (2016: GBP3.5m) -- Loss per share of 4.8p (2016: 5.2p)
-- Cash, cash equivalents and bank deposits of GBP5.4m (2016: GBP3.0m) post fundraising of GBP5.8m (net) in the year
Commenting on the results Ilika's Chairman, Mike Inglis, said: "I have been very encouraged by the operational and commercial progress made at Ilika this year. We followed up the launch of our first Stereax product, the M250, with the launch of a high temperature battery, the P180, for industrial IoT applications. Using our Stereax pilot line we have been able to supply samples of our batteries to potential customers and support the discussions being led by our commercial team around the globe. The first commercial engagements for Stereax have been secured and I anticipate these, and other interactions, to lead to closer engagements going forward. I am also pleased to see revenues tick up this year, which based on our strong current order book, is a trend I expect to see continuing in 2017/18."
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 30(th) April 2017.
Principal activities
Ilika plc is the holding company for Ilika Technologies Limited, a pioneer in solid-state battery technology and materials innovation. Ilika has developed ground-breaking solid-state battery technology to meet the demands of the Internet of Things (IoT). Ilika has a unique, patent protected high throughput technology platform which accelerates the discovery of new and patentable materials for identified end uses in the automotive, aeronautical and electronics sectors.
Business Strategy
The Company's strategy is to commercialise the intellectual property (IP) that it has created and continues to create, in its Stereax solid-state battery programme. The Company has developed miniature batteries as an enabler for wireless sensors used in industrial and medical applications.
The Company's objective is to have its batteries integrated into market-leading products sold by leading commercialisation partners around the world. The Company generally expects these end-products to fit into or create end-markets worth in excess of $1 billion per year, in which the Directors believe a number of the Company's commercialisation partners are positioned to have a leading share.
The Company uses its processes to discover and commercialise novel materials for integration into products with high value end-markets. In order to ensure a high probability of commercial success, the Company prefers to develop these materials in collaboration with large multinational companies, which have the expertise to bring new products to market to address unmet needs in their sectors. The Company aims to create IP such that it will benefit from commercialisation rewards associated with the ultimate generally adopted technology.
The Company is pursuing its objectives through the following strategies:
-- Developing leading-edge high throughput development processes;
-- Partnering with companies committed to developing and globally commercialising jointly developed products;
-- Using high throughput processes to invent patentable functional materials across addressable markets in the automotive, aeronautical and electronic components sectors; and
-- Development of valuable products through the application of functional materials.
The Company's revenue model involves three phases of activity: a) commercially-funded and grant-funded development projects; b) IP licensing; c) receipt of royalties when products incorporating Company IP reach market. The Company is currently in the first phase of activity, with its revenue being generated from development fees. The Company has built a pipeline of licensing opportunities to support the start of its second phase of revenue generation.
Operating Review
Solid-State Batteries
Ilika has been working with solid-state battery technology since 2008 and has developed a type of lithium-ion battery, which, instead of using liquid or polymer electrolyte, uses a ceramic ion conductor, making it particularly suitable for micro-battery applications. Battery technology is a key challenge in the electronics sector, with IoT being a key driver of growth and battery technology development.
IoT devices offer a different set of battery challenges compared to other electronic devices. They have similar pressures, such as cost and availability, but they also have some specific requirements:
o Small size in both footprint and thickness o Ability to be trickle charged o Charged only when an energy harvester can get energy o Longer life span to match those of sensors and MCUs o Support wider temperature ranges
Ilika's solid-state batteries have several benefits over currently available lithium-ion batteries:
o 6x faster to charge o Energy dense in a small footprint o 10x lower leakage currents o Non-flammable o Can be integrated into IC components to reduce end device size
Battery Product Launch
In April 2016, Ilika launched its Stereax(TM) M250 solid-state battery IP. This is a miniaturised solid-state battery for IoT devices and is designed to address the key challenge of always-on, self-charging and efficient energy. Ilika Stereax(TM) batteries use patented materials and processes enabling superior energy density per battery footprint, up to 40% improvement on current solid-state solutions. Ilika's batteries do not contain any free lithium which makes them more moisture resistant. The Stereax(TM) M250 operates in a temperature range to over 100degC, 30degC higher than existing solid-state products.
In April 2017, Ilika launched the Stereax(TM) P180 with the additional benefits of support for extended temperature ranges from -40degC up to +150degC. This range is required for many Industrial IoT and Automotive end applications enabling always on, self-charging energy efficient IoT solutions for more demanding environments. As the trend towards digitising industrial processes gathers momentum there is a growing requirement for components with enhanced tolerance to temperature, moisture and vibration.
Battery Roadmap
The Ilika Stereax(TM) roadmap focuses on three main areas:
-- Performance. The hostile environment of many industrial applications requires tolerance to extended temperature ranges and vibration. The Stereax(TM) P180 is the first solid-state battery to address these needs and its launch will be supported by further development in this area.
-- Capacity. For the launch of both the M250 and the P180, Ilika designed and made some wireless sensor nodes measuring temperature, humidity and light intensity. The power requirements of sensors does vary, depending on the nature of the sensor. For example, a motion detector has a higher power requirement than a temperature sensor. In order to be able to power a wider range of devices, Ilika is increasing the energy footprint of its batteries. Increasing the amount of energy for a given active footprint can be achieved by utilising Ilika's patented stacking feature, which allows multiple cells to be stacked on top of one another.
-- Miniaturisation. This looks at progressively smaller footprints at smaller currents (uAh), making them ideal for small sensor driven devices.
Medical
During the year, the company announced a two-year collaborative project with a well-financed bioelectronics company to develop a battery for miniature medical implants to provide treatments for serious health conditions, through the body's own nervous system. The programme is supported by Innovate UK and the Medical Research Council.
Integrated energy harvester and battery
During the year the company announced a two-year collaborative project with Sharp Laboratories of Europe (now known as Lightricity) to create an autonomous energy harvesting power source which will involve the integration of Ilika's solid-state battery with Lightricity's photovoltaic (PV) technology creating the world's first fully integrated thin-film power source. This integration project is aligned with the development track for increasing the capacity of Stereax batteries.
Patent Position
In March 2017, Ilika announced it had received a granted Patent in the USA for its patent application supporting solid-state batteries jointly filed with Toyota Motor Company in July 2011. This Notice in USA followed the successful British grant in April 2014, the Notice of Grant in Europe in July 2015 and in China in September 2015. This patent family is one of the two earliest filings of a growing portfolio of IP exemplifying Ilika's unique approach to solid-state battery production using evaporation sources. The more recent applications in the portfolio contain both jointly-owned and solely owned IP.
Materials Portfolio Activities
Solid-state battery development accounted for about 60% of activity in the year, the Company was also active in the development of aerospace alloys and materials for electronics applications.
Energy Materials
In August 2016, Ilika announced that it is taking part in a three-year project to develop protected anodes for lithium sulphur batteries, led by Johnson Matthey Plc. This project is developing an innovative protected lithium anode approach to discover new electrolyte composition options and fabricate a free-standing, lithium-containing protected anode/separator for integration into pouch cells. The novel protected anode is intended to mitigate a commonly experienced problem in lithium-sulphur cells, the so-called polysulphide shuttle effect, leading to enhanced performance cells that can be made with existing cell fabrication methods. The pouch cells being developed in this project are high capacity, low cost batteries for large scale renewable energy storage and therefore address a distinct market segment to the Internet of Things (IoT) applications for which Ilika's Stereax(TM) batteries are designed
In March 2017, Ilika announced a $1m commercially funded program with the Toyota Research Institute ('TRI') to develop game changing energy materials. The program is part of a $35 million investment by TRI over the next four years in research that uses artificial intelligence to accelerate the design and discovery of advanced materials. In this initial one year collaboration with the Company, Ilika's unique high throughput platform is being used to make and test candidate materials, which have been identified using simulation, machine learning and artificial intelligence strategies. Promising materials will be further scaled-up by Toyota and its suppliers for deployment in its future low-emission vehicles.
Aerospace Alloys
Ilika has continued in its lead role in a GBP2.15m, three year Innovate UK grant funded project with BAE Systems, GKN, Reliance Precision Engineering and the University of Sheffield. The project started in September 2015 to develop a new generation of self-healing alloys suitable for additive manufacturing (AM) processes and to develop a metallic manufacturing process that takes advantage of the flexibility of AM and the precision of subtractive manufacturing. This will enable the manufacture of novel components with critical feature tolerances, meeting the challenges faced in the design of mechanisms for the aerospace industry with lower weight, structural integrity and functional performance.
Additionally, Ilika has continued in its role leading a GBP1.33 million three year Innovate UK funded project with Rolls Royce, Diamond Light Source and the University of Cambridge to develop new superalloy compositions for gas turbine engines with better thermo efficiency than current alloys. The alloys are designed to increase gas turbine performance, reducing CO(2) emissions and noise levels at take-off. This program is due to continue until September 2017.
Electronic Materials
The two-year project with Seagate and the University of Southampton ("UoS"), announced in February 2016, is providing a demonstration of "2D materials" for Hard Disk Drive ('HDD') applications. 2D materials are crystalline materials consisting of a single layer of atoms. Materials with superior nanophotonic properties are being developed to achieve improved hard drive performance and reliability. These materials must operate at temperatures of up to 300 C for thousands of hours, requiring extremely robust nanomaterials that have specific photonic properties allowing light energy to be conducted
In February 2017, the Company announced a further 18 month project with Seagate to develop photonic materials and processes for HDD technology. This project will deliver a process for photonic material development with improved data capacity using engineered materials to enable Heat Assisted Magnetic Recording ("HAMR"). Photonic materials, engineered with new process methods, will boost performance and reliability for HAMR hard drives, decreasing time to market.
Key performance indicators ('KPIs')
The board considers that the most important KPIs are technical and operational and relate to the sales pipeline and engagement of commercialisation partners resulting from the progress of the technical development programmes outlined above.
The most important financial KPIs are the cash position and the operating loss of the Group, which remain under constant focus and which are considered in the financial review.
FINANCIAL REVIEW
The Financial Review should be read in conjunction with the consolidated financial statements of the Company and Ilika Technologies Limited (together the 'Group') and the notes thereto. The consolidated financial statements are presented under International Financial Reporting Standards as adopted by the European Union. The financial statements of the Company continue to be prepared in accordance with International Financial Reporting Standards as adopted by the EU.
Statement of Comprehensive Income
Revenues
Revenue, all from continuing activities, for the year ended 30(th) April 2017 was GBP1.1m (2016: GBP0.6m). This includes GBP739k of grant income recognised from six projects that the company has in progress with Innovate UK (2016: GBP455k from three programs). Details of the various programmes are provided in the Materials Portfolio activities.
More of the Company's activities are supported by grant or commercial funding than was the case in the prior year, where operational resources were more heavily devoted to the internally funded battery development programme.
Administrative expenses and losses for the period
Total administrative costs for the year were slightly increased at GBP3.9m in 2017 relative to GBP3.8m in 2016. This increase is attributable to the increased spend on research and development in the year, particularly associated with the solid-state battery development program.
Combined cost of sales and administrative expenses were GBP4.3m in the year which is up from the GBP4.1m for 2016 and is associated with the increased level of commercial and grant supported programs.
Options were granted in the year and, taken together with a full year's charge for options that were granted last year, gave rise to a share based payment charge than increased by around GBP0.2m to GBP0.5m.
This increased accounting adjustment meant that loss on continuing activities before tax remained at GBP3.9m.
Statement of financial position and cash flows
At 30(th) April 2017, net assets amounted to GBP6.2m (2016: GBP3.4m), including net funds of GBP5.4m (2016: GBP3.0m).
The principal elements of the GBP2.4m increase over the year ended 30 April 2017 in net funds were:
-- Funds raised in the year GBP5.8m (2016 GBP0.0m) -- Cash used in operations of GBP3.6m (2016: GBP3.3m); -- Purchase of plant, property and equipment of GBP0.2m (2016: GBP0.1m) -- Research and development tax credits received of GBP0.4m (2016: GBP0.3m);
On 18(th) October 2016, gross funds of GBP6.3m was raised from new and existing institutional shareholders to strengthen the Group's balance sheet and provide additional working capital during the solid-state battery commercialisation process. Expenses of GBP465k were incurred in the placing.
Trade receivables at the year-end increased from GBP28k to GBP133k, due to the start of the program with TRI. This balance was within payment terms and has been received post year end.
Accrued income at the year-end increased from GBP117k to GBP371k. This is revenue recognised from the six grant funded programs with Innovate UK relative to the three programs last year.
GBP75k of the increase in other receivables in the year is the funds placed in a bond account, taking it to GBP150k to cover the dilapidations provision shown in note 12.
Treasury policy and financial risk management
Details of the risks associated with financial instruments are shown in note 13.
PRINCIPAL RISKS AND UNCERTAINTIES
Commercial risk
The Group is subject to competition from competitors who may develop more advanced and less expensive alternative technology platforms, both for existing materials and for those materials currently under development. The Group is largely dependent on its partners to commercialise the end-products containing the Group's materials.
The Group seeks to reduce this risk by continually assessing competitive technologies and competitors. The Group seeks to commercialise materials through multiple channels to reduce overreliance on individual partners and, in agreements with partners, it ensures that there are commercialisation milestones which must be met for the partner to retain the rights to commercialise the materials.
Financial risk
The Group is reliant on a small number of significant customers and partners. Termination of these agreements could have a material adverse effect on the Group's results or operations or financial condition. The Group expects to incur further operating losses as progress on development programmes continue. There can be no assurance that the Group will ever achieve significant revenues or profitability.
The Group seeks to reduce this risk by broadening the number of customers and partners and thereby reduce reliance on individual significant companies. The Group applies for Research and Development tax credits to help mitigate its investment in these activities.
Intellectual property risk
The Group faces the risk that intellectual property rights necessary to exploit research and development efforts may not be adequately secured or defended. The Group's intellectual property may also become obsolete before the products and services can be fully commercialised.
The Group seeks to reduce this risk by employing in-house staff with extensive global experience of patenting and licensing using commercially available patent searching and landscaping software. External patent agents and attorneys are used to advise on the drafting and filing of patent applications.
Dependence on senior management and key staff
Certain members of staff are considered vital to the successful development of the business. Failure to continue to attract and retain such highly skilled individuals could adversely affect operational results.
The Group seeks to reduce this risk by offering appropriate incentives to staff through competitive salary packages and participation in long-term share option schemes.
Brexit risk
The Group has reviewed the potential impact of Brexit on the risks identified above and believes that whilst intellectual property risk will remain largely unaffected, there may be an impact in the future regarding the Group's ability to attract and retain highly skilled individuals.
The Group is alert to and continuously reviewing this potential risk and formulating its response at the appropriate time.
By order of the Board
Mike Inglis Graeme Purdy Chairman CEO
11(th) July 2017
DIRECTORS' REPORT
Directors
The Directors who served on the board of Ilika during the year and to the date of this report were as follows:
Executive
Mr S Boydell (FD and Company Secretary)
Prof. B. E. Hayden (CSO)
Mr G. Purdy (CEO)
Non-Executive
Mr M. Inglis (Chairman)
Ms. C Spottiswoode CBE
Prof. Sir W Wakeham (Senior Independent Director)
Prof. K Jackson
Research and development costs
In accordance with the policy outlined in note 1, the Group incurred research and development expenditure of GBP2,110,843 in the year (2016: GBP2,057,966). Commentary on the major activities is given in the Strategic Report.
Financial instruments
The use of financial instruments and financial risk management policies is covered in the Strategic Report and also in note 13 of the financial statements.
Future developments
Information on the future developments of the business are included in the Strategic Report.
Dividends
The Directors do not recommend the payment of a dividend.
Directors' interests in ordinary shares
The directors, who held office at 30(th) April 2017, had the following interests in the ordinary shares of the Company:
Hot Features
Premium
Number of shares
1st May 2016 30th April 2017
G Purdy 589,427 609,427
C Spottiswoode 45,454 45,454
S Boydell 9,090 9,090
M Inglis 65,000 115,000
W Wakeham - 20,000
K Jackson - 20,000
B Hayden* - -
* B Hayden had an interest in preference shares of the Company amounting to 426,300 at 1(st) May 2016 and at 30(th) April 2017.
Between 30(th) April 2017 and the date of this report, there has been no change in the interests of directors in shares as disclosed in this report.
Substantial shareholdings
On 28(th) June 2017 the Company had been notified of the following holdings of more than 3% or more of the issued share capital of the Company.
Shareholder No. of ordinary % shareholding
shares
---------------------- --------------- --------------
Charles Stanley Group
plc 9,863,826 15.0
---------------------- --------------- --------------
Henderson Global 11,300,000 14.4
---------------------- --------------- --------------
Ruffer LLP 6,715,999 8.6
---------------------- --------------- --------------
IP Group plc 6,358,779 8.1
---------------------- --------------- --------------
Baillie Gifford &
Co. 5,905,706 7.5
---------------------- --------------- --------------
Parkwalk Advisors 5,300,000 6.8
---------------------- --------------- --------------
Richard Griffiths 2,574,836 3.3
---------------------- --------------- --------------
Southampton Asset
Management 2,349,900 3.0
---------------------- --------------- --------------
Post balance sheet events
There are no significant post balance sheet events from the 30(th) April 2017 to the signing of this report.
Auditors
All the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company's Auditors for the purposes of their audit and to establish that the Auditors are aware of that information. The Directors are not aware of any relevant audit information of which the Auditors are unaware.
A resolution to re-appoint BDO LLP will be proposed at the next Annual General Meeting.
By order of the board
Steve Boydell
Company Secretary
DIRECTORS' REMUNERATION REPORT
Remuneration Committee
The Group's remuneration policy is the responsibility of the Remuneration Committee (the 'Committee'). The terms of reference of the Committee are outlined in the Corporate Governance Statement. The Committee members are Mike Inglis (Chairman), Clare Spottiswoode, Prof Keith Jackson and Prof Sir William Wakeham, all of whom are independent non-executive directors.
The Chief Executive Officer and certain executives may be invited to attend Committee meetings to assist with its deliberations, but no executive is present when their own remuneration is being discussed.
Remuneration policy
(i) Executive remuneration
The Committee has a duty to establish a remuneration policy which will enable it to attract and retain individuals of the highest calibre to run the Group. Its policy is to ensure that the executive remuneration packages of executive directors and the fee of the Chairman are appropriate given performance, scale of responsibility, experience, and consideration of the remuneration packages for similar executive positions in companies it considers to be comparable. Packages are structured to motivate executives to achieve the highest level of performance in line with the best interests of shareholders. A significant proportion of the total remuneration package, in the form of bonus and share options, is performance driven and has been constructed following consultation with major shareholders.
Components of remuneration
Component Purpose and Operation Performance
link to strategy metrics
------------- -------------------- -------------------------- --------------------
Base salary To attract Reflecting individual's Take into
and retain role, experience account Group
talent. and performance. and individual
Base salaries are performance,
reviewed annually external benchmark
in January. information
and internal
relativities
------------- -------------------- -------------------------- --------------------
Benefits To offer market Contribution to n/a
and Pension competitive the executive director's
package individual money
purchase scheme
(at between 8% and
10% of base salary)
and critical illness
cover
------------- -------------------- -------------------------- --------------------
Short--Term Rewards the Maximum bonus of Delivery of
Incentive achievement base salary: 100% exceptional
Plan - of short--term CEO, 60% CSO and performance
annual financial 40% CFO. 50% of against a
performance and strategic the bonus is payable series of
related project milestones in cash and 50% financial,
bonus is deferred into commercial
shares (using nominal and technology
cost options) for objectives.
one year, subject
to continued employment
------------- -------------------- -------------------------- --------------------
Long--Term Incentivise, Ilika plc Long Term Awards vest
Incentive retain and Incentive Plan 2015 to the extent
Plan - reward the (the "LTIP"), was that challenging
restricted executive adopted by shareholders share price
share directors at the 2015 AGM targets have
unit awards for successfully Single awards of been met.
taking the share options with
Company through an exercise price
the next stage of the nominal value
of its growth. of the shares were
made which will
vest after three
years
------------- -------------------- -------------------------- --------------------
Shareholding To increase 100% of the net n/a
guidelines shareholder of tax share awards
alignment which vest must
be retained until
the following guidelines
are met:
CEO 300% of salary
CSO 250% of salary
CFO 150% of salary
------------- -------------------- -------------------------- --------------------
(ii) Chairman and non-executive Director remuneration
The Chairman, Mr Inglis receives a fixed fee of GBP65,975 per annum. Clare Spottiswoode, Prof Sir William Wakeham and Prof Keith Jackson received a fixed fee of GBP32,988 per annum. The fixed fee covers preparation for and attendance at meetings of the full Board and committees thereof. The Chairman and the executive directors are responsible for setting the level of non-executive remuneration. The non-executive directors are also reimbursed for all reasonable expenses incurred in attending meetings.
All remuneration policies will be reviewed regularly to maintain adherence with best market practice as appropriate.
Directors' remuneration
The aggregate remuneration received by directors who served during the year ended 30(th) April 2017 and 30(th) April 2016 was as follows:
Total
Basic Benefits Short
salary in kind Bonus term benefits Pension Total
GBP GBP GBP GBP GBP GBP
Year to 30th
April 2017
G Purdy 191,000 615 50,250 241,865 30,100 271,965
S Boydell 123,429 399 13,043 136,871 17,434 154,305
B Hayden* 64,320 19,372 83,692 - 83,692
M Inglis 65,325 - - 65,325 - 65,325
K Jackson 32,662 - - 32,662 - 32,662
W Wakeham 32,662 - - 32,662 - 32,662
C Spottiswoode 32,662 - - 32,662 - 32,662
------ ------ ------ ------ ------ ------
542,060 1,014 82,665 625,739 47,534 673,273
------ ------ ------ ------ ------ ------
Year to 30(th)
April 2016
G Purdy 190,000 671 30,000 220,671 30,000 250,671
S Boydell 120,260 423 10,181 130,864 17,181 148,045
B Hayden* 64,000 - 16,095 80,095 - 80,095
M Inglis 54,167 - - 54,167 - 54,167
J Boyer 25,500 - - 25,500 - 25,500
K Jackson 32,500 - - 32,500 - 32,500
W Wakeham 32,500 - - 32,500 - 32,500
C Spottiswoode 32,500 - - 32,500 - 32,500
------ ------ ------ ------ ------ ------
551,427 1,094 56,276 608,797 47,181 655,978
------ ------ ------ ------ ------ ------
*B Hayden is employed by the University of Southampton. The amounts disclosed in the table above relate to payments made directly to B Hayden. The University of Southampton recharged employment costs of GBP72,859 to the company in the year in respect of B Hayden. (2016: GBP63,171).
Benefits in kind include critical illness cover.
Share options
The share options of the directors are set out below:
2016 2017 Exercise Performance Conditions
Unapproved Number Number (1) Price Expiry date
G Purdy 136,200 136,200 80p July 2017 n/a
G Purdy 1,050,000 1,050,000 51p May 2020 n/a
G Purdy(2) 872,727 872,727 1p September 2025 See note 4
B Hayden 59,300 59,300 80p July 2017 n/a
B Hayden 525,000 525,000 51p May 2020 n/a
B Hayden 177,900 177,900 81.5p February 2025 See note 4
B Hayden(2) 527,272 527,272 1p September 2025 See note 4
S Boydell 117,600 117,600 51p May 2020 n/a
S Boydell(2) 274,909 274,909 1p September 2025 See note 4
W Wakeham 65,100 65,100 51p May 2020 n/a
C Spottiswoode 50,100 50,100 51p May 2020 n/a
M Inglis(3) 120,000 120,000 68.75p September 2025 See note 4
K Jackson(3) 40,000 40,000 68.75p September 2025 See note 4
Approved
G Purdy 26,500 26,500 80p May 2017 n/a
G Purdy 245,300 245,300 81.5p February 2025 See note 4
S Boydell 90,000 90,000 80p December 2019 n/a
S Boydell 154,600 154,600 81.5p February 2025 See note 4
1) There was no movement in the share options of the directors in the year.
2) Shareholders' approval to adopt and establish the Ilika plc Long Term Incentive Plan 2015 (the "LTIP") was received at the AGM in September 2015.
3) Shareholders' approval to grant unapproved share options to the non-executive directors Mike Inglis and Professor Keith Jackson was received at the AGM in September 2015.
4) These awards will vest on the achievement of the following share price targets, assessed over a three year performance period:
(a) Less than 50% growth in share price - no vesting
(b) 50% growth in share price - 25% of the shares subject to award will vest
(c) 100% growth in share price - 75% of the shares subject to award will vest
(d) 200% growth in share price - 100% of the shares subject to award will vest
Awards will vest between points (b) and (c) and between (c) and (d) on a straight line basis.
Share based payment charge attributable to directors in the year was GBP428,587 (2016: GBP267,301).
During the year, the committee received independent advice on executive remuneration matters from FIT Remuneration Consultants LLP. FIT received GBP7,099 in fees for these services.
Mike Inglis
Chairman of the Remuneration Committee
Statement of Directors' responsibilities in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market ('AIM').
In preparing these financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Going concern
The directors have prepared and reviewed financial forecasts. After due consideration of these forecasts and current cash resources, the directors consider that the Company and the Group have adequate financial resources to continue in operational existence for the foreseeable future (being a period of at least twelve months from the date of this report), and for this reason the financial statements have been prepared on a going concern basis.
By order of the Board
Graeme Purdy
Chief Executive
11(th) July 2017
CORPORATE GOVERNANCE STATEMENT
Board of directors
The Board of directors (the 'Board') consists of a Non-Executive Chairman, three Executive Directors and three Non-Executive Directors.
The responsibilities of the Non-Executive Chairman and the Chief Executive Officer are clearly divided. The Chairman is responsible for overseeing the formulation of the overall strategy of the company, the running of the board, ensuring that no individual or group dominates the Board's decision making and ensuring that the non-executive directors are properly briefed on matters. Prior to each Board meeting, directors are sent an agenda and Board papers for each agenda item to be discussed. Additional information is provided when requested by the Board or individual directors.
The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day to day business activities of the Group through his chairmanship of the executive committee.
The Non-Executive Directors bring relevant experience from different backgrounds and receive a fixed fee for their services and reimbursement of reasonable expenses incurred in attending meetings.
The Board retains full and effective control of the Group. This includes responsibility for determining the Group's strategy and for approving budgets and business plans to fulfil this strategy. The full Board ordinarily meets bi-monthly.
The Company Secretary is responsible to the Board for ensuring that Board procedures are followed and that the applicable rules and regulations are complied with. All directors have access to the advice and services of the Company Secretary, and independent professional advice, if required, at the Company's expense. Removal of the Company Secretary would be a matter for the Board.
Performance evaluation
The Board has a process for evaluation of its own performance which is carried out annually.
Board Committees
As appropriate, the Board has delegated certain responsibilities to Board Committees as follows:
i) Audit Committee
The Audit Committee currently comprises Clare Spottiswoode CBE (Chairman), Professor Sir William Wakeham (Senior Independent Director), Professor Keith Jackson and Mike Inglis.
The Committee monitors the integrity of the Group's financial statements and the effectiveness of the audit process. The Committee reviews accounting policies and material accounting judgements. The Committee also reviews, and reports on, reports from the Group's auditors relating to the Group's accounting controls. It makes recommendations to the Board on the appointment of auditors and the audit fee. It has unrestricted access to the Group's auditors. The Committee keeps under review the nature and extent of non-audit services provided by the external auditors in order to ensure that objectivity and independence are maintained.
ii) Remuneration Committee
The Remuneration Committee comprised Mike Inglis (Chairman), Clare Spottiswoode CBE Professor Keith Jackson and Professor Sir William Wakeham (Senior Independent Director).
The committee is responsible for making recommendations to the Board on remuneration policy for Executive Directors and the terms of their service contracts, with the aim of ensuring that their remuneration, including any share options and other awards, is based on their own performance and that of the Group generally.
iii) Nomination Committee
The Nomination Committee comprised Mike Inglis (Chairman), Professor Sir William Wakeham (Senior Independent Director), Professor Keith Jackson and Clare Spottiswoode CBE.
It is responsible for providing a formal, rigorous and transparent procedure for the appointment of new directors to the board and reviewing the performance of the board each year.
Attendance at Board meetings and committees
The Directors attended the following Board and committees meetings during the year:
Attendance Board* Audit Nomination Remuneration Mr S. Boydell 8/8 - - - Prof. B. E. Hayden 7/8 - - - Mr M Inglis 6/8 2/2 1/1 2/2 Mr G. Purdy 8/8 - - - Ms. C Spottiswoode 7/8 2/2 1/1 2/2 Prof. Sir W Wakeham 7/8 2/2 1/1 2/2 Prof K Jackson 7/8 2/2 1/1 2/2
*One meeting in the year was to formally approve the allotment of the Placing and required only Mr G Purdy and Mr S Boydell to attend.
Risk management and internal control
The Board is responsible for the systems of internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. The Audit Committee reviews the effectiveness of these systems primarily by discussion with the external auditor and by considering the risks potentially affecting the Group.
The Group does not consider it necessary to have an internal audit function due to the small size of the administration function. Instead there is a detailed Director review and authorisation of transactions. The annual audit by the Group auditor, which tests a sample of transactions, did not highlight any significant system improvements in order to reduce risk.
The Group maintains appropriate insurance cover in respect of actions taken against the Executive Directors because of their roles, as well as against material loss or claims of the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.
By order of the Board
Mike Inglis
Chairman
11(th) July 2017
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF ILIKA PLC
We have audited the financial statements of Ilika plc for the year ended 30(th) April 2017 which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Consolidated cash flow statement, the Consolidated statement of changes in equity, the Company balance sheet, the Company cash flow statement, the Company statement of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council's (FRC's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the FRC's website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view of the state of the group's and the parent company's affairs as at 30(th) April 2017 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
-- the information given in the Strategic report and Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
-- the Strategic report and Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
-- the parent company financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or -- we have not received all the information and explanations we require for our audit.
Malcolm Thixton (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
Southampton
United Kingdom
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Consolidated statement of comprehensive income
Year ended 30(th)
April
Notes 2017 2016
GBP GBP
Turnover 2 1,050,667 605,924
Revenue 311,946 150,931
UK grants 738,721 454,993
--------------------------------- ----- ----------- -----------
Cost of sales (574,272) (336,281)
------- -------
Gross profit 476,395 269,643
Administrative expenses
--------------------------------- ----- ----------- -----------
Administrative expenses (3,863,411) (3,776,950)
Share based payment charge (547,347) (352,291)
--------------------------------- ----- ----------- -----------
4,410,758 4,129,241
------- -------
Operating loss 3 (3,934,363) (3,859,598)
Income from short term
deposits 23,844 30,734
------- -------
Loss before tax (3,910,519) (3,828,864)
Taxation 5 370,274 357,896
------- -------
Loss for period / total
comprehensive income
attributable to owners
of parent (3,540,245) (3,470,968)
------- -------
Loss per share from continuing
operations 6
Basic (4.84)p (5.23)p
Diluted (4.84)p (5.23)p
Consolidated balance sheet
Company number 7187804
As at 30(th)
April
Notes 2017 2016
GBP GBP
ASSETS
Non-current assets
Intangible assets 7 2,581 15,595
Property, plant and
equipment 8 451,560 399,324
------- -------
Total non-current assets 454,141 414,919
------- -------
Current assets
Trade and other receivables 9 1,116,367 517,695
Current tax receivable 5 330,000 375,000
Other financial assets
- bank deposits 2,900,000 -
Cash and cash equivalents 10 2,510,884 2,997,412
------- -------
Total current assets 6,857,251 3,890,107
------- -------
Total assets 7,311,392 4,305,026
------- -------
Issued capital and reserves
attributable to owners
of parent
Issued share capital 14 789,911 663,911
Share premium 23,179,756 17,470,417
Capital restructuring
reserve 6,486,077 6,486,077
Retained earnings (24,206,405) (21,213,507)
------- -------
Total equity 6,249,339 3,406,898
------- -------
LIABILITIES
Current liabilities
Trade and other payables 11 912,053 748,128
Provisions 12 150,000 150,000
------- -------
Total liabilities 1,062,053 898,128
------- -------
Total equity and liabilities 7,311,392 4,305,026
------- -------
The notes form part of these financial statements
These financial statements were approved and authorised for issue by the Board of Directors on 11(th) July 2017.
Mr. M Inglis
Chairman
Consolidated cash flow statement
Year ended 30(th)
April
2017 2016
GBP GBP
Cash flows from operating
activities
Loss before taxation continuing
operations (3,910,519) (3,828,864)
Adjustments for:
Amortisation 13,014 14,524
Depreciation 192,331 257,274
Equity settled share-based
payments 547,347 352,291
(Profit)/ loss on disposal
of plant, property and equipment (30,783) 1,049
Financial income (23,844) (30,734)
------- -------
Operating cash flow before
changes in working capital,
interest and taxes (3,212,454) (3,234,460)
Increase in trade and other receivables (598,672) (26,432)
Increase in trade and other payables 163,925 19,257
------- -------
Cash utilised by operations (3,647,201) (3,241,635)
Tax received 415,274 287,018
------- -------
Net cash flow used in
operating activities (3,231,927) (2,954,617)
Cash flows from investing
activities
Interest received 23,844 36,456
Sale of property plant and equipment 40,129 -
Purchase of property, plant and
equipment (253,913) (96,949)
(Increase)/ decrease in
other financial assets (2,900,000) 528,349
------- -------
Net cash (used in)/from
investing activities (3,089,940) 467,856
Cash flows from financing
activities
Proceeds from issuance of
ordinary share capital 6,300,000 5,138
Cost of share issue (464,661) -
------- -------
Net cash from financing
activities 5,835,339 5,138
------- -------
Net decrease in cash and
cash equivalents (486,528) (2,481,623)
Cash and cash equivalents
at the start of the period 2,997,412 5,479,035
------- -------
Cash and cash equivalents
at the end of the period 2,510,884 2,997,412
------- -------
Consolidated statement of changes in equity
Total
Share attributable
capital Share Capital to equity
premium restructuring Retained holders
account reserve earnings of parent
GBP GBP GBP GBP GBP
As at 30th April
2015 663,748 17,465,442 6,486,077 (18,094,830) 6,520,437
Share-based payment - - - 352,291 352,291
Issue of shares 163 4,975 - - 5,138
Loss and total comprehensive
income - - - (3,470,968) (3,470,968)
------ ------- -------- -------- --------
As at 30th April
2016 663,911 17,470,417 6,486,077 (21,213,507) 3,406,898
Share-based payment - - - 547,347 547,347
Issue of shares 126,000 6,174,000 - - 6,300,000
Cost of share issue - (464,661) - - (464,661)
Loss and total comprehensive
income - - - (3,540,245) (3,540,245)
------ ------- -------- -------- --------
As at 30th April
2017 789,911 23,179,756 6,486,077 (24,206,405) 6,249,339
------ ------- -------- -------- --------
Share capital
The share capital represents the nominal value of the equity shares in issue.
Share premium account
When shares are issued, any premium paid above the nominal value is credited to the share premium reserve.
Capital restructuring reserve
The capital restructuring reserve arises on the accounting for the share for share exchange. It represents the difference between the value of the issued equity instruments of Ilika Technologies Limited immediately before the share for share exchange and the equity instruments of Ilika plc along with the shares issued to effect the share for share exchange.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Group since inception of the business.
Notes to the consolidated financial statements
1. Accounting policies
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") adopted by the European Union. The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. The policies have been consistently applied to all of the years presented.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company made up to the reporting date. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns over the investee, and the ability of the investee to use its power to affect the variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Going concern
The financial statements have been prepared on a going concern basis which assumes that the Company will have sufficient funds available to enable it to continue to trade for the foreseeable future. In making their assessment that this assumption is correct the Directors have undertaken an in depth review of the business, its current prospects, and cash resources as set out below.
The directors have prepared and reviewed financial forecasts. The Group meets its day to day working capital requirements through existing cash resources which, at 30th April 2017, amounted to GBP5,410,884. After due consideration of these forecasts and current cash resources, the directors consider that the Company and the Group have adequate financial resources to continue in operational existence for the foreseeable future (being a period of at least twelve months from the date of this report), and for this reason the financial statements have been prepared on a going concern basis.
The Directors have also considered the likely sales, contracts and announcements that the Company anticipate being able to make over the coming months, the current share price, levels of trading in the Company's shares and past history of raising funds with the Company's Brokers.
After taking account of all the above factors the Directors believe that as the market becomes more aware of the Company' prospects and the scale of the opportunities that the Company's technologies create the Company will continue to be able to raise any funds required to enable it to continue to trade and grow towards self-sufficiency.
Changes in accounting policies
(a) New standards, amendments to standards or interpretations adopted early
During the period ended 30(th) April 2017, there were no new or revised standards, amendments to standards or interpretations that have been adopted and affected the amounts reported in the financial statements.
(b) New standards, amendments to standards or interpretations not yet applied
The following standards, interpretations and amendments, which have not been applied in these financial statements and have an effective date commencing after 1(st) May 2017, will or may have an effect on the Group's future financial statements:
Effective
International Accounting Standards date for
(IAS/IFRS) periods commencing
IFRS Revenue from Contracts with 1 January
15 Customers 2018
The directors will assess the impact of IFRS 15, with particular focus on the recognition of revenue over the life of contracts and projects.
No other new standards or amendments are expected to have an effect on the Group.
Revenue
Revenue comprises the fair value for the sale of services, net of value added tax and is recognised as follows:
Sales of services
Sales of research and development services are recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.
Government grants
Grants that compensate the Group for expenses incurred are recognised in the income statement on a systematic basis in the same periods in which the expenses are recognised.
Financial income
Financial income is recognised in the income statement as it accrues, using the effective interest method.
Pension and other post retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Share-based payment transactions
The Group issues equity-settled share options to all employees. Equity-settled share options are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share options is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.
The fair value of non market-based options granted by the Group is measured by use of the Black-Scholes pricing model taking into account the following inputs: the exercise price of the option; the life of the option; the market price on the date of grant of the option; the expected volatility of the share price; the dividends expected on the shares; and the risk free interest rate for the life of the option. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Research and development expenditure
Research expenditure is recognised as an expense when it is incurred.
Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as intangible assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalised if, and only if, an entity within the Group can demonstrate all of the following:
i. Its ability to measure reliably the expenditure attributable to the asset under development; ii. The product or process is technically and commercially feasible; iii. Its future economic benefits are probable; iv. Its ability to use or sell the developed asset;
v. The availability of adequate technical, financial and other resources to complete the asset under development; and
vi. Its intention is to use or sell the developed asset.
Prior to and during the year ended 30(th) April 2017, no development expenditure satisfied all of these conditions.
Taxation
Companies within the group may be entitled to claim special tax allowances in relation to qualifying research and development expenditure (eg R&D tax credits). The group accounts for such allowances as tax credits, which means that they are recognised when it is probable that the benefit will flow to the group and that benefit can be reliably measured. R&D tax credits reduce current tax expense and, to the extent the amounts due in respect of them are not settled by the balance sheet date, reduce current tax payable. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
Depreciation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment less their estimated residual value. The estimated useful lives are as follows:
Leasehold improvements lease term Plant, machinery and equipment 3 - 5 years Fixtures & fittings 3 - 5 years
Impairment
The carrying amounts of the Group's assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated at the present value of the future expected cashflows associated with the impaired asset.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in the profit and loss account.
Intangible assets
Computer software
Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised to administrative expenses using the straight line method over their estimated useful lives (1-3 years).
Intellectual property
Acquired intellectual property is included at cost and is amortised to administrative expenses on a straight-line basis over its useful economic life of 15 years.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. The Group's financial assets are all classified as loans and receivables and carried at amortised cost. The Group's financial liabilities are all classified as 'other' liabilities which are carried at amortised cost. Cash and cash equivalents comprise cash balances and call deposits. Deposits of over 3 months' maturity, judged at inception, are classified as Other Financial Assets.
Key sources of estimation and uncertainty
The preparation of the Group's financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses at the date of the Group's financial statements. The Group's estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The directors do not believe there to be any estimates or judgements that have a significant impact on the Group's Financial statements.
2. Segment reporting
The Group operates in one area of activity, namely the production, design and development of high throughput methods of material synthesis, characterisation and screening. The Group has materials development programmes addressing a wide range of applications including the solid-state battery, aerospace alloys and electronic materials.
For management purposes, the Group is analysed by the geographical location of its customer base and business development directors have been appointed to cover the group's three territories of focus, Asia, North America and Europe.
Year ended 30(th)
April
Revenue 2017 2016
GBP GBP
Analysis by geographical market:
By destination
Asia 21,280 74,162
Europe - 23,355
North America 197,818 7,702
UK 831,569 500,705
------ -------
1,050,667 605,924
------- -------
A number of customers individually account for more than 10% of the total turnover of the Group. The revenues from these companies are indicated below:
Year ended 30(th)
April
Revenue 2017 2016
GBP GBP
UK Grants 738,721 454,993
Customer 2 197,819 74,150
Customers less than 10% 114,127 76,781
------- -------
1,050,667 605,924
------- -------
3. Operating loss
Year ended 30(th)
April
2017 2016
This is arrived at after charging: GBP GBP
Research and development expenditure
in the year 2,110,843 2,057,966
Depreciation 192,331 257,274
Amortisation of intangible
assets 13,014 14,524
Auditors remuneration:
Fees payable to the Group's
auditor for the audit of the
Group's accounts 20,700 19,700
Fees payable to the Group's
auditor for other services:
* The Audit of the Group's subsidiaries 6,800 6,800
- 21,518
* All other services
Operating lease rentals 207,511 204,578
Share-based payment 547,347 352,291
------- -------
4. Employees
The average number of employees during the year, including executive directors, was:
Year ended 30(th)
April
2017 2016
Number Number
Administration 6 8
Materials synthesis 32 27
------ ------
38 35
------ ------
Staff costs for all employees, including executive directors, consist of:
Year ended 30(th)
April
2017 2016
GBP GBP
Wages and salaries 1,954,655 1,813,889
Social security costs 215,648 183,594
Share-based payment expense 532,347 337,291
Pension costs 139,286 119,664
------- -------
2,841,936 2,454,438
-------- --------
The total remuneration of the Directors
of the Group was as follows:
Year ended 30(th)
April
2017 2016
GBP GBP
Wages and salaries 624,726 607,703
Pension costs 47,534 47,181
------- -------
Directors' emoluments 672,260 654,884
Social security costs 80,177 77,420
Share-based payment expense 428,587 267,301
------- -------
Key management personnel 1,181,024 999,605
-------- --------
The Directors represent key management personnel and further details are given in the Directors' Remuneration Report.
5. Taxation
(a) Tax on loss from ordinary activities
There is no taxation charge due to the losses incurred by the Group during the year. The taxation credit represents R&D tax credit claims as follows:
Year ended 30(th)
April
2017 2016
GBP GBP
Current tax on loss for the
year 330,000 329,473
Adjustments to prior period 40,274 28,423
------ ------
370,274 357,896
------ ------
(b) Factors affecting current tax charge
The tax assessed on the loss on ordinary activities for the period is different to the standard rate of corporation tax in the UK of 20% (2016: 20%). The differences are reconciled below:
2017 2016
GBP GBP
Loss on ordinary activities
before tax (3,910,519) (3,828,864)
------ ------
Loss on ordinary activities
before tax multiplied by the
standard rate of corporation
tax in the UK of 20% (2016:
20%) (778,975) (765,773)
Effects of:
Expenses not deductible for
corporation tax 109,098 71,179
R&D relief (289,726) (329,473)
Origination of unrecognised
tax losses 629,603 694,594
Under provision in previous
years (40,274) (28,423)
------ ------
Total tax credit for the year (370,274) (357,896)
------ ------
Unrecognised deferred taxation
There are tax losses available for carry forward against future trading profits of approximately GBP19,065,000 (2016: GBP17,009,000). A deferred tax asset in respect of these losses of approximately GBP3,240,000 (2016: GBP3,062,000) has not been recognised in the accounts, as the full utilisation of these losses in the foreseeable future is uncertain.
6. Loss per share
Earnings per ordinary share have been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue and the earnings, being loss after tax, are as follows:
Year ended 30(th)
April
2017 2016
No. No.
Weighted average number of
equity shares 73,122,617 66,378,114
-------- --------
GBP GBP
Earnings, being loss after
tax (3,540,245) (3,470,968)
-------- --------
Pence Pence
Loss per share (4.84) (5.23)
------ ------
The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating the diluted earnings per ordinary share are identical to those used for basic earnings per share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore not dilutive. At 30(th) April 2017, there were 7,741,892 options outstanding (2016: 6,988,112) as detailed in notes 14 and 18.
7. Intangible assets
Software Intellectual
licences property Total
GBP GBP GBP
Cost
As at 30(th) April
2015 54,365 75,000 129,365
Disposals (8,072) - (8,072)
------ ------ ------
As at 30(th)
April 2016 46,293 75,000 121,293
Disposals (7,250) (7,250)
------ ------ ------
As at 30(th)
April 2017 39,043 75,000 121,293
------ ------ ------
Amortisation
As at 30(th)
April 2015 24,246 75,000 99,246
Provided for
the year 14,524 - 14,524
Disposals (8,072) - (8,072)
------ ------ ------
As at 30(th)
April 2016 30,698 75,000 105,698
Provided for
the year 13,014 - 13,014
Disposals (7,250) - (7,250)
------ ------ ------
As at 30(th)
April 2017 36,462 75,000 111,462
------ ------ ------
Net book value
As at 30(th)
April 2015 30,119 - 30,119
------ ------ ------
As at 30(th)
April 2016 15,595 - 15,595
------ ------ ------
As at 30(th)
April 2017 2,581 - 2,581
------ ------ ------
The amortisation charge of GBP13,014 (2016: GBP14,524) is included within administrative expenses.
8. Property, plant and equipment
Plant,
Leasehold machinery and Fixtures
improvements equipment and fittings Total
GBP GBP GBP GBP
Cost
As at 30(th)
April 2015 567,500 4,426,077 171,790 5,165,367
Additions - 96,949 - 96,949
Disposals - - (4,265) (4,265)
------ ------- ------ -------
As at 30(th)
April 2016 567,500 4,523,026 167,525 5,258,051
Additions - 253,172 741 253,913
Disposals - (234,408) (546) (234,954)
------ ------- ------ -------
As at 30(th)
April 2017 567,500 4,541,790 167,720 5,277,010
------ ------- ------ -------
Depreciation
As at 30(th)
April 2015 567,500 3,881,155 156,014 4,604,669
Provided for
the year - 250,492 6,782 257,274
Disposals - - (3,216) (3,216)
------ ------- ------ -------
As at 30(th)
April 2016 567,500 4,131,647 159,580 4,858,727
Provided for
the year - 187,591 4,740 192,331
Disposals - (225,062) (546) (225,608)
------ ------- ------ -------
As at 30(th)
April 2017 567,500 4,094,176 163,774 4,825,450
------ ------- ------ -------
Net book value
As at 30(th)
April 2015 - 544,922 15,776 560,698
------ ------- ------ -------
As at 30(th)
April 2016 - 391,379 7,945 399,324
------ ------- ------ -------
As at 30(th)
April 2017 - 447,614 3,946 451,560
------ ------- ------ -------
There are no commitments for capital expenditure contracted but not provided for (2016 - GBPnil)
9. Trade and other receivables
As at 30(th) April
2017 2016
GBP GBP
Trade receivables 133,655 27,976
Prepayments 299,032 215,933
Other receivables 312,769 156,863
Accrued income 370,911 116,923
------ ------
1,116,367 517,695
------ ------
The ageing of trade receivables is as follows:
As at 30(th) April
2017 2016
GBP GBP
0-29 days 67,181 4,621
30-59 days 66,474 23,355
------ ------
133,655 27,976
------ ------
Included in other receivables is an amount of GBP150,000 (2016: GBP75,000) which represents cash held in a separate bank account used as security against a bond provided by the Company's bankers (refer note 12). The bond relates to the potential dilapidations costs due at the end of the Company's property lease
10. Cash and cash equivalents
As at 30(th) April
2017 2016
GBP GBP
Current bank accounts 238,371 125,018
Short term deposits with less
than three months' maturity 2,272,513 2,872,394
-------- --------
2,510,884 2,997,412
-------- --------
11. Trade and other payables
As at 30(th) April
2017 2016
GBP GBP
Trade payables 308,635 197,117
Other payables 28,454 14,654
Other taxes and social security
costs 57,768 44,976
Accruals 517,196 491,381
-------- --------
912,053 748,128
-------- --------
The ageing of financial liabilities is as follows:
As at 30(th) April
2017 2016
GBP GBP
0-29 days 562,725 390,618
30-59 days 163,854 61,039
60-89 days 3,010 21,495
90+ days 124,696 230,000
-------- --------
854,285 703,152
-------- --------
12. Provisions
Leasehold
Dilapidations
GBP
As at 1(st) May 2016 and at
30(th) April 2017 150,000
------
All provisions are due within one year.
Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms.
13. Financial instruments
The risks associated with financial instruments are set out below.
Foreign currency risk
The Group buys goods and services in currencies other than sterling. The Group's non sterling liabilities and cash flows can be affected by movements in exchange rates. The Group has denominated some of it sales transactions in non sterling currencies and has entered into a forward exchange contract to mitigate this risk.
Credit risk
The Group's credit risk is attributable to its trade receivables and banking deposits. The Group places its deposits with reputable financial institutions to minimise credit risk. The maximum exposure to credit risk for each period is the amount disclosed above as total loans and receivables. For the periods above there were no trade receivables which were past due or impaired. Risk is further mitigated through the use of credit limits, but also through the nature of the customers, who, for the most part, are large multinationals.
Liquidity risk
The Group's policy is to maintain adequate cash resources to meet liabilities as they fall due. All Group payable balances fall due for payment within one year. Cash balances are placed on deposit for varying periods with reputable banking institutions to ensure there is limited risk of capital loss. The Group does not maintain an overdraft facility.
Interest rate risk
The main risk arising from the Group's financial instruments is interest rate risk. The Group placed deposits surplus to short-term working capital requirements with a variety of reputable UK-based banks. These balances are placed at floating rates of interest and deposits have maturities of one to twelve months. The Group's cash and short-term deposits are set out in note 11. Floating-rate financial assets comprise cash on deposit and cash at bank. Short-term deposits are placed with banks for periods of up to 12 months and are categorised as floating-rate financial assets. Contracts in place at 30(th) April 2017 had a weighted average period to maturity of 26 days (2016: 30 days) and a weighted average annualised rate of interest of 0.6%. (2016: 0.7%)
Interest rate risk sensitivity analysis
It is estimated that a change in base rate to zero would have increased the Group's loss before taxation for the year to 30(th) April 2017 by approximately GBP24,000 (2016: GBP31,000).
It is estimated that an increase in base rate by 1 percent would decrease the Group's loss before taxation for the year to 30(th) April 2017 by approximately GBP45,000 (2016: GBP42,000)
There is no difference between the book and fair value of financial assets and liabilities.
Capital management
The primary aim of the Group's capital management is to safeguard the Group's ability to continue as a going concern, to support its businesses and maximise shareholder value. The Group monitors its capital structure and makes adjustments as and when it is deemed necessary and appropriate to do so using such methods as the issuing of new shares. At present all funding is raised by equity.
14. Share capital
As at 30(th)
April
2017 2016
GBP GBP
Authorised
78,402,710 Ordinary Shares of
GBP0.01 each (2016: 65,802,710) 784,027 658,027
1,781,400 Convertible Preference
Shares of GBP0.01 each 17,814 17,814
------ ------
Allotted, called up and fully
paid
78,402,710 Ordinary Shares of
GBP0.01 each (2016: 65,802,710) 784,027 658,027
588,400 Convertible Preference
Shares of GBP0.01 each (2016:
588,400) 5,884 5,884
------ ------
789,911 663,911
------ ------
Share Rights
The ordinary share and preference shares rank pari passu in all respects other than:
-- The profits which the Group may determine to distribute in respect of any financial period shall be distributed only among the holders of the Ordinary Shares. The Preference Shares shall not entitle the holders of them to any share in such distributions
-- On a return of capital or assets on a liquidation, reduction of capital or otherwise the surplus assets of the Group remaining after payment of its obligations shall be applied:
o First, in paying to the holders of the Preference Shares the amount paid thereon, being the amount equal to the par value of the preference shares excluding any premium; and
o Secondly, the balance of such surplus assets shall belong to and be distributed amongst the holders of the Ordinary Shares.
The Preference Share holders have the right, at any time, to convert the preference shares held to the same number of Ordinary Shares.
On 18(th) October 2016, 12,600,000 Ordinary Shares of GBP0.01 each were issued for a total consideration of GBP6,300,000 and total costs incurred were GBP464,661.
Share options and warrants
Employee related share options are disclosed in note 18. In addition to these, there were 107,300 non employee share options over ordinary shares of GBP0.01 at the year end.
15. Operating leases
The total future minimum rent payable under non-cancellable operating leases is as follows:
2017 2016
GBP GBP
Property leases which expire:
Within one year 97,143 -
------ ------
16. Pensions
The Group operates a defined contribution group personal pension scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to GBP139,286 (2016: GBP119,664).
17. Related party transactions
The directors consider that no one party controls the Group.
Details of key management personnel and their compensation are given in note 4 and in the Directors' Remuneration Report.
18. Share-based payments expense and share options
Share-based payment expense
The Group has incentivised and motivated staff through the grant of share options under the Enterprise Management Incentive (EMI) scheme and through unapproved share options.
At 30(th) April 2017, the following options, whose fair values have been fully charged to the consolidated statement of total comprehensive income, were outstanding:
Approved share options:
Exercise
Period of Price per
Date of grant Number of shares option share
14/05/07 156,100 10 years GBP0.80
15/01/08 22,400 10 years GBP1.00
02/02/09 58,000 10 years GBP0.80
01/12/09 90,000 10 years GBP0.80
14/05/10 26,100 10 years GBP0.51
01/02/12 39,634 10 years GBP0.53
Unapproved share options:
Exercise
Period of Price per
Date of grant Number of shares option share
11/07/07 195,500 10 years GBP0.80
11/11/08 40,000 10 years GBP2.4283
14/05/10 1,897,800 10 years GBP0.51
Black Scholes valuation
Weighted Average Number
Exercise Price
2017 2016 2017 2016
Outstanding: GBP GBP
At start of
the period 0.5021 0.8341 4,956,912 2,188,148
Granted in the
period 0.4850 0.2567 906,500 2,867,908
Exercised in
the period - 0.2732 - (13,394)
Lapsed in the
period 0.7384 0.8032 (152,720) (85,750)
----- ----- -------- --------
At the end of
the period 0.4930 0.5021 5,710,692 4,956,912
----- ----- -------- --------
The exercise price of options outstanding at the end of the period ranged between GBP0.01 and GBP2.4283 and their weighted average contractual life was 8.1 years (2016: 8.8 years). These share options are exercisable and must be exercised within 10 years from the date of grant.
Stochastic valuation
Weighted Average Number
Exercise Price
2017 2016 2017 2016
Outstanding: GBP GBP
At start of
the period 0.51 0.51 1,923,900 2,989,300
Exercised in
the period - 0.51 - (2,900)
Lapsed during
the period - 0.51 - (1,062,500)
---- ---- --------- ---------
At the end of
the period 0.51 0.51 1,923,900 1,923,900
---- ---- --------- ---------
The exercise price of options outstanding at the end of the period was GBP0.51 (2016: GBP0.51) and their weighted average contractual life was 4 years (2016: 5 years).
Ilika plc Executive Share Option Scheme 2010
At 30(th) April 2017 the following share options were outstanding in respect of the Ilika plc Executive Share Option Scheme 2010:
Exercise
Date of grant Number of shares Period of option Price per share
14/05/10 26,100 10 years GBP0.51
01/02/12 39,634 10 years GBP0.53
26/02/15 1,208,750 10 years GBP0.815
22/03/16 981,000 10 years GBP0.59
16/03/17 906,500 10 years GBP0.485
Members of staff in the Group have options in respect of ordinary shares in Ilika plc, which are conditional upon the achievement of a series of financial and commercial milestones.
152,720 options lapsed in the year.
Ilika plc unapproved share options
At 30(th) April 2017 the following share options were outstanding in respect of Ilika plc unapproved share options:
Exercise
Date of grant Number of shares Period of option Price per share
11/07/07 195,500 10 years GBP0.80
11/11/08 40,000 10 years GBP2.4283
14/05/10 1,897,800 10 years GBP0.51
26/02/15 177,900 10 years GBP0.815
30/09/15 160,000 10 years GBP0.688
30/09/15 1,674,908 10 years GBP0.01
No options lapsed or were exercised in the year.
There are 2,525,534 options which were capable of being exercised as at 30(th) April 2017.
2017 2016
GBP GBP
Share-based payment expense
Black Scholes calculation 547,347 352,291
------ ------
Company Balance sheet of Ilika plc
Company number 7187804
As at 30(th)
April
2017 2016
Notes GBP GBP
ASSETS
Non current assets
Investments in subsidiary
undertaking 21 121,339 121,339
Amount due from subsidiary
undertaking 23 24,108,345 18,234,671
------- -------
24,229,684 18,356,010
Current assets
Trade and other receivables 22 13,646 2,518
------- -------
Total assets 24,243,330 18,358,528
------- -------
Equity
Issued share capital 789,911 663,911
Share premium 23,158,967 17,449,628
Retained earnings 146,304 108,683
------- -------
24,095,182 18,222,222
LIABILITIES
Current liabilities
Trade and other payables 24 148,148 136,306
------- -------
Total liabilities 148,148 136,306
------- -------
Total equity and liabilities 24,243,330 18,358,528
------- -------
No profit and loss account is presented for the Company as permitted by Section 408 of the Companies Act 2006. The Company's loss for the year was GBP509,726 (2016: loss of GBP318,884).
The notes form part of these financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 11(th) July 2017.
Mr. M Inglis
Chairman
Year ended 30(th)
April
2017 2016
GBP GBP
Cash flows from operating
activities
Loss before tax (509,726) (318,884)
Adjustments for:
Equity settled share-based
payments 547,347 352,291
------ ------
Operating cash flow before
changes in working capital,
interest and taxes 37,621 33,407
(Increase)/ decrease in trade and other receivables (11,127) 3,699
Increase in trade and other payables 11,842 2,955
Increase in amounts due from subsidiary undertaking (5,873,675) (45,199)
------ ------
Cash utilised by operations (5,835,339) (5,138)
Cash flows from financing
activities
Proceeds from issuance of
ordinary share capital 6,300,000 5,138
Costs of share issue (464,661) -
------ ------
Net cash from financing activities 5,835,339 5,138
------ ------
Net increase in cash and cash - -
equivalents
Cash and cash equivalents - -
at the start of the period
------ ------
Cash and cash equivalents - -
at the end of the period
------ ------
Company cashflow statement
Company statement of changes in equity
Total
Share attributable
capital Share to
premium Retained equity
account Earnings holders
GBP GBP GBP GBP
As at 30(th) April
2015 663,748 17,444,653 75,276 18,183,677
Issue of shares 163 4,975 - 5,138
Share-based payment - - 352,291 352,291
Profit and total comprehensive
income - - (318,884) (318,884)
------ ------ ------ -------
As at 30th April 2016 663,911 17,449,628 108,683 18,222,222
Issue of shares 126,000 6,174,000 - 6,300,000
Costs of issue - (464,661) - (464,661)
Share-based payment - - 547,347 547,347
Profit and total comprehensive
income - - (509,726) (509,726)
------ ------ ------ -------
As at 30th April 2017 789,911 23,158,967 146,304 24,095,182
------ ------ ------ ------
Share capital
The share capital represents the nominal value of the equity shares in issue.
Share premium account
When shares are issued, any premium paid above the nominal value is credited to the share premium reserve.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Company since inception of the business.
Notes to the financial information
19. Accounting polices
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") adopted by the European Union.
Taxation, share based payments and financial instruments
For the relevant accounting policies please see note 1
Investments in subsidiary undertakings
Investments in subsidiary undertakings where the Company has control are stated at cost less any provision for impairment.
20. Directors' remuneration
The only employees of the Company are the directors. In respect of directors' remuneration, the disclosures required by Schedule 5 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 are included in the detailed disclosures in the audited section of the Directors' Remuneration Report, which are ascribed as forming part of these financial statements.
21. Investment in subsidiary undertaking
Investments in Group undertakings are stated at cost.
Ilika plc has a wholly owned subsidiary, Ilika Technologies Limited. Ilika Technologies Limited (Incorporated in the UK) made a loss for the year of GBP3,030,519 (2016: GBP3,152,084) and had net liabilities as at 30th April 2017 of GBP17,724,504 (2016: GBP14,693,985).
2017 2016
Shares in Group undertakings
(at cost) GBP GBP
At 1st May 2016 and 30th April
2017 121,339 121,339
------ ------
The registered address of Ilika Technologies Limited is Kenneth Dibben House, Enterprise Road, University of Southampton Science Park, Chilworth, Southampton, SO16 7NS.
22. Trade and other receivables
2017 2016
GBP GBP
Prepayments 13,646 2,518
------ ------
23. Amount due from subsidiary undertaking
2017 2016
GBP GBP
Ilika Technologies Limited 24,108,345 18,234,670
------ ------
24. Trade and other payables
2017 2016
GBP GBP
Trade payables 32,903 6,019
Accruals 115,245 130,287
------ ------
148,148 136,306
25. Related party transactions
During the year the Company recharged costs totalling GBP163,744 (2016: GBP168,375) to its subsidiary, Ilika Technologies Limited. Amounts owed to Ilika Technologies Limited are disclosed in note 23.
Details of key management personnel and their compensation are given in the Directors' Remuneration Report.
The directors consider that no one party controls the Company.
26. Financial instruments
Credit risk
The Company's credit risk is attributable to its receivable of GBP24,108,345 from its subsidiary undertaking, Ilika Technologies Limited. As at 30(th) April 2017, Ilika Technologies Limited had net liabilities of GBP17,724,504. The Company makes no allowance for impairment of this balance. Impairment is considered by management based on prior experience, current market and third party intelligence while considering the current economic environment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR OKKDDCBKDPOD
(END) Dow Jones Newswires
July 11, 2017 02:00 ET (06:00 GMT)
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