16th Sep 2010 07:00
Oxford Nutrascience Group plc
("Oxford Nutrascience" or "the Company")
Interim results to 30 June 2010
Highlights:
·; Successful admission of Oxford Nutrascience to AIM raising £1.1 million
·; Launch of Ellactiva® Cranberry chews and Chewyz™ children's healthy sweets
·; Manufacture of Chewitab™validated
·; Patent applications submitted
·; Strong interest from international consumer healthcare companies
·; Appointment of Marcelo Bravo as Executive Chairman, with responsibility for R&D
Current period:
·; Commercial agreement with leading provider of outsourced services to health and beauty markets
Nigel Theobald, Chief Executive, Oxford Nutrascience Group plc said:
"Difficulty in swallowing pills or tablets is of particular concern for young and old people and the increasing pressure for more consumer choice is fueling demand for better performing and convenient products to meet the needs of dysphagia sufferers.
"Oxford Nutrascience's technology is focused on delivering innovative new products to resolve this widespread problem and this year has seen us progress to the launch phase for a number of new concepts.
"Our chewable and soluble products have already attracted the attention of international healthcare organisations and the commercial agreement signed with DCC Health & Beauty Solutions Ltd., the leading provider of outsourced services to the health and beauty markets, validates our business model and proves the attractiveness of our technology. Discussions with a number of other healthcare companies about licensing our technology or distributing our products are ongoing."
For further information: www.oxfordnutrascience.co.uk
Oxford Nutrascience Group Plc
Nigel Theobald, Chief Executive +44 1865 854874
Mark Way, Investor and Media Relations +44 7786 116991
ZAI Corporate Finance (Nominated Adviser)
John Depasquale +44 20 7060 2220
Sarang Shah +44 20 7060 2220
I am delighted to report on Oxford Nutrascience's performance for the six months to 30 June 2010 in this first Interim Financial Report since the successful admission to AIM as Oxford Nutrascience's Group plc.
Oxford Nutrascience focuses on the development and commercialisation of medicine and supplement delivery and formulation technologies and strategically outsources supplementary areas of its business to a number of specialist companies including; R&D, new product development, packaging, manufacturing and product trials.
During the first half of 2010 and the period under review, we consolidated several key relationships with partner companies to support this operational model including Surepharm Services Ltd and R5 Pharmaceuticals for R&D, Lamy Lutti for product development of our soft chew supplements and also established close working relationships with high class nutraceutical ingredient companies.
Successful IPO and listing of the Company
The IPO of Oxford Nutrascience earlier this year has allowed the Company to accelerate its strategy of making self medication easier and more pleasant by increasing its product range. The IPO has also allowed us to initiate and advance discussions with major brand owners in the OTC and prescription pharmaceutical sectors for the licensing of our intellectual property.
The Company raised £1.1 million, before expenses, via a placing of 62,857,148 ordinary shares of 0.1p each at a price of 1.75p per share.
The net proceeds of the Placing are being used to develop and grow the existing business including the launch of our own chews and provide funding for further development of the Company's technology.
Financials
Group revenue during the 6 month period ended 30 June 2010 increased to £81k, compared to £29k for the six months to 30 June 2009, reflecting higher export sales of our Ellactiva® brand. The loss before tax and exceptional items was £258k. This loss increased to £488k after inclusion of the exceptional costs of the AIM listing. The loss before tax for the comparable six month period ended 30 June 2009 was £111k.
The loss reflects the expansion of the Company and includes an increase in business development costs for the commercialisation of our products, research and development and strengthening and securing the Company's intellectual property.
Cash balances at 30 June 2010 amounted to £1.257 million and continue to be managed prudently by keeping a minimal management structure.
Operational review
Good progress was made in the first half of the year. Particular focus was targeted towards building the soft confectionery chew business, advancing development of the new chewable tablet and liquid suspension delivery technologies, and putting in place the foundations to ensure the successful delivery of the business model.
Chews
During the first six months of the year the company focused on reinvigorating the Ellactiva® calcium chew business. A strategic marketing plan was produced to support the UK business including the presentation of the product to distributors outside the UK.
While marketing efforts in the UK are minimal, the brand trades satisfactorily in Boots which is an ideal showcase for potential international customers and the increasing profile of the product has helped support the brand in this key account.
During the period under review the Ellactiva® calcium chew was introduced into Saudi Arabia, Lebanon, UAE, and Poland. In addition a distribution agreement was signed with Rowlands Pharmacy in the UK.
As announced in May we also advanced the readiness of two new soft chew products, Ellactiva® Cranberry chews, a food supplement aimed at women addressing urinary tract infections, and Chewyz™, a healthy sweet aimed at children.
Thedevelopment of these products are being finalised and will be presented to the trade during September 2010.
These products are based on our new proprietary soft chew technology and are manufactured in France by our manufacturing partner Lami Lutty. We have two great new products and believe they bring something distinctive and necessary to the marketplace.
In addition to launching our own Ellactiva® Cranberry chew and Chewyz™ brand, we also plan to license our calcium supplement chew. The calcium chew will be available under license in specific territories to particular international healthcare companies.
Chewable tablets and liquid suspensions
During the period the Company also focused on completing the development of the new chewable tablet (Chewitab™) and liquid suspension technologies for the delivery of medicines and supplements.
Oxford Nutrascience signed a development agreement with Surepharm Services Ltd to validate the mass manufacturing process of Chewitabs™ which has enabled us to fast track the development of a range of Chewitab™ prototypes for potential customers and licensee partners. This process has helped identify areas of particular interest for the Chewitab™ technology.
One of the attributes of the Chewitab™ technology is its ability to dissolve quickly in the mouth and mask the taste of chalky ingredients, such as mineral salts. This provides for superior tasting calcium and magnesium based supplements and antacid preparations.
The target market for Oxford Nutrasciences' Chewitabs™ and liquid suspension delivery systems are supplements, over-the-counter ("OTC") pain relieving drugs, indigestion preparations and cough and cold medicines. As part of the commercialisation strategy of the Chewitab™ technology, discussions are ongoing with several major global healthcare companies.
Significantly, during the current period, we signed a non-exclusive commercial agreement for our Chewitab™ technology with DCC Health & Beauty Solutions Ltd., the leading provider of outsourced services to the health and beauty markets. DCC Health & Beauty Solutions Ltd's customers include Merck, GSK, Healthspan and Vitabiotics.
DCC Health & Beauty Solutions is the first company to license Oxford Nutrascience's technology for the manufacture and sale of chewable tablets. DCC Health & Beauty Solutions will have the ability to use Chewitab for an unlimited range of applications, including the production of healthcare supplements.
Revenue will be generated from royalties on all Chewitab enabled products sold by DCC Health & Beauty Solutions in the UK and Ireland. The signing of this agreement validates the strength of our licensing business model and proves the attractiveness of our technology to large healthcare companies.
Our work on the liquid suspension technology has concentrated on the development of a liquid suspension system for the delivery of ibuprofen. We have successfully demonstrated that the technology can deliver a superior tasting product that can be manufactured via a simpler process utilizing significantly less ingredients than existing products currently available.
Patents
The company continued to strengthen its technology base and filed two international patent applications covering its chewable tablet delivery system as well its liquid suspension system.
Both applications claimed priority from the delivery system patent application which Oxford Nutrascience filed in April 2009 and they are expected to be published in October 2010. Separately, examination of our patent application for soft confectionery delivery systems has progressed well and we expect the patent will be granted, initially in the UK, during the second half of the current financial year.
Outlook
We continue to work on the development of new products and bringing new applications for our technology forward. The Board is confident that the progress made during the first half of 2010 will continue, leading to commercial agreements for our new soft chew supplements and Chewitab tablet technologies.
Marcelo Bravo, Chairman
16 September 2010
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS TO 30 JUNE 2010
|
|
|
|
Six months to 30 June 2010 |
Six months to 30 June 2009 |
Year to 31 December 2009 |
|
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
Notes |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Revenues |
3 |
|
81 |
29 |
54 |
|
Cost of sales |
|
|
(46) |
(19) |
(32) |
|
Gross Profit |
|
|
35 |
10 |
22 |
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
(294) |
(129) |
(262) |
|
Cost of AIM listing |
|
|
(230) |
- |
- |
|
Total administration costs |
|
|
(524) |
(129) |
(262) |
|
Operating loss |
|
|
(489) |
(119) |
(240) |
|
Finance income |
|
|
1 |
8 |
11 |
|
Loss before tax |
|
|
(488) |
(111) |
(229) |
|
Taxation |
4 |
|
- |
- |
- |
|
Loss after tax attributable to equity holders of the parent |
|
|
(488) |
(111) |
(229) |
|
Loss per share |
|
|
|
|
|
|
Basic on loss for the period (pence) |
5 |
|
(0.12) |
(0.03) |
(0.06) |
|
Diluted on loss for the period (pence) |
5 |
|
(0.12) |
(0.03) |
(0.06) |
|
|
|
|
|
|
|
|
|
|
|
|
||
The loss for the year arises from the Group's continuing operations.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 JUNE 2010
|
|
Share |
Share |
Merger |
Share Based Payments |
Revenue Deficit |
Total |
|
|
Capital |
Premium |
Reserve |
Reserve |
Reserve |
Equity |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 31 December 2008 |
130 |
985 |
- |
- |
(107) |
1,008 |
|
Loss for the period |
- |
- |
- |
- |
(111) |
(111) |
|
At 30 June 2009 |
130 |
985 |
- |
- |
(218) |
897 |
|
Loss for the period |
- |
- |
- |
- |
(118) |
(118) |
|
Conversion of shares |
30 |
(30) |
- |
- |
- |
- |
|
Share based payment |
- |
- |
- |
16 |
- |
16 |
|
At 31 December 2009 |
160 |
955 |
- |
16 |
(336) |
795 |
|
Loss for the period |
- |
- |
- |
- |
(488) |
(488) |
|
Reallocation of reserves on reorganisation |
241 |
(955) |
714 |
- |
- |
- |
|
Issue of shares |
63 |
1,037 |
- |
- |
- |
1,100 |
|
Share based payment |
- |
- |
- |
6 |
- |
6 |
|
At 30 June 2010 |
464 |
1,037 |
714 |
22 |
(824) |
1,413 |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2010
|
|
|
30 June 2010
|
30 June 2009
|
31 December 2009
|
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
Notes
|
£'000
|
£'000
|
£'000
|
|
|
Assets
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Intangible assets
|
|
59
|
1
|
7
|
|
|
Property, plant and equipment
|
|
3
|
-
|
1
|
|
|
|
|
62
|
1
|
8
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
34
|
20
|
39
|
|
|
Trade and other receivables
|
|
129
|
171
|
169
|
|
|
Cash and cash equivalents
|
|
1,257
|
721
|
638
|
|
|
|
|
1,420
|
912
|
846
|
|
|
Total Assets
|
|
1,482
|
913
|
854
|
|
|
Liabilities
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
(69)
|
(16)
|
(59)
|
|
|
|
|
(69)
|
(16)
|
(59)
|
|
|
Net Assets
|
|
1,413
|
897
|
795
|
|
|
Equity
|
|
|
|
|
|
|
Share capital
|
6
|
464
|
130
|
160
|
|
|
Share premium
|
6
|
1,037
|
985
|
955
|
|
|
Merger reserve
|
6
|
714
|
-
|
-
|
|
|
Share based payment reserve
|
|
22
|
-
|
16
|
|
|
Revenue deficit reserve
|
|
(824)
|
(218)
|
(336)
|
|
|
Total Equity
|
|
1,413
|
897
|
795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved by the Board and authorised for issue on 16 September 2010.
Marcelo Bravo Executive Chairman Michael Bretherton Finance Director
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2010
|
|
|
Six months to 30 June 2010 |
Six months to 30 June 2009 |
Year to 31 December 2009 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
Notes |
£'000 |
£'000 |
£'000 |
|
Operating Activities |
|
|
|
|
|
Loss before interest and tax |
|
(489) |
(119) |
(240) |
|
Adjustment for non- cash items: |
|
|
|
|
|
Depreciation of property, plant and equipment |
|
1 |
- |
- |
|
Amortisation of intangible assets |
|
2 |
- |
1 |
|
Share based payment |
|
6 |
- |
16 |
|
Decrease/(increase) in inventories |
|
5 |
(1) |
(20) |
|
Decrease/(increase) in trade and other receivables |
|
40 |
(131) |
(129) |
|
Increase/(decrease) in trade and other payables |
|
10 |
(25) |
18 |
|
Net cash outflow from operations |
|
(425) |
(276) |
(354) |
|
Investing Activities |
|
|
|
|
|
Interest received |
|
1 |
8 |
11 |
|
Purchases of property, plant and equipment |
|
(3) |
- |
(1) |
|
Purchases of intellectual property |
|
(54) |
- |
(7) |
|
Net cash (outflow)/inflow from investing activities |
|
(56) |
8 |
3 |
|
Financing Activities |
|
|
|
|
|
Proceeds from issue of share capital |
6 |
1,100 |
- |
- |
|
Net cash inflow from financing activities |
|
1,100 |
- |
- |
|
Increase/(Decrease) in cash and cash equivalents |
|
619 |
(268) |
(351) |
|
Cash and cash equivalents at start of period |
|
638 |
989 |
989 |
|
Cash and cash equivalents at end of period |
|
1,257 |
721 |
638 |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2010
1) BASIS OF PREPARATION
The interim financial statements of Oxford Nutrascience Group Plc are unaudited condensed consolidated financial statements for the six months to 30 June 2010. These include unaudited comparatives for the six months to 30 June 2009 together with audited comparatives for the year to 31 December 2009.
Oxford Nutrascience Group Plc was incorporated on 7 October 2009. The Company was specifically created to implement a re-organisation in relation to Oxford Nutrascience Limited which would permit admission of the Group to the AIM market. Under the re-organisation, Oxford Nutrascience Limited became a wholly owned subsidiary of Oxford Nutrascience Group Plc on 27 January 2010.
Shareholders in the company at the time of re-organisation received shares in Oxford Nutrascience Group Plc in the same proportionate interest as they had in Oxford Nutrascience Limited. The business, operations, assets and liabilities of the Oxford Nutrascience Group under the new holding company immediately after the re-organisation were no different from those immediately before the re-organisation and the Directors have therefore treated this combination as a simple re-organisation using the pooling of interests method of accounting.
The condensed consolidated financial statements do not constitute statutory accounts. The statutory accounts for the year to 31 January 2009 have been reported on by the auditors to Oxford Nutrascience Limited and have been filed with the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under section 498 of the Companies Act 2006.
2) SIGNIFICANT ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared under the historical cost convention in accordance with International Financial Reporting Standards as adopted by the European Union.
The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements of Oxford Nutrascience Limited for the year ended 31 December 2009 with the exception of the following additional policy which is relevant to the current period:
Basis of consolidation and re-organisation
The Company was incorporated on 7 October 2009. On 27 January 2010 the Company became a 100 per cent. holding company of Oxford Nutrascience Limited and was subsequently admitted to AIM on 12 February 2010.
The above combination has been accounted for as a re-organisation using the pooling of interests method of accounting under which the Group's activity has been treated as a continuation of that of the legal subsidiary, Oxford Nutrascience Limited. Comparative numbers presented in the Group financial statements are those reported in the financial statements issued in the name of the legal subsidiary, Oxford Nutrascience Limited, for the six months to 30 June 2009 (unaudited) and for the year to 31 December 2009 (audited).
3) SEGMENTAL REPORTING
Primary reporting format - business segments
At 30 June 2010, the Group operated in one business segment, that of the development and commercialisation of unique delivery systems for vitamins and medicines. All revenues have been generated from continuing operations and are from external customers.
Secondary reporting format - geographical segments
The Group operates in three main geographic areas, although all are managed in the UK. The Group's revenue per geographical segment is as follows:
|
|
Six months to |
Six months to |
Year to |
|
|
30 June 2010 |
30 June 2009 |
31 December 2009 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Revenues |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Product sales |
|
|
|
|
UK |
12 |
16 |
35 |
|
Middle East |
59 |
10 |
9 |
|
Other |
10 |
3 |
- |
|
|
81 |
29 |
44 |
|
|
|
|
|
|
Grant income |
- |
- |
10 |
|
|
|
|
|
|
Total |
81 |
29 |
54 |
All the Group's assets are held in the UK and all of its capital expenditure arises in the UK.
4) TAXATION
The Group has accumulated losses available to carry forward against future trading profits. No deferred tax asset has been recognised in respect of tax losses since it is uncertain at the balance sheet date as to whether future profits will be available against which the unused tax losses can be utilized.
5) LOSS PER SHARE (BASIC AND DILUTED)
Basic loss per share is calculated by dividing the loss attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the period. Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue during the period to assume conversion of all dilutive potential ordinary shares.
|
|
Six months to 30 June 2010 |
Six months to 30 June 2009 |
Year to 31 December 2009 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Loss attributable to the equity holders of the parent |
(488) |
(111) |
(229) |
|
|
|
|
|
|
|
No. |
No. |
No. |
|
Weighted average number of ordinary shares in issue during the period |
449,274,724 |
401,164,650 |
401,164,650 |
|
|
|
|
|
|
Loss per share |
|
|
|
|
Basic on loss for the period |
(0.12)p |
(0.03)p |
(0.06)p |
|
Diluted on loss for the period |
(0.12)p |
(0.03)p |
(0.06)p |
The weighted average number of shares for the for the six months ended 30 June 2009 and the year ended 31 December 2009 is based on the number of shares issued by Oxford Nutrascience Group Plc to acquire Oxford Nutrascience Limited under the reorganisation as set out in notes 1, 2 and 6 to these financial statements. The weighted average number of shares for the six months ended 30 June 2010 reflects the number of ordinary shares issued by Oxford Nutrascience Group Plc to acquire Oxford Nutrascience Limited up to the acquisition date and the total number of shares in issue for the period post the acquisition.
The Company has issued employee options over 7,500,000 ordinary shares which are potentially dilutive. There is however, no dilutive effect of these issued options as there is a loss for each of the periods concerned.
6) SHARE CAPITAL
|
|
|
Share capital |
Share premium |
Merger reserve |
Total |
|
|
Number |
£'000 |
£'000 |
£'000 |
£'000 |
|
Allotted, issued and fully paid shares |
|
|
|
|
|
|
Oxford Nutrascience Limited |
|
|
|
|
|
|
Ordinary shares of 1p each |
13,046,666 |
130 |
985 |
- |
1,115 |
|
Ordinary A shares of 0.1p each |
3,000,000 |
- |
- |
- |
- |
|
Total as at 31 December 2008 and 30 June 2009 |
16,046,666 |
130 |
985 |
- |
1,115 |
|
Share conversion of all A shares in to Ordinary shares of 1 p each |
- |
30 |
(30) |
- |
- |
|
Total Ordinary shares of 1 p each as at 31 December 2009 |
16,046,666 |
160 |
955 |
- |
1,115 |
|
|
|
|
|
|
|
|
Oxford Nutrascience Group Plc |
|
|
|
|
|
|
Ordinary shares of 0.1p each |
|
|
|
|
|
|
Issued on incorporation on 7 October 2009 |
2,000 |
- |
- |
- |
- |
|
Issued on 8 February 2010 to acquire the entire issued share capital of Oxford Nutrascience Limited |
401,164,650 |
401 |
- |
714 |
1,115 |
|
Issued for cash on 12 February 2010 |
62,857,148 |
63 |
1,037 |
- |
1,100 |
|
Total Ordinary shares of 0.1 p each as at 30 June 2010 |
464,023,798 |
464 |
1,037 |
714 |
2,215 |
As permitted by the provisions of the Companies Act 2006, the Company does not have an upper limit to its authorised share capital.
The acquisition of Oxford Nutrascience Limited has been accounted for as a re-organisation using the pooling of interests method of accounting as set out in notes 1and 2 to these financial statements and under which the shares issued by the Company are recorded at nominal value together with an amount established as Merger reserve in order to replicate the total issued capital of Oxford Nutrascience Limited as at the acquisition date.
7) RELATED PARTY TRANSACTIONS
During the period the Company entered into the following transactions with Ora Capital Limited (a wholly owned subsidiary of a significant corporate shareholder which as at 30 June 2010 held 34.9% of the Company's issued share capital).
|
|
Six months to |
Six months to |
Year to |
|
30 June 2010 |
30 June 2009 |
31 December 2009 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Management consultancy fees |
3 |
- |
- |
During the six month period ended 30 June 2010, the Company entered into numerous transactions with its subsidiary company which net off on consolidation - these have not been shown.
In addition, during the period the Company paid remuneration to the Directors' in accordance with their service contracts and letters of appointment.
8) INTERIM FINANCIAL REPORT
A copy of this interim report will be distributed to shareholders and is also available on the Company's website at www.oxfordnutrascience.com
Related Shares:
ABA.L