TIDMPXS
RNS Number : 7398L
Provexis PLC
10 September 2019
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
10 September 2019 Provexis plc
("Provexis" or the "Company")
PRELIMINARY RESULTS for the YEAR ended 31 MARCH 2019
Provexis plc ('Provexis' or the 'Company'), the business that
develops, licenses and sells the proprietary, scientifically-proven
Fruitflow(R) heart-health functional food ingredient, announces its
audited preliminary results for the year ended 31 March 2019.
Key highlights
-- Total revenue for the year GBP322k, a 37% year on year increase (2018: GBP236k).
-- Planned launch by By-Health of a number of Fruitflow based
products in the Chinese market, with potential volumes at a
significant multiple of existing Fruitflow sales, is progressing
well.
By-Health has made a significant investment in seven separate
studies in China, at its sole expense, in support of the Fruitflow
based products which it plans to launch in China. Studies conducted
in China are needed to obtain 'blue cap' health claim status for
dietary supplements, as required by the Chinese State
Administration for Market Regulation (SAMR).
-- The three studies which have been completed by By-Health
showed excellent results in use for Fruitflow, and provide strong
evidence for By-Health in its regulatory submissions for Fruitflow.
If a successful blue cap health claim is achieved it would be
expected to result in some significant orders for Fruitflow,
potentially at a multiple of Fruitflow's existing annual sales.
-- Open-ended collaboration agreement secured with By-Health in
August 2019, with project work to be managed and conducted by
Provexis primarily in the UK; initial project agreed which will
concentrate on the use of Fruitflow with nitrates in exercise, an
area of considerable commercial interest to By-Health in China. The
agreement further strengthens the close relationship between
By-Health and Provexis.
-- The Company and its commercial partner DSM have seen an
encouraging and sustained increase in brand awareness and customer
interest in Fruitflow over the last three years, with the total
projected annual sales value of the prospective sales pipeline for
Fruitflow standing at a substantial multiple of existing annual
sales.
-- Fruitflow+ Omega-3 launched in Holland & Barrett in
August 2018, with a listing in more than 660 Holland & Barrett
stores across the UK and Ireland giving Fruitflow+ Omega-3
widespread consumer exposure.
-- Total sales of the Company's Fruitflow+ Omega-3 dietary
supplement business grew by 34% in the year to GBP98k, net of sales
rebates, across Holland & Barrett, the Company's website
www.fruitflowplus.com and Amazon UK. Strong start to the 2019/20
financial year for this business, with first quarter Fruitflow+
Omega-3 revenues substantially ahead of the comparative quarter in
2018/19.
-- Dr Niamh O'Kennedy appointed as an Executive Director and as
Chief Scientific Officer in April 2019.
-- Ian Ford's role expanded to CEO and CFO in September 2019.
-- The Company raised GBP395k from a placing in October 2018
with new and existing investors at 0.40p per new ordinary
share.
-- Underlying operating loss* GBP385k (2018: GBP362k),
reflecting a GBP48k year on year increase in research and
development costs, primarily due to Fruitflow blood pressure
lowering patents entering the national phase.
-- Cash GBP326k at 31 March 2019 (2018: GBP315k). Based on its
current level of cash the Company will be seeking to raise further
funds in the coming months.
*before share-based payments of GBP149k (2018: GBP106k), as set
out on the face of the Consolidated Statement of Comprehensive
Income
Annual report and accounts and notice of AGM
The Company's annual report and accounts for the year ended 31
March 2019 and the AGM notice are available from the Shareholder
information section of the Company's website www.provexis.com now,
and from the address below:
The Company Secretary
Provexis plc
2 Blagrave Street
Reading
RG1 1AZ
The Company's annual report and accounts and its AGM notice will
be distributed by post on Wednesday 11 September 2019 to those
shareholders who have elected to continue to receive paper
communications.
Proxy forms for use in connection with the AGM will be
distributed by post on Wednesday 11 September 2019 to all
shareholders on the Company's share register.
The AGM will be held at 12:30pm on 4 October 2019 at the offices
of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London
EC3A 6AB.
For further information please contact:
Provexis plc Tel: 07490 391888
Dawson Buck, Chairman enquiries@provexis.com
Ian Ford, CEO and CFO
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor / Liz Kirchner
Chairman's statement
The Company has had another very active year, seeking to enhance
further the commercial prospects of its innovative, patented
Fruitflow(R) heart-health ingredient.
The Company's Alliance partner DSM Nutritional Products ('DSM')
has continued to develop the market actively for Fruitflow in all
global markets. More than 90 regional consumer healthcare brands
have now been launched by direct customers of DSM, and a number of
further regional brands have been launched through DSM's
distributor channels.
The Company and DSM have seen an encouraging increase in brand
awareness and customer interest in Fruitflow over the last three
years, with an increasing number of further commercial projects
being initiated with prospective customers, including some
prospective customers which are part of global businesses.
The Company continues to work closely with DSM, seeking to
support various prospective customers globally with their
commercialisation plans for Fruitflow, and the total projected
annual sales value of the prospective sales pipeline for Fruitflow
continues to stand at a substantial multiple of existing annual
sales.
Revenues for the year were GBP322k, a 37% year on year increase
(2018: GBP236k), reflecting:
-- An increase in the net income received from the Company's
Alliance Agreement with DSM, which grew by 22% to GBP198k in the
year (2018: GBP162k);
-- An increase in revenue net of sales rebates from the
Company's Fruitflow+ Omega-3 business, including Holland &
Barrett, the Company's website www.fruitflowplus.com and Amazon UK.
This business grew by 34% to GBP98k, net of sales rebates, in the
year (2018: GBP73k).
-- Amounts in excess of GBP26k which were received in the year
for marketing support, compared to amounts of GBPNil which were
received in the prior year.
Underlying operating loss for the year was GBP385k (2018:
GBP362k), reflecting a GBP48k year on year increase in research and
development costs which was primarily due to Fruitflow blood
pressure lowering patents entering the national phase of the patent
application process, a one-off event in the process which
represents the most significant pre-patent grant costs.
By-Health Co., Ltd.
The Company has previously announced it was working with DSM and
BY-HEALTH Co., Ltd ('By-Health'), a listed Chinese dietary
supplement business valued in excess of GBP3bn, to support the
planned launch of a number of Fruitflow based products in the
Chinese market.
The planned launch of a number of Fruitflow based products in
the Chinese market, with potential volumes at a significant
multiple of existing Fruitflow sales, is progressing well, with
activities driven at present by the need to obtain 'blue cap'
health claim status for Fruitflow as a dietary supplement with the
State Administration for Market Regulation (SAMR), a new Chinese
market regulator which has taken over the responsibilities of the
former China Food and Drug Administration (CFDA).
Clinical studies conducted in China are typically required to
obtain blue cap health claim status, and a significant investment
in seven separate studies, in support of the Fruitflow based
products which By-Health plans to launch in China, is being
undertaken at By-Health's expense.
Three studies have been successfully completed in China, three
studies are currently ongoing at Chinese clinical sites and a
further planned human study in 2019 has been confirmed by
By-Health.
The three completed studies (a human study and two animal
studies) showed excellent results in use for Fruitflow, and they
provide strong evidence for By-Health in its blue cap and other
regulatory submissions to the SAMR for Fruitflow, supported by the
Company's existing European Food Safety Authority ('EFSA') health
claim for Fruitflow.
If a successful blue cap health claim is achieved for Fruitflow
it would currently be expected to result in some significant orders
for the product, potentially at a multiple of current total sales
values. The Company will provide shareholders with as much
information as it can on the timing of this highly commercially
sensitive and potentially transformative process, subject to the
multi-party confidentiality arrangements which inevitably surround
the process.
In August 2019 the Company confirmed it had entered into a new
collaboration agreement with By-Health to support the planned
launch by By-Health of a number of Fruitflow based products in the
Chinese market. The new collaboration agreement has been structured
on an open-ended framework basis, enabling the parties to conduct a
number of different projects over an unspecified period of time
under the one overriding agreement, with all projects envisaged to
be at By-Health's sole expense.
Projects conducted under the agreement will be focussed on
specific areas of commercial focus for By-Health, and the first
project which has been agreed will concentrate on the use of
Fruitflow with nitrates in exercise, an area of considerable
commercial interest to By-Health in China. Project work will be
managed and conducted by Provexis primarily in the UK, led by
Provexis' Chief Scientific Officer Dr Niamh O'Kennedy and supported
by outsourced research partners which will be appointed and managed
by Provexis.
The Fruitflow with nitrates in exercise project will provide
gross income to Provexis in excess of GBP55k in the current
financial year, to include an element of overhead recovery. The
project will not affect the ownership of Provexis' existing,
substantial intellectual property for the Fruitflow with nitrates
formulation, which already has patents granted in the UK and
Australia. Further patents for this formulation are being sought in
Europe, the US, China and eleven other territories, with potential
patent protection out to December 2033.
There are more than 230m people in China who are currently
thought to have cardiovascular disease, and a significant increase
in cardiovascular events is expected in China over the course of
the next decade based on population aging and growth alone (source:
World Health Organisation - Cardiovascular diseases, China
www.wpro.who.int/china/mediacentre/factsheets/cvd/en). China is now
the world's second-largest pharmaceuticals market, measured by how
much patients and the state spend on drugs (source: health-care
information company IQVIA
www.iqvia.com/blogs/2019/04/growth-perspectives-for-the-pharma-market).
The Company believes that Fruitflow has the potential to play an
important role in the Chinese cardiovascular health market.
Fruitflow+ dietary supplement products
In August 2018 Fruitflow+ Omega-3 was launched in more than 660
Holland & Barrett stores across the UK and Ireland, giving
Fruitflow+ Omega-3 widespread consumer exposure.
The product listing has been supported by a number of ongoing
staff training, consumer marketing and promotional initiatives, to
include Holland & Barrett's in-house Healthy magazine and its
website www.hollandandbarrett.com.
Fruitflow+ Omega-3 is available to purchase from Amazon UK and
from the Company's e-commerce website www.fruitflowplus.com which
is particularly focussed on subscription orders. The product has a
Facebook page at www.facebook.com/FruitflowPlus and a newly
developed Instagram page at www.instagram.com/fruitflowplus.
The Company believes that Fruitflow has an important role to
play in women's cardiovascular health, and it has recently launched
a dedicated new section of its consumer website at
www.fruitflowplus.com/womens-health. The Company sponsored the
annual MegsMenopause conference in May 2019, and delivered a
high-profile presentation at the conference.
A dedicated product video for Fruitflow+ Omega-3 was launched in
March 2019, and a Fruitflow App is also being developed, primarily
for use on mobile device platforms.
Further interest in the role of Fruitflow in exercise was
generated by Team Sunweb Pro Cycling's use of Fruitflow in the 2018
Tour de France, and the Company is progressing the formulation and
launch of a Fruitflow+ nitrates dietary supplement product which
was used by Team Sunweb in the 2019 Tour de France
www.fruitflowplus.com/sportrecovery.
The Company's Fruitflow+ Omega-3 business has seen a strong
start to the 2019/20 financial year, with first quarter Fruitflow+
Omega-3 revenues substantially ahead of the comparative quarter in
2018/19. Subscriber numbers on the www.fruitflowplus.com website
have been growing steadily, rising in recent weeks to an all-time
high level.
The Company's Fruitflow+ Omega-3 dietary supplement business is
complementary to its Alliance Agreement with DSM and it is
supported by DSM, reflecting the continued strength of the
long-term relationship between Provexis and DSM. The Company is
seeking to expand further its commercial activities with Fruitflow+
Omega-3 and other Fruitflow+ combination products, and it is
currently in dialogue with some potential direct brand owner
customers.
Intellectual property
The Company is responsible for filing and maintaining patents
and trade marks for Fruitflow as part of the Alliance Agreement
with DSM, and patent coverage for Fruitflow now includes the
following patent families:
-- Improved Fruitflow / Fruit Extracts, which was granted by the
European Patent Office in January 2017. The patent has been granted
in seven other major territories to include China, and patent
applications are at a late stage of progression in a further seven
global territories, with potential patent protection out to
November 2029.
-- Antihypertensive (blood pressure lowering) effects in
collaboration with the University of Oslo, which have now been
granted for Fruitflow in Europe and three other major territories.
Patent applications are being progressed in a further five major
territories to include the US and China, with potential patent
protection out to April 2033.
-- The use of Fruitflow with nitrates in mitigating
exercise-induced inflammation and for promoting recovery from
intense exercise. The patent was first granted by the UK IPO
(Intellectual Property Office) in May 2017, and a further patent
was granted in Australia in December 2018. Patents are being sought
in Europe, the US, China and eleven other territories, with
potential patent protection out to December 2033.
-- The use of Fruitflow in protecting against the adverse
effects of air pollution on the body's cardiovascular system, which
extends potential patent protection for Fruitflow out to November
2037. Recent laboratory work has shown that Fruitflow can reduce
the platelet activation caused by airborne particulate matter, such
as that from diesel emissions, by approximately one third.
Capital structure and funding
On 27 September 2018 the Company announced it had raised
proceeds of GBP395,000 via the placing of 98,750,000 new ordinary
shares of 0.1p each at a gross 0.40p per share with investors, with
no commissions payable. The placing shares were admitted to trading
on AIM on 5 October 2018.
The Company is seeking to maximise the commercial returns that
can be achieved from its Fruitflow technology, and the Company's
cost base and its resources continue to be very tightly managed.
The Company remains keen to minimise dilution to shareholders and
it is focussed on moving into profitability as Fruitflow revenues
increase, but while the Company remains in a loss-making position
it will need to raise funds to support working capital on
occasions. Based on its current level of cash it is expected that
the Group will need to raise further equity finance in the coming
six months, a situation which is deemed to represent a material
uncertainty related to going concern. Considering the success of
previous fundraisings and the current performance of the business,
the Directors have a reasonable expectation of raising sufficient
additional capital to continue in operational existence for the
foreseeable future and for this reason they continue to adopt the
going concern basis in preparing the Group's and Parent Company's
financial statements.
The Company intends to hold its Annual General Meeting at the
offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place,
London EC3A 6AB at 12:30pm on 4 October 2019.
Crohn's disease intellectual property
The Group continues to maintain the Crohn's disease intellectual
property registered in Provexis (IBD) Limited, a company which is
75% owned by Provexis plc and 25% owned by The University of
Liverpool. The Group continues to investigate further options for
the Crohn's disease project, seeking to maximise its value.
People
In July 2018 Frédéric Boned, who was then EMEA Vice President of
DSM's Human Nutrition & Health business, a part of DSM
Nutritional Products, was appointed as a Non-executive
Director.
Frédéric has subsequently been appointed North American Vice
President of DSM's Human Nutrition & Health business, and he
brings a wealth of sales and marketing knowledge and expertise to
the Company from a diverse working background. Frédéric has held a
variety of senior roles in DSM's Personal Care & Aroma
Ingredients business, prior to which he worked in sales and
marketing positions for over ten years at Givaudan.
The Company is delighted to welcome Frédéric to the Board, and
expects his proven sales and marketing knowledge and expertise to
help drive Provexis and its core Fruitflow product forward.
In April 2019 the Company announced the appointment of Dr Niamh
O'Kennedy as an Executive Director of the Company, and as Chief
Scientific Officer.
Niamh is a research chemist, specialising in the field of
natural products chemistry, who has been working with Provexis
since 2000. Niamh's experience in isolating and characterising
plant-derived compounds and understanding the roles these play in
complex biological systems has been pivotal in the development of
Provexis' lead product, Fruitflow, and the health claim for
Fruitflow which was adopted by the European Food Safety Authority
('EFSA').
In conjunction with Niamh's appointment, Ian Ford's role was
expanded to Chief Financial Officer and Chief Operating Officer and
Dawson Buck's role changed from Executive Chairman to Non-executive
Chairman. In September 2019 Ian Ford's role was further expanded to
CEO (now, CEO and CFO).
The Board would like to thank the Company's small team of sales,
marketing, e-commerce, PR and scientific consultants for their
professionalism, enthusiasm and dedication in driving the business
forward over the last year. The Company would also like to thank
its key professional advisers for their valuable help and
support.
Outlook
The Company is pleased to report on another strong year of
progress, to include a 37% year on year increase in revenues, to
GBP322k.
The Company has developed a strong, long lasting and
wide-ranging patent portfolio for Fruitflow, a natural
cardiovascular health product which is backed by numerous published
human studies, and the Company is well placed to maximise the
numerous commercial opportunities which the Company and DSM have
been pursuing for Fruitflow.
The clinical studies which By-Health has been conducting in
China, seeking to obtain blue cap health claim status for Fruitflow
in China, have been progressing well and the completed studies have
shown excellent results in use for Fruitflow, providing strong
evidence for By-Health in its blue cap and other regulatory
submissions to the Chinese SAMR.
If a successful blue cap health claim is achieved for Fruitflow
in China it would currently be expected to result in some
significant orders for Fruitflow, potentially at a multiple of
current total sales values. The Company will provide shareholders
with as much information as it can with regard to the timing of
this commercially sensitive and potentially transformative
process.
In August 2019 the Company was delighted to announce it had
signed an open-ended collaboration agreement with By-Health, in
support of By-Health's planned launch of Fruitflow based products
in the Chinese market. Project work will be managed and conducted
by Provexis primarily in the UK, with the first project agreed
concentrating on the use of Fruitflow with nitrates in exercise, an
area of considerable commercial interest to By-Health. The
agreement further strengthens the close relationship between
By-Health and Provexis.
The Company would like to thank its customers and shareholders
for their continued support, and the Board remains positive about
the outlook for Fruitflow and the Provexis business for the coming
year and beyond.
Dawson Buck
Chairman
Strategic report
Group strategy
The Group strategy has historically focused on the discovery,
development and commercialisation of functional foods, medical
foods and dietary supplements, and in particular the Group's
Fruitflow technology.
On 1 June 2010 the Company announced that it had entered into a
long-term Alliance Agreement with DSM Nutritional Products to
commercialise Fruitflow, through sales as an ingredient to brand
owners in the food, beverage and dietary supplement categories.
The establishment of the Alliance Agreement was a significant
milestone in the history of the Company. The Alliance is seeing the
partners collaborate to develop Fruitflow in all major global
markets, through an effective commercialisation of current formats
and pioneering new and significant applications. DSM is responsible
for manufacturing, marketing and selling via its substantial sales
force. Provexis is responsible for contributing scientific
expertise necessary for successful commercialisation, and for
maintaining and strengthening the breadth and duration of its
patent and trade mark coverage for Fruitflow, seeking to maximise
the commercial returns that can be achieved from the technology.
Profits from the Alliance are being shared by the parties on an
agreed basis, linked to various performance milestones. In June
2015 the Company confirmed that it had agreed significantly
enhanced financial terms with DSM for the Company's Alliance
Agreement for Fruitflow.
The Directors believed at the time of signing the Alliance
Agreement, and still retain the belief, that the commercialisation
of Fruitflow is best undertaken in conjunction with DSM as it
enables Provexis to leverage the resources and relationships of DSM
in the major global markets.
The Group's strategic priority is to focus on developing
revenues from the Fruitflow business together with the Group's
Alliance partner DSM, whilst also managing the relationship with
DSM.
The Group also seeks to ensure that it fulfils its
responsibilities under the Alliance Agreement to include protecting
the intellectual property of Fruitflow and assisting DSM with
scientific work required to further commercialise the technology.
At the same time, the Board remains committed to keeping regular
and fixed costs restricted to an appropriate level, thereby
maximising the Group's profit potential and minimising cash
utilised in operations.
In June 2016 Provexis launched a high-quality dietary supplement
product containing Fruitflow and Omega-3 which is being sold from a
separate, dedicated website www.fruitflowplus.com on a mail order
basis, the product is also available to purchase from
Amazon.co.uk.
The Company's Fruitflow+ Omega-3 dietary supplement business,
which is expected to provide the Company with an additional
long-term income and profit stream, is complementary to its
Alliance Agreement with DSM and it is supported by DSM, reflecting
the continued strength of the long-term relationship between
Provexis and DSM and the shared interest of both companies in
seeking to maximise the commercial returns that can be achieved
from Fruitflow.
The Company announced in June 2018 that it had secured a retail
listing with Holland & Barrett for Fruitflow+ Omega-3, with all
of the revenue and costs attributable to this listing to accrue to
the Company. The Company is seeking to expand further its
commercial activities with Fruitflow+ Omega-3, and it is seeking to
develop and sell further Fruitflow+ combination products.
The Company is working with DSM and By-Health Co., Ltd, a GBP3bn
listed Chinese dietary supplement business, to support the planned
launch of a number of Fruitflow based products in the Chinese
market. In August 2019 Provexis entered into an open-ended
collaboration agreement with By-Health, which further strengthens
the already close relationship between By-Health and Provexis. The
Company will seek to undertake further projects for By-Health under
this flexible framework agreement.
Market opportunity
Fruitflow is a patented natural extract from tomatoes which has
been shown in human trials to reduce the propensity for aberrant
blood clotting, typically associated with cardiovascular disease,
which can lead to heart attack and stroke. The extract is available
in two formats, a syrup and a spray-dried powder and can be
included in a broad range of food, beverage and dietary supplement
formats.
In May 2009, the Company's Fruitflow technology was the first to
be substantiated by the European Food Safety Authority ('EFSA')
under the new Article 13(5) for proprietary and emerging science.
In December 2009 the European Commission authorised the health
claim 'Helps maintain normal platelet aggregation, which
contributes to healthy blood flow', which was the first wording to
be authorised under Article 13(5).
The global functional food market is estimated to be in excess
of US$170 billion per year, and it is forecast to reach US$276
billion by 2025, with products addressing cardiovascular disease
forming the largest segment of the market (source:
www.researchandmarkets.com ). Global awareness of heart health is
increasing and a rising number of people are taking a proactive
approach to improving heart health. The Directors believe that
products addressing blood flow and circulation issues continue to
represent a long-term opportunity in the expanding cardiovascular
sector.
Financial review
The financial review has been prepared on the basis of Group's
continuing operations, as further detailed in the consolidated
statement of comprehensive income.
Revenue
The Company's long-term Alliance Agreement with DSM Nutritional
Products for Fruitflow includes a financial model which is based
upon the division of profits between the two partners on an agreed
basis, linked to certain revenue targets, following the deduction
of the cost of goods and a fixed level of overhead from sales. In
June 2015 the Company confirmed that revised terms for the Alliance
Agreement had been agreed with DSM, under which the fixed level of
overhead deduction from sales permanently decreased with effect
from 1 January 2015, backdated, thus increasing the profit share
payable to the Company.
In June 2016 the Company announced the launch of its Fruitflow+
Omega-3 dietary supplement product, which was sold initially from a
separate, dedicated website www.fruitflowplus.com on a mail order
basis, particularly focussed on subscription orders.
In August 2018 Fruitflow+ Omega-3 was launched in more than 660
Holland & Barrett stores across the UK and Ireland, giving
Fruitflow+ Omega-3 widespread consumer exposure, with all of the
revenue and costs attributable to this listing to accrue to the
Company.
Fruitflow+ Omega-3 is also available to purchase from Amazon UK,
and the product has a Facebook page at
www.facebook.com/FruitflowPlus and an Instagram page at
www.instagram.com/fruitflowplus.
Fruitflow+ Omega-3 is a two-in-one supplement in an easy to take
capsule, supporting healthy blood flow and normal heart function,
and it achieved sales of GBP98k in the year to 31 March 2019,
compared to GBP73k in the prior year.
Fruitflow+ Omega-3 is expected to provide the Company with an
additional long-term income and profit stream, and the
fruitflowplus.com website will be able to accommodate further
potential Fruitflow combination product derivatives. Further sales
channel opportunities for the product are currently being
explored.
The Group's total revenue for the year ended 31 March 2019 was
GBP322k, a 37% increase relative to the prior year (2018:
GBP236k).
The increase in revenue accruing to the Company for the year
reflects:
-- An increase in the net income received from the Company's
Alliance Agreement with DSM, which grew by 22% to GBP198k in the
year (2018: GBP162k);
-- An increase in revenue net of sales rebates from the
Company's Fruitflow+ Omega-3 business, including Holland &
Barrett, the Company's website www.fruitflowplus.com and Amazon UK.
This business grew by 34% to GBP98k, net of sales rebates, in the
year (2018: GBP73k).
-- Amounts in excess of GBP26k which were received in the year
for marketing support, compared to amounts of GBPNil which were
received in the prior year.
Underlying operating loss
Underlying operating loss for the year was GBP385k (2018:
GBP362k), reflecting a GBP48k year on year increase in research and
development costs which was primarily due to Fruitflow blood
pressure lowering patents entering the national phase of the patent
application process, a one-off event in the process which
represents the most significant pre-patent grant costs.
The Group has chosen to report underlying operating loss as the
Directors believe that the operating loss before share-based
payments provides additional useful information for shareholders on
underlying trends and performance. A reconciliation of underlying
operating loss to statutory operating loss is presented on the face
of the consolidated statement of comprehensive income. This measure
is used for internal performance analysis. The Group's cost base
and its resources have been and will continue to be tightly managed
within budgets approved and monitored by the Board.
Research and development costs
Research and development costs are primarily composed of patent,
trade mark and other research agreement costs, with the Group
seeking to maintain and strengthen the breadth and duration of its
patent and trade mark coverage for Fruitflow. Research and
development costs have increased by 26% to GBP230k (2018: GBP182k),
primarily due to Fruitflow blood pressure lowering patents entering
the national phase of the patent application process, as further
detailed above.
R&D tax relief: payable tax credit
A current tax credit of GBP16k (2018: GBP15k), in respect of
research and development tax relief has been recognised in the
financial statements. The tax credit claim for the year ended 31
March 2017 totalling GBP14k was paid to the Group in April 2018,
and the tax credit claim for the year ended 31 March 2018 totalling
GBP15k was paid to the Group in July 2019.
Taxation
The current tax charge is GBPNil (2018: GBPNil) due to the loss
made in the year. No amounts in respect of deferred tax were
recognised in profit and loss from continuing operations or charged
/ credited to equity for the current or prior year.
Results and dividends
The loss attributable to equity holders of the parent for the
year ended 31 March 2019 was GBP513k (2018: GBP448k) and the basic
loss per share was 0.03p (2018: 0.02p). The Directors are unable to
recommend the payment of a dividend (2018: GBPNil).
Consideration of section 656 of the Companies Act 2006
On 28 August 2014 it was noted in the Company's Notice of Annual
General Meeting that Section 656 of the Companies Act 2006
('section 656') had been brought to the attention of the Directors
as part of the 31 March 2014 year end accounts and audit. Section
656 states that where the net assets of a public company are half
or less of its called-up share capital, the Directors must call a
general meeting of the company to consider whether any, and if so
what, steps should be taken to deal with the situation.
Further details of the issue were provided in the Company's AGM
notice of 28 August 2014 which is available to download from the
Company's website here
www.provexis.org/wp-content/uploads/Provexis-plc-notice-of-22-Sep-14-AGM-FINAL.pdf
A resolution was not put to the 2014 Annual General Meeting in
connection with section 656 and it was noted that the Directors'
view in August 2014 was that the most appropriate course of action
was to continue to maintain tight control over the running costs of
the Company and to wait for revenues from its core Fruitflow
product to increase. Subsequent to the Company's AGM on 22
September 2014 the net assets of the Company and Group have
remained less than half of the Company's called-up share capital
and a further general meeting of the Company is not required under
section 656.
The annual financial statements of the Company for the year
ended 31 March 2019 and the reports of the Directors thereon
include a going concern statement which concludes that the
necessity to raise additional equity finance represents a material
uncertainty that may cast significant doubt upon the Group's and
Parent Company's ability to continue as a going concern and that
should it be unable to raise further funds, the Group may be unable
to realise its assets and discharge its liabilities in the normal
course of business.
However, considering the success of previous fundraisings and
the current performance of the business, the Directors have a
reasonable expectation of raising sufficient additional capital to
continue in operational existence for the foreseeable future. For
this reason, they continue to adopt the going concern basis in
preparing the Group's and Parent Company's financial
statements.
It remains the Directors' view on 9 September 2019 that the most
appropriate course of action in respect of section 656 is to
continue to seek to maximise the commercial returns that can be
achieved from the Company's Fruitflow technology, and continue to
maintain very tight control over the running costs of the
Company.
Capital structure and funding
The Company is seeking to maximise the commercial returns that
can be achieved from its Fruitflow technology, and the Company's
cost base and its resources continue to be very tightly managed.
The Company remains keen to minimise dilution to shareholders and
it is focussed on moving into profitability as Fruitflow revenues
increase, but while the Company remains in a loss-making position
it will need to raise working capital on occasions.
On 27 September 2018 the Group announced it had raised proceeds
of GBP395,000 via the placing of 98,750,000 new ordinary shares of
0.1p each at a gross 0.40p per share with investors, with no
commissions payable. The placing shares were admitted to AIM on 5
October 2018.
Key performance indicators
The principal financial KPIs monitored by the Board relate to
underlying operating loss and cash and cash equivalents.
The table below shows the Group's underlying operating loss,
calculated as operating profit before share-based payment expense,
from continuing operations for the two years ended 31 March
2019:
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
Underlying operating loss 384,900 361,618
--------------------------- ----------- -----------
The trading results are further detailed in this strategic
report.
The table below shows the Group's cash position at 31 March 2019
and 31 March 2018:
31 March 31 March
2019 2018
GBP GBP
Cash and cash equivalents 325,642 315,166
--------------------------- --------- ---------
The monitoring of cash gives due consideration to anticipated
future spend required to prioritise development opportunities and
to plan the resources required to achieve the goals of the
business. The GBP10,476 increase in cash and cash equivalents
during the financial year is further detailed in the consolidated
statement of cash flows.
Principal risks and uncertainties
In the course of its normal business the Group is exposed to a
range of risks and uncertainties which could impact on the results
of the Group.
The Board considers that risk-management is an integral part of
good business process and, it maintains a register of risks across
several categories including consultants, clients, competition,
finance, technical and legal. For each risk the Board estimates the
impact, likelihood as well as identify mitigating strategies.
This register is reviewed periodically as the Company's
situation changes. During such reviews, each risk category is
considered by the Directors with a view to understanding (i)
whether the nature, impact or likelihood of any risks has changed,
(ii) whether the mitigating actions taken by the Company should
change as a result and (iii) whether any new risks or categories of
risk have arisen since the last review.
The Company is seeking to expand its Fruitflow+ Omega-3 dietary
supplement business and thereby reduce its commercial reliance on
the Alliance Agreement with DSM, as further outlined above, thus
increasing opportunities for growth and decreasing risk.
The Directors have identified the following principal risks and
uncertainties that could have the most significant impact on the
Group's long-term value generation.
Funding and other risks
Provexis has experienced operating losses from continuing
operations in each year since its inception. Accordingly until
Provexis has sufficient commercial success with Fruitflow to be
cash generative it will continue to rely on its existing cash
resources and further funding rounds to continue its activities.
While Provexis aims to generate licensing and sales revenues from
Fruitflow, there is no certainty that such revenues will be
generated. Furthermore, the amount and timing of revenues from
Fruitflow is uncertain and will depend on numerous factors, most of
which are outside Provexis' control due to the terms of the
Alliance Agreement. It is therefore difficult for the Directors to
predict with accuracy the timing and amount of any further capital
that may be required by the Provexis Group.
Factors that could increase Provexis' funding requirements
include, but are not limited to: higher operational costs; slower
progress than expected in DSM attracting customers to purchase
Fruitflow; unexpected opportunities to develop additional products
or acquire additional technologies, products or businesses; and
costs incurred in relation to the protection of Provexis'
intellectual property.
Any additional share issues may have a dilutive effect on
Provexis Shareholders. Further, there can be no guarantee or
assurance that additional equity funding will be forthcoming when
required, nor as to the terms and price on which such funds would
be available, nor that such funds, if raised, would be sufficient
to enable Provexis to meet its working capital requirements.
Brexit
The impact and timing of the decision for the UK to leave the EU
remains uncertain.
The Group will continue to monitor relationships with European
regulatory bodies such as the European Patent Office as new
information is provided, with the current expectation being that
there will not a material change to the existing European patent
arrangements.
The importing of raw materials and finished goods for the
Group's Fruitflow+Omega-3 operations, and the exporting of finished
goods could be impacted following UK exit from the EU. Potential
impacts could include customs and shipping delays, and delays in
delivering products to the end consumer thereby impacting sales and
customer service. Tariffs may also need to be absorbed, potentially
impacting profitability.
Provexis' direct selling operations are currently focussed on a
single product, Fruitflow+Omega-3 capsules, the last batch of which
was manufactured outside the UK in an EU country. In mitigation of
the supply chain and delivery risks for this product, the Group is
in dialogue with some potential UK manufacturers, with a number of
manufacturing options in hand, and it has some alternative
fulfilment options available to it outside the UK for the delivery
of finished goods outside the UK.
Commercialisation
Due to the terms of the Alliance Agreement, Provexis is largely
dependent on DSM in respect of the development, production,
marketing and commercialisation of Fruitflow. Fruitflow is solely
reliant on DSM under the terms of the Alliance Agreement for its
commercialisation.
Provexis' long-term success is largely dependent on the ability
of DSM to sell Fruitflow. Provexis' negotiating position with DSM
if they choose to vary the Alliance Agreement may be affected by
its size and limited cash resources relative to DSM who have
substantial cash resources and established levels of commercial
success. An inability to enter into any discussions with DSM on
equal terms could lead to reduced revenue from the Alliance
Agreement and this may have a significant adverse effect on
Provexis' business, financial condition and results.
The loss of, or changes affecting, Provexis' relationships with
DSM could adversely affect Provexis' results or operations as
Provexis has limited input on the sales strategies of Fruitflow
adopted by DSM. Furthermore, although Provexis has sought to
include performance obligations on DSM in the Alliance Agreement,
there is a risk that DSM may reprioritise Fruitflow within their
product portfolio resulting in Provexis achieving sales below that
which it expects. Any such situation may have a material and
adverse effect on Provexis' business, financial condition and
results of operations.
Profitability depends on the success and market acceptance of
Fruitflow
The success of Provexis will depend on the market's acceptance
and valuing of Fruitflow and there can be no guarantee that this
acceptance will be forthcoming or that Provexis' technologies will
succeed. The development of a market for Fruitflow will be affected
by many factors, some of which are beyond Provexis' control,
including the emergence of newer, more successful food IP and
products and the cost of Fruitflow. Notwithstanding the health
claims made in respect of Fruitflow, there can be no guarantee that
Provexis' targeted customer base for the product will purchase or
continue to purchase the product. If a market fails to develop or
develops more slowly than anticipated, Provexis may be unable to
recover the losses it may have incurred in the development of
Fruitflow and may never achieve profitability.
Limited product offering
Provexis has only one product, Fruitflow, and any problems with
the commercial success of Fruitflow will impact the financial
performance of Provexis.
Intellectual property protection
Provexis is heavily dependent on its intellectual property and,
in particular, its patents. No assurance can be given that any
pending patent applications or any future patent applications will
result in granted patents, that any patents will be granted on a
timely basis, that the scope of any copyright or patent protection
will exclude competitors or provide competitive advantages to
Provexis, that any of Provexis' patents will be held valid if
challenged, or that third parties will not claim rights in or
ownership of the copyright, patents and other proprietary rights
held by Provexis.
Further, there can be no assurance that others have not
developed or will not develop similar products, duplicate any of
Provexis' products or design around any patents held by Provexis.
Others may hold or receive patents which contain claims having a
scope that covers products developed by Provexis (whether or not
patents are issued to Provexis).
Provexis may rely on patents to protect its assets. These rights
act only to prevent a competitor copying and not to prevent a
competitor from independently developing products that perform the
same functions. No assurance can be given that others will not
independently develop or otherwise acquire substantially equivalent
functional food IP or otherwise gain access to Provexis' unpatented
proprietary technology or disclose such technology or that Provexis
can ultimately protect meaningful rights to such unpatented
technology.
Once granted, a patent can be challenged both in the patent
office and in the courts by third parties. Third parties can bring
material and arguments which the patent office granting the patent
may not have seen. Therefore, issued patents may be found by a
court of law or by the patent office to be invalid or unenforceable
or in need of further restriction.
A substantial cost may be incurred if Provexis is required to
assert its intellectual property rights, including any patents or
trade marks against third parties. Litigation is costly and time
consuming and there can be no assurance that Provexis will have, or
will be able to devote, sufficient resources to pursue such
litigation. Potentially unfavourable outcomes in such proceedings
could limit Provexis' intellectual property rights and activities.
There is no assurance that obligations to maintain Provexis' know
how would not be breached or otherwise become known in a manner
which provides Provexis with no recourse.
Any claims made against Provexis' intellectual property rights,
even without merit, could be time consuming and expensive to defend
and could have a materially detrimental effect on Provexis'
resources. A third party asserting infringement claims against
Provexis could require Provexis to cease the infringing activity
and/or require Provexis to enter into licensing and royalty
arrangements. The third party could also take legal action which
could be costly. In addition, Provexis may be required to develop
alternative non-infringing solutions that may require significant
time and substantial unanticipated resources. There can be no
assurance that such claims will not have a material adverse effect
on Provexis' business, financial condition or results.
Ian Ford
Secretary
Consolidated statement of comprehensive income
Year Year
ended ended
31 March 31 March
2019 2018
Notes GBP GBP
--------------------------------------------- ------ ---------- ----------
Revenue 1,3 322,189 235,804
Cost of goods (49,433) (23,167)
--------------------------------------------- ------ ---------- ----------
Gross profit 272,756 212,637
Selling and distribution costs (35,033) (23,878)
Research and development costs 4 (229,876) (181,922)
Administrative costs (including share-based
payment charges) (557,960) (489,777)
R&D tax relief: receivable tax credit 8 16,210 15,015
Underlying operating loss (384,900) (361,618)
Share-based payment charges 16 (149,003) (106,307)
--------------------------------------------- ------ ---------- ----------
Loss from operations 4 (533,903) (467,925)
Finance income 7 528 497
Loss before taxation (533,375) (467,428)
Taxation 8 - -
Loss and total comprehensive expense
for the year (533,375) (467,428)
--------------------------------------------- ------ ---------- ----------
Attributable to:
Owners of the parent (513,033) (448,108)
Non-controlling interest (20,342) (19,320)
Loss and total comprehensive expense
for the year (533,375) (467,428)
--------------------------------------------- ------ ---------- ----------
Loss per share to owners of the parent
Basic - pence 9 (0.03) (0.02)
Diluted - pence 9 (0.03) (0.02)
--------------------------------------------- ------ ---------- ----------
Consolidated statement of financial position
Company number 05102907 As at As at
31 March 31 March
2019 2018
Notes GBP GBP
----------------------------------- ------ ------------- -------------
Assets
Current assets
Inventories 11 45,866 10,521
Trade and other receivables 12 59,603 64,621
Corporation tax asset 8 30,920 28,335
Cash and cash equivalents 325,642 315,166
----------------------------------- ------ ------------- -------------
Total current assets 462,031 418,643
----------------------------------- ------ ------------- -------------
Total assets 462,031 418,643
----------------------------------- ------ ------------- -------------
Liabilities
Current liabilities
Trade and other payables 13 (123,143) (89,383)
Total current liabilities (123,143) (89,383)
----------------------------------- ------ ------------- -------------
Net current assets 338,888 329,260
Total liabilities (123,143) (89,383)
----------------------------------- ------ ------------- -------------
Total net assets 338,888 329,260
----------------------------------- ------ ------------- -------------
Capital and reserves attributable
to
owners of the Parent company
Share capital 15 1,983,988 1,885,238
Share premium reserve 17 17,474,796 17,179,546
Warrant reserve 17 - 26,200
Merger reserve 17 6,599,174 6,599,174
Retained earnings 17 (25,241,620) (24,903,790)
----------------------------------- ------ ------------- -------------
816,338 786,368
Non-controlling interest (477,450) (457,108)
----------------------------------- ------ ------------- -------------
Total equity 338,888 329,260
----------------------------------- ------ ------------- -------------
Consolidated statement of cash flows
Year Year
ended ended
31 March 31 March
2019 2018
Notes
------------------------------------------- ------ ---------- ----------
GBP GBP
------------------------------------------- ------ ---------- ----------
Cash flows from operating activities
Loss after tax (533,375) (467,428)
Adjustments for:
Finance income 7 (528) (497)
Tax credit receivable 8 (16,210) (15,015)
Share-based payment charge 16 149,003 106,307
Changes in inventories (35,345) 21,929
Changes in trade and other receivables 5,056 22,478
Changes in trade and other payables 33,760 (43,931)
------------------------------------------- ------ ---------- ----------
Net cash flow from operations (397,639) (376,157)
------------------------------------------- ------ ---------- ----------
Tax credits received 13,625 13,105
Total cash flow from operating activities (384,014) (363,052)
------------------------------------------- ------ ---------- ----------
Cash flow from investing activities
Interest received 490 374
Total cash flow from investing activities 490 374
------------------------------------------- ------ ---------- ----------
Cash flow from financing activities
Proceeds from issue of share capital 15 394,000 665,495
Total cash flow from financing activities 394,000 665,495
------------------------------------------- ------ ---------- ----------
Net change in cash and cash equivalents 10,476 302,817
------------------------------------------- ------ ---------- ----------
Opening cash and cash equivalents 315,166 12,349
------------------------------------------- ------ ---------- ----------
Closing cash and cash equivalents 325,642 315,166
------------------------------------------- ------ ---------- ----------
Consolidated statement of changes in equity
Share Share Warrant Merger Retained Total Non-controlling Total
capital premium reserve reserve earnings equity interests equity
attributable
to owners
of
the parent
GBP GBP GBP GBP GBP GBP GBP GBP
--------------- ---------- ----------- --------- ---------- ------------- ------------- ---------------- ----------
At 31 March
2017 1,750,818 16,648,471 26,200 6,599,174 (24,561,989) 462,674 (437,788) 24,886
Share-based
charges - - - - 106,307 106,307 - 106,307
Issue of
shares
- placing
16 May 2017 70,000 280,000 - - - 350,000 - 350,000
Issue of
shares
- placing
4 August 2017 64,420 251,075 - - - 315,495 - 315,495
Total
comprehensive
expense for
the
year - - - - (448,108) (448,108) (19,320) (467,428)
At 31 March
2018 1,885,238 17,179,546 26,200 6,599,174 (24,903,790) 786,368 (457,108) 329,260
--------------- ---------- ----------- --------- ---------- ------------- ------------- ---------------- ----------
Share-based
charges - - - - 149,003 149,003 - 149,003
Warrants -
lapsed
10 September
2018 - - (26,200) - 26,200 - - -
Issue of
shares
- placing
5 October
2018 98,750 295,250 - - - 394,000 - 394,000
Total
comprehensive
expense for
the
year - - - - (513,033) (513,033) (20,342) (533,375)
At 31 March
2019 1,983,988 17,474,796 - 6,599,174 (25,241,620) 816,338 (477,450) 338,888
--------------- ---------- ----------- --------- ---------- ------------- ------------- ---------------- ----------
Notes to the preliminary results for the year ended 31 March
2019
1. Accounting policies
General information
Provexis plc is a public limited company incorporated and
domiciled in the United Kingdom (registration number 05102907). The
address of the registered office is 2 Blagrave Street, Reading,
Berkshire RG1 1AZ, UK. The functional and presentational currency
is pounds sterling and the financial statements are rounded to the
nearest GBP1.
The main activities of the Group are those of developing,
licensing and selling the proprietary, scientifically-proven
Fruitflow heart-health functional food ingredient for the global
functional food sector.
Basis of preparation
The financial information set out in this release does not
constitute the Company's full statutory accounts for the year ended
31 March 2019 for the purposes of section 434(3) of the Companies
Act 2006, but it is derived from those accounts that have been
audited. Statutory accounts for 2018 have been delivered to the
Registrar of Companies and those for 2019 will be delivered after
the forthcoming AGM. The auditors have reported on the accounts for
the year ended 31 March 2019; whilst their audit report was not
modified, their report does contain a material uncertainty related
to going concern, as set out in the going concern paragraph of this
announcement.
While the financial information included in this preliminary
announcement has been prepared in accordance with the recognition
and measurement principles of International Financial Reporting
Standards (IFRS) as endorsed for the use in the European Union,
this announcement does not itself contain sufficient information to
comply with IFRS. The Company expects to publish full financial
statements for the year ended 31 March 2019 that comply with IFRS
in September 2019.
The accounting policies set out below have been applied to all
periods presented in these Group financial statements and are in
accordance with IFRS, as adopted by the European Union, and
International Financial Reporting Interpretations Committee
('IFRIC') interpretations that were applicable for the year ended
31 March 2019.
These accounting policies are consistent with those applied in
the year ended 31 March 2018, as amended to reflect any new
Standards, amendments to Standards and interpretations which are
mandatory for the year ended 31 March 2019.
The Group has adopted the appropriate new interpretations and
revised Standards effective for the year ended 31 March 2019, to
include IFRS 15 Revenue from Contracts with Customers and IFRS 9
Financial Instruments. The nature and effect of these changes are
detailed below.
IFRS 15 Revenue from Contracts with Customers
(i) Sale of goods
The Group's contracts with customers for the sale of products
generally include one performance obligation. The Group has
concluded that revenue from the sale of products should be
recognised at the point in time when control of the asset is
transferred to the customer, which is on the despatch of the
product. This does not represent a change to the Group's accounting
policy and therefore, the adoption of IFRS 15 did not have an
impact on the timing of revenue recognition.
(ii) Presentation and disclosure requirements
IFRS 15 requires the disaggregation of revenue recognised from
contracts with customers into categories that
depict how the nature, amount and uncertainty of revenue and
cash flows are affected by economic factors. The Group has
disclosed this information in note 3.
IFRS 9 Financial Instruments
IFRS 9 replaces IAS 39 "Financial instruments: recognition and
measurement" for annual periods beginning on or after 1 January
2018, which covers the accounting for financial instruments:
classification and measurement, impairment and hedge accounting.
The Group applied the expected credit loss model when calculating
impairment losses on its financial assets measured at amortised
cost (trade and other receivables). The historical loss rate has
typically been very low and the impact of incorporating forward
looking information when establishing has not had a material impact
on impairment provisions. The impact of the application of IFRS 9
was not material to the net assets or profit for the year or prior
year.
The adoption of these revised standards and interpretations has
not had an impact on the current and comparative figures recorded
but they have changed disclosure.
The following Standards, interpretations and amendments have
been issued but are not yet effective and will be adopted at the
point they are effective:
IFRS 16 'Leases' (effective 1 January 2019)
The Directors do not expect that the adoption of these Standards
and interpretations in future periods will have a material impact
on the consolidated financial statements of the Group. There are a
number of Standards, interpretations and amendments to published
accounts not listed above which the Directors consider not to be
relevant to the Group.
Going concern
The Group's business activities together with the factors likely
to affect its future development, and the financial position of the
Group, its cash flows and liquidity position are set out in the
strategic report. In addition note 2 to the financial statements
includes the Group's objectives, policies and processes for
managing its capital; its financial risk management objectives;
details of its financial instruments and its exposure to credit and
liquidity risk.
The Group made a loss for the year of GBP533,375 (2018:
GBP467,428), which includes non-cash share-based payment charges of
GBP149,003 (2018: GBP106,307) and expects to make a further loss
during the year ending 31 March 2020. The total cash outflow from
operations in the year was GBP384,014 (2018: GBP363,052). At 31
March 2019 the Group had cash balances of GBP325,642 (2018:
GBP315,166).
On 27 September 2018 the Group announced it had raised proceeds
of GBP395,000 via the placing of 98,750,000 new ordinary shares of
0.1p each at a gross 0.40p per share with investors, with no
commissions payable. The placing shares were admitted to AIM on 5
October 2018.
The Directors have prepared projected cash flow information for
a period of eighteen months from the date of approval of these
financial statements and have reviewed this information as at the
date of these financial statements.
The Group is seeking to maximise the commercial returns that can
be achieved from its Fruitflow technology, and the Group's cost
base and its resources continue to be very tightly managed.
The Group remains keen to minimise dilution to shareholders and
it is focussed on moving into profitability as Fruitflow revenues
increase, but while the Group remains in a loss-making position it
will need to raise working capital on occasions.
The Group has access to future equity financings, either through
the Group's existing PrimaryBid.com platform or through a separate
equity fundraising with the Company's shareholders, as potential
additional sources of funding. Based on its current level of cash
it is expected that the Group will need to raise further equity
finance in the coming six months.
The Directors have concluded that the necessity to raise
additional equity finance represents a material uncertainty that
may cast significant doubt upon the Group's and Parent Company's
ability to continue as a going concern and that should it be unable
to raise further funds, the Group may be unable to realise its
assets and discharge its liabilities in the normal course of
business. However, considering the success of previous fundraisings
and the current performance of the business, the Directors have a
reasonable expectation of raising sufficient additional capital to
continue in operational existence for the foreseeable future. For
this reason, they continue to adopt the going concern basis in
preparing the Group's and Parent Company's financial
statements.
Basis of consolidation
Subsidiaries are all entities over which the Group has the power
to govern the financial and operating policies generally
accompanying a shareholding of more than one half of the voting
rights. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are de-consolidated from
the date that control ceases.
The consolidated financial information presents the results of
the Company and its subsidiaries, Provexis Nutrition Limited,
Provexis Natural Products Limited and Provexis (IBD) Limited as if
they formed a single entity ('the Group'). All subsidiaries share
the same reporting date, 31 March, as Provexis plc. All intra group
balances are eliminated in preparing the financial statements.
Non-controlling interest
Profit or loss and each component of other comprehensive income
are attributed to the owners of the parent and to the
non-controlling interests. Total comprehensive income is attributed
to the owners of the parent and the non-controlling interests even
if this results in the non-controlling interests having a deficit
balance.
Revenue
(i) Performance obligations and timing of revenue
recognition
The group's revenue is primarily derived from:
-- The group's profit-sharing Alliance Agreement with DSM, with
the group's profit-sharing income from this agreement being
recognised on an accruals basis in accordance with the substance of
the agreement, based on the receipt from DSM of the relevant
information to enable calculation of the profit-sharing payment due
to the group.
-- Selling goods, with revenue recognised at a point in time
when control of the goods has transferred to the customer. Revenue
from sales to external customers is recognised when goods are
despatched.
There is limited judgment needed in identifying the point at
which these performance obligations are satisfied.
(ii) Determining the transaction price
The amount of revenue to be earned is determined by reference to
(i) the provisions of the group's profit-sharing Alliance Agreement
with DSM, which is based on DSM's fixed price contracts with their
customers, and (ii) the fixed price contracts which the group has
with its customers, in respect of the direct sale of goods to these
customers. Variable consideration relating to volume rebates has
been constrained in estimating contract revenue in order that it is
highly probable there will not be a future reversal in the amount
of revenue recognised when the amount of volume rebates has been
determined.
(iii) Allocating amounts to performance obligations
For most contracts, there is a fixed unit price for each product
sold, with discounts given for bulk orders placed at a specific
time. Therefore, there is no judgement involved in allocating the
contract price to each unit ordered in such contracts (it is the
total contract price divided by the number of units ordered).
Sales rebate and discount reserves are established based on
management's best estimate of the amounts necessary to meet claims
by customers in respect of these rebates and discounts. A refund
liability is made at the time of sale and updated at the end of
each reporting period for changes in circumstances.
(iv) Practical exemptions
The Group has taken advantage of the practical exemption not to
account for significant financing components where the time
difference between receiving consideration and transferring control
of goods to its customer is less than one year.
Segment reporting
The Group determines and presents operating segments based on
the information that internally is provided to the Board of
Directors, which is the Group's 'chief operating decision maker'
('CODM').
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with any of the Group's other components. An operating
segment's operating results are reviewed regularly by the CODM to
make decisions about resources to be allocated to the segment and
assess its performance, and for which discrete financial
information is available.
Segment results that are reported to the Group Board include
items directly attributable to a segment as well as those that can
be allocated on a reasonable basis.
Segment capital expenditure is the total cost incurred during
the period to acquire property, plant and equipment, and intangible
assets.
Use of non-GAAP profit measure - underlying operating profit
The Directors believe that the operating loss before share-based
payments measure provides additional useful information for
shareholders on underlying trends and performance. This measure is
used for internal performance analysis. Underlying operating loss
is not defined by IFRS and therefore may not be directly comparable
with other companies' adjusted profit measures. It is not intended
to be a substitute for, or superior to IFRS measurements of
profit.
A reconciliation of underlying operating profit to statutory
operating profit is set out on the face of the Statement of
Comprehensive Income.
Intangible assets
Research and development
Expenditure incurred on the development of internally generated
products is capitalised if it can be demonstrated that:
-- It is technically feasible to develop the product for it to be sold;
-- Adequate resources are available to complete the development;
-- There is an intention to complete and sell the product;
-- The Group is able to sell the product;
-- Sale of the product will generate future economic benefits; and
-- Expenditure on the project can be measured reliably.
The value of the capitalised development cost is assessed for
impairment annually. The value is written down immediately if
impairment has occurred. Development costs are not being amortised
as income has not yet been realised from the underlying technology.
Development expenditure, not satisfying the above criteria, and
expenditure on the research phase of internal projects is
recognised in profit and loss as incurred.
Patents and trade marks
The costs incurred in establishing patents and trade marks are
either expensed or capitalised in accordance with the corresponding
treatment of the development expenditure for the product to which
they relate.
Impairment of non- financial assets
Assets that have a finite useful life but that are not yet in
use and are therefore not subject to amortisation or depreciation
are tested annually for impairment. Assets that are subject to
amortisation are reviewed for impairment annually and when events
or circumstances suggest that the carrying amount may not be
recoverable, an impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable
amount.
If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. An impairment loss is recognised
immediately in profit and loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset in prior periods.
A reversal of an impairment loss is recognised immediately in the
statement of comprehensive income, unless the relevant asset is
carried at a revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase. Impairment
losses on goodwill are not reversed.
Inventories
Inventories, representing finished goods, are stated at the
lower of cost and net realisable value. Cost comprises all costs of
purchase, costs of conversion and other costs incurred in bringing
the inventories to their present location and condition. Cost is
calculated on a first in, first out basis.
Net realisable value is based on estimated selling price less
further costs to completion and disposal. A charge is made to the
income statement for slow moving inventories. The charge is
reviewed at each reporting date.
Financial instruments
Financial assets
The Group's financial assets are comprised of 'trade and other
receivables' and 'cash and cash equivalents'. They are recognised
initially at their fair value and subsequently at amortised cost
using the effective interest method, less provision for impairment.
Impairment provisions for trade and other receivables are
recognised based on the simplified approach within IFRS 9 using a
provision matrix in the determination of lifetime expected credit
losses.
Financial liabilities
The Group's financial liabilities comprise 'trade and other
payables' and 'borrowings'. These are recognised initially at fair
value and subsequently at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
Government grants
Government grants are recognised when there is reasonable
assurance that the grant will be received and the Group will comply
with all attached conditions. Government grants are recognised in
the statement of comprehensive income in the same period to which
the costs that they are intended to compensate are expensed.
When research and development tax credits are claimed they are
recognised on an accruals basis and are included as other
income.
Taxation
Current tax is provided at amounts expected to be recovered or
to be paid using the tax rates and tax laws that have been enacted
or substantively enacted at the reporting date.
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability on the statement of
financial position differs from its tax base, except for
differences arising on:
-- The initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting or taxable profit;
and
-- Investments in subsidiaries where the Group is able to
control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profits will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered). Deferred tax balances
are not discounted.
Deferred tax assets and liabilities are offset when the Group
has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority on either:
-- The same taxable Group Company; or
-- Different Group entities which intend to settle current tax
assets and liabilities on a net basis, or to realise the assets and
settle the liabilities simultaneously, on each future period in
which significant amounts of deferred tax assets or liabilities are
expected to be settled or recovered.
Foreign currency translation
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in profit and loss.
Benefits for Directors and consultants
Share-based payment transactions
The Group operates an equity-settled, share-based compensation
plan. Vesting conditions are service conditions and performance
conditions only. Where share options are awarded to employees and
others providing similar services, the fair value of the options at
the date of grant is charged to profit and loss over the vesting
period. Non-market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of
options that eventually vest.
If non-market related terms and conditions of options are
modified before they vest, the number of instruments expected to
vest at each reporting date, and therefore the cumulative charge,
is amended accordingly. Where equity instruments are granted to
persons other than employees and others providing similar services,
profit and loss is charged with the fair value of goods and
services received.
The proceeds received when options are exercised, net of any
directly attributable transaction costs, are credited to share
capital (nominal value) and the remaining balance to share
premium.
National insurance on share options
All employee option holders sign statements that they will be
liable for any employers national insurance arising on the exercise
of share options.
Interest income
Interest income is recognised on a time-proportion basis using
the effective interest rate method.
Warrants
The Group has issued warrants to Darwin Strategic Limited,
initially as part of the Equity Financing Facility and with effect
from June 2015 as part of PrimaryBid.com. These warrants have been
measured at fair value at the date of grant using an appropriate
options pricing model.
The fair value of the warrants had been held on the statement of
financial position within prepayments and in the warrants reserve
within equity. The prepayment was released in full against share
premium in the year ended 31 March 2015. The warrants lapsed in
September 2018, and the warrants reserve was transferred to
retained earnings in the year ended 31 March 2019.
Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRSs
requires the use of certain critical accounting estimates and
assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.
Estimates and judgements are continually made and are based on
historic experience and other factors, including expectations of
future events that are believed to be reasonable in the
circumstances.
As the use of estimates is inherent in financial reporting,
actual results could differ from these estimates. The Directors
believe the following to be the key areas of estimation and
judgement:
(i) Research and development
Under IAS 38 Intangible Assets, development expenditure which
meets the recognition criteria of the standard must be capitalised
and amortised over the useful economic lives of intangible assets
from product launch.
(ii) Share-based payments
The Group operates an equity-settled, share-based compensation
plan. The charge for share-based payments is determined based on
the fair value of awards at the date of grant partly by use of a
Binomial / Black-Scholes convergence pricing model which require
judgements to be made regarding expected volatility, dividend
yield, risk free rates of return and expected option lives. The
inputs used in these pricing models to calculate the fair values
are set out in note 16.
2. Financial risk management
2.1 Financial risk factors
The Group's activities inevitably expose it to a variety of
financial risks: market risk (including currency risk, cash flow
interest rate risk and fair value interest rate risk), credit risk
and liquidity risk.
It is Group policy not to enter into speculative positions using
complex financial instruments. The Group's primary treasury
objective is to minimise exposure to potential capital losses
whilst at the same time securing favourable market rates of
interest on Group cash deposits using money market deposits with
banks. Cash balances used to settle the liabilities from operating
activities are also maintained in current accounts which earn
interest at variable rates.
(a) Market risk
Foreign exchange risk
The Group's largest contract, the long-term Alliance Agreement
with DSM Nutritional Products for Fruitflow, is primarily
denominated in Euros. The Alliance Agreement is underpinned by a
financial model which is based upon the division of profits between
the two partners on an agreed basis, linked to certain revenue
targets, following the deduction of the cost of goods and a fixed
level of overhead from sales.
DSM Nutritional Products seeks to sell Fruitflow in Euros, but
its customers for Fruitflow are world-wide and world-wide exchange
rate fluctuations may have an impact on the revenues accruing to
DSM, and thus the profit share accruing to the Group. The cost of
goods for Fruitflow is primarily denominated in and incurred in
Euros.
Where customer or supplier transactions of more than GBP25,000
total value are to be settled in foreign currencies consideration
is given to settling the sums to be received or paid through
foreign exchange conversion at the outset of the transactions to
minimise the risk of adverse currency fluctuations.
Cash flow and fair value interest rate risk
The Group's interest rate risk arises from medium term and short
term money market deposits. Deposits which earn variable rates of
interest expose the Group to cash flow interest rate risk. Deposits
at fixed rates expose the Group to fair value interest rate
risk.
The Group analyses its interest rate exposure on a dynamic basis
throughout the year.
(b) Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions as well as credit exposure in
relation to outstanding receivables. Group policy is to place
deposits with institutions with investment grade A2 or better
(Moody's credit rating) and deposits are made in sterling only. The
Group does not expect any losses from non-performance by these
institutions. Management believes that the carrying value of
outstanding receivables and deposits with banks represents the
Group's maximum exposure to credit risk.
(c) Liquidity risk
Liquidity risk arises from the Group's management of working
capital, it is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due. Prudent
liquidity risk management implies maintaining sufficient cash and
cash equivalents and management monitors rolling forecasts of the
Group's liquidity on the basis of expected cash flow.
The Group had trade and other payables at the statement of
financial position date of GBP123,143 (2018: GBP89,383) as
disclosed in note 13.
2.2 Capital risk management
The Group considers its capital to comprise its ordinary share
capital, share premium, warrant reserve, merger reserve and
accumulated retained earnings as disclosed in the consolidated
statement of financial position.
The Group remains funded exclusively by equity capital. The
Group's objectives when managing capital are to safeguard the
Group's ability to continue as a going concern in order to provide
returns for equity holders of the Company and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. Based on its current level of cash it is
expected that the Group will need to raise further equity finance
in the coming six months.
3. Segmental reporting
The Group's operating segments are determined based on the
Group's internal reporting to the Chief Operating Decision Maker
(CODM). The CODM has been determined to be the Board of Directors
as it is primarily responsible for the allocation of resources to
segments and the assessment of performance of the segments. The
performance of operating segments is assessed on revenue.
The CODM uses revenue as the key measure of the segments'
results as it reflects the segments' underlying trading performance
for the financial period under evaluation. Revenue is reported
separately to the CODM and all other reports are prepared as a
single business unit.
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
------------------------ ----------- -----------
DSM Alliance Agreement 197,530 162,486
Fruitflow+ Omega 3 98,176 73,318
Other income 26,483 -
322,189 235,804
------------------------ ----------- -----------
4. Loss from continuing operations
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
------------------------------------------------- ----------- -----------
Loss from continuing operations is stated after
charging:
Research and development costs 229,876 181,922
Foreign exchange losses / (gains) 1,828 (1,460)
Equity-settled share-based payment expense 149,003 106,307
The total fees of the Group's auditor, for services provided are
analysed below:
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
--------------------------- ----------- -----------
Audit services
Parent company 10,500 10,500
Subsidiaries 8,750 8,750
Tax services - compliance
Parent company 2,000 2,000
Subsidiaries 3,000 3,000
Other services
iXBRL services 2,000 2,000
Total fees 26,250 26,250
--------------------------- ----------- -----------
5. Wages and salaries
The average monthly number of persons, including all Directors,
employed or engaged under contracts for services by the Group
during the year was as follows:
Year ended Year ended
31 March 31 March
2019 2018
-------------------------------------- ----------- -----------
Research and development consultants 1 1
Directors 3 3
-------------------------------------- ----------- -----------
4 4
-------------------------------------- ----------- -----------
Their aggregate emoluments were:
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
------------------------------------------ ----------- -----------
Fees 242,680 241,014
Share-based payment remuneration charge:
equity settled 149,003 106,307
------------------------------------------ ----------- -----------
Total emoluments 391,683 347,321
------------------------------------------ ----------- -----------
6. Directors' remuneration
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
------------------------------------------ ----------- -----------
Directors
Aggregate emoluments 175,342 182,010
Company pension contributions - -
------------------------------------------ ----------- -----------
175,342 182,010
Share-based payment remuneration charge:
equity settled 38,269 9,646
Total Directors' emoluments 213,611 191,656
------------------------------------------ ----------- -----------
Emoluments disclosed above include the following amounts in
respect of the highest paid Director:
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
------------------------------------------------- ----------- -----------
Aggregate emoluments 116,004 106,002
Share-based payment remuneration charge:
equity settled 19,134 4,823
------------------------------------------------- ----------- -----------
Total of the highest paid Director's emoluments 135,138 110,825
------------------------------------------------- ----------- -----------
During the current year and the prior year the Directors did not
participate in defined contribution pension schemes, and did not
receive any benefits in kind.
7. Finance income
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
-------------------------- ----------- -----------
Finance income
Bank interest receivable 528 497
-------------------------- ----------- -----------
528 497
-------------------------- ----------- -----------
8. R&D tax relief: payable tax credit and taxation
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
---------------------------------------------- ----------- -----------
R&D tax relief: payable tax credit
Research and development credit - current
year 16,200 14,710
Research and development credit - in respect
of prior periods 10 305
---------------------------------------------- ----------- -----------
Taxation credit 16,210 15,015
---------------------------------------------- ----------- -----------
The tax assessed for the year is different from the standard
rate of corporation tax in the UK. The differences are explained
below:
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
--------------------------------------------- ----------- -----------
Loss before tax (533,375) (467,428)
--------------------------------------------- ----------- -----------
Loss before tax multiplied by the
standard rate of corporation tax in the UK
of 19% 101,341 88,811
Effects of:
Expenses not deductible for tax purposes (28,186) (20,198)
Unutilised tax losses and other deductions
arising in the year (76,768) (71,129)
Adjustment for R&D tax relief 3,613 2,516
Total taxation charge for the year - -
--------------------------------------------- ----------- -----------
At 31 March 2019 the Group UK tax losses to be carried forward
are estimated to be GBP19,550,000 (2018: GBP19,223,000).
R&D tax relief: payable tax credit receivable 31 March 31 March
within one year 2019 2018
GBP GBP
------------------------------------------------ --------- ---------
R&D tax relief: payable tax credit recoverable 30,920 28,335
30,920 28,335
------------------------------------------------ --------- ---------
9. Earnings per share and diluted earnings per share
Basic earnings per share amounts are calculated by dividing the
profit attributable to owners of the parent by the weighted average
number of ordinary shares in issue during the financial year.
The loss attributable to equity holders of the Company for the
purpose of calculating the fully diluted loss per share is
identical to that used for calculating the basic loss per share.
The exercise of share options, disclosed in note 16, would have the
effect of reducing the loss per share and is therefore
anti-dilutive under the terms of IAS 33 'Earnings per Share'.
Basic and diluted loss per share amounts are in respect of all
activities.
Year ended Year ended
31 March 31 March
2019 2018
Loss and total comprehensive expense
for the year attributable to owners of the
parent - GBP 513,033 448,108
Weighted average number of shares 1,933,125,160 1,854,178,119
Basic and diluted loss per share - pence 0.03 0.02
--------------------------------------------- -------------- --------------
10. Intangible assets
Goodwill Development Total
costs
GBP GBP GBP
----------------------------- ---------- ------------ ----------
Cost
At 1 April 2018 7,265,277 158,166 7,423,443
At 31 March 2019 7,265,277 158,166 7,423,443
----------------------------- ---------- ------------ ----------
Amortisation and Impairment
At 1 April 2018 7,265,277 158,166 7,423,443
At 31 March 2019 7,265,277 158,166 7,423,443
----------------------------- ---------- ------------ ----------
Net book value
At 31 March 2019 - - -
----------------------------- ---------- ------------ ----------
At 31 March 2018 - - -
----------------------------- ---------- ------------ ----------
Cost
At 1 April 2017 7,265,277 158,166 7,423,443
At 31 March 2018 7,265,277 158,166 7,423,443
----------------------------- ---------- ------------ ----------
Amortisation and Impairment
At 1 April 2017 7,265,277 158,166 7,423,443
At 31 March 2018 7,265,277 158,166 7,423,443
----------------------------- ---------- ------------ ----------
Net book value
At 31 March 2018 - - -
----------------------------- ---------- ------------ ----------
At 31 March 2017 - - -
----------------------------- ---------- ------------ ----------
Development costs represent costs incurred in registering
patents that meet the capitalisation criteria set out in IAS 38,
see also note 1.
11. Inventories
31 March 31 March
2019 2018
GBP GBP
---------------- --------- ---------
Finished goods 45,866 10,521
45,866 10,521
---------------- --------- ---------
There are no provisions included within inventories in relation
to the impairment of inventories (2018: GBPNil).
During the year inventories of GBP49,433 (2018: GBP23,166) were
recognised as an expense within cost of goods.
12. Trade and other receivables
31 March 31 March
2019 2018
GBP GBP
----------------------------------------------- --------- ---------
Amounts receivable within one year:
Trade receivables 3,430 1,314
Other receivables 12,437 11,700
----------------------------------------------- --------- ---------
Total financial assets other than cash
and cash equivalents classified as loans and
receivables 15,867 13,014
Prepayments and accrued income 43,736 51,607
----------------------------------------------- --------- ---------
Total trade and other receivables 59,603 64,621
----------------------------------------------- --------- ---------
Trade and other receivables do not contain any impaired
assets.
Trade receivables represent debts due for the sale of goods to
customers.
The Directors consider that the carrying amount of these
receivables approximates to their fair value. All amounts shown
under receivables fall due for payment within one year. The Group
does not hold any collateral as security.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets. To measure
expected credit losses on a collective basis, trade receivables and
contract assets are grouped based on similar credit risk and
aging.
Any impairment review based on the Group's expected loss rates
is currently deemed to be immaterial to the Group.
At 31 March 2019 trade receivables of GBPNil (2018: GBPNil) were
more than 60 days past due, and there were no lifetime expected
credit losses of the full value of trade receivables (2018:
GBPNil).
13. Trade and other payables
31 March 31 March
2019 2018
GBP GBP
-------------------------------------------------- -------- --------
Trade payables 36,121 29,329
Accruals 81,797 54,829
-------------------------------------------------- -------- --------
Total financial liabilities measured at amortised
cost 117,918 84,158
Other taxes and social security 5,225 5,225
Total trade and other payables 123,143 89,383
-------------------------------------------------- -------- --------
The Directors consider that the carrying amount of these
liabilities approximates to their fair value.
All amounts shown fall due within one year.
14. Deferred tax
Deferred tax is calculated in full on temporary differences
under the liability method using a tax rate of 17% (2018: 17%).
No amounts in respect of deferred tax were recognised in profit
and loss from continuing operations or charged / credited to equity
for the current or prior year.
Deferred tax assets amounting to GBP3,323,500 (2018:
GBP3,271,678) have not been recognised on the basis that their
future economic benefit is not probable. Assuming a prevailing tax
rate of 17% (2018: 17%) when the timing differences reverse, the
unrecognised deferred tax asset comprises:
31 March 31 March
2019 2018
GBP GBP
---------------------------------------------- ------------- ----------
Depreciation in excess of capital allowances - 1,334
Unutilised tax losses 3,323,500 3,270,344
3,323,500 3,271,678
---------------------------------------------- ------------- ----------
15. Share capital
Allotted, called up and fully paid Ordinary Ordinary
0.1p shares 0.1p shares
GBP number
------------------------------------------ ------------- --------------
At 31 March 2018 1,885,238 1,885,238,174
Issue of shares - placing 5 October 2018 98,750 98,750,000
At 31 March 2019 1,983,988 1,983,988,174
------------------------------------------ ------------- --------------
On 27 September 2018 the Group announced it had raised proceeds
of GBP395,000 via the placing of 98,750,000 new ordinary shares of
0.1p each at a gross 0.40p per share with investors, with no
commissions payable. The placing shares were admitted to AIM on 5
October 2018.
Allotted, called up and fully paid Ordinary Ordinary
0.1p shares 0.1p shares
GBP number
----------------------------------------- ------------- --------------
At 31 March 2017 1,750,818 1,750,818,174
Issue of shares - placing 16 May 2017 70,000 70,000,000
Issue of shares - placing 4 August 2017 64,420 64,420,000
At 31 March 2018 1,885,238 1,885,238,174
----------------------------------------- ------------- --------------
16. Share options
In June 2005 the Company adopted a new share option scheme for
employees ('the Provexis 2005 share option scheme'). Under the
scheme, options to purchase ordinary shares are granted by the
Board of Directors, subject to the exercise price of the option
being not less than the market value at the grant date.
Share options typically vest after a period of 3 years and the
vesting schedule is subject to predetermined overall company
selection criteria. In the event that an option holder's employment
is terminated, the option may not be exercised unless the Board of
Directors so permits. Share options expire 10 years from the date
of grant.
Share options are exercisable between 3 and 10 years from date
of grant and are subject to performance criteria, including share
price appreciation. The Company believes the grant of options
closely aligns the interests of the option holders with those of
shareholders.
On 26 August 2018 41,117,620 options which had been issued in
August 2008 lapsed. Following the lapse of the options which
expired in August 2018, the total number of Ordinary Shares under
option which could be issued if all of the performance criteria are
met is 138,000,000 Ordinary Shares.
The fair values of options granted are estimated at the date of
grant in accordance with IFRS 2, using a Binomial / Black-Scholes
convergence model.
At 31 March 2019 the number of ordinary shares subject to
options granted over the 2005 and prior option schemes were:
EMI options
31 March 2019 31 March 2018
------------------------------ ------------------------- -----------------------
Weighted Number Weighted Number
average average
exercise exercise
price price
(pence) (pence)
------------------------------ ---------- ------------- ---------- -----------
Outstanding at the beginning
of the year 0.77 56,078,090 0.77 56,078,090
Lapsed during the year 0.60 (33,793,100) - -
Outstanding at the end of
the year 1.04 22,284,990 0.77 56,078,090
------------------------------ ---------- ------------- ---------- -----------
The exercise price of EMI options outstanding at the end of the
year ranged between 0.97p and 1.85p (2018: 0.59p and 1.85p) and
their weighted average contractual life was 4.1 years (2018: 2.3
years).
Of the total number of EMI options outstanding at the end of the
year, 22,284,990 (2018: 56,078,090) had vested and were exercisable
at the end of the year. Their weighted average exercise price was
1.04 pence (2018: 0.77 pence).
Unapproved options
31 March 2019 31 March 2018
Weighted Number Weighted Number
average average
exercise exercise
price price
(pence) (pence)
------------------------------ ---------- ------------ ---------- ------------
Outstanding at the beginning
of the year 0.93 123,039,530 1.12 82,539,530
Granted during the year - - 0.54 40,500,000
Lapsed during the year 0.59 (7,324,520) - -
Outstanding at the end of
the year 1.14 115,715,010 0.93 123,039,530
------------------------------ ---------- ------------ ---------- ------------
The exercise price of unapproved options outstanding at the end
of the year ranged between 0.49p and 1.85p (2018: 0.49p and 1.85p)
and their weighted average contractual life was 6.1 years (2018:
6.7 years).
Of the total number of unapproved options outstanding at the end
of the year, 55,215,010 (2018: 60,039,530) had vested and were
exercisable at the end of the year. Their weighted average exercise
price was 1.27 pence (2018: 1.22 pence).
Grant of options
The fair values of the options have been estimated at the date
of grant using a Binomial / Black-Scholes convergence model, with
an expected dividend yield of 0%.
The expected life of the options is based on historical data and
is not necessarily indicative of the exercise patterns that may
occur. The expected volatility reflects the assumption that the
historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.
The total share-based payment charge for the year relating to
employee share-based payment plans was GBP149,003 (2018:
GBP106,307) all of which related to equity settled share-based
payment transactions.
17. Reserves
Details of movements in reserves are provided as part of the
consolidated statement of changes in equity.
The following describes the nature and purpose of each reserve
within total equity:
Share premium Amount subscribed for share capital in excess of
nominal value, less the related costs of share issues.
Warrant reserve In September 2013, in consideration of Darwin Strategic
Limited agreeing to provide an Equity Financing Facility,
the Company entered into a warrant agreement for
the grant to Darwin of warrants to subscribe for
up to ten million Ordinary Shares, such warrants
to be exercisable at any time prior to the expiry
of five years following the date of the new warrant
agreement.
The total fair value of the warrants, GBP26,200,
has previously been held within prepayments and in
the warrants reserve within equity. During the year
ended 31 March 2015 the prepayment was released in
full against share premium. In September 2018 the
warrants lapsed, and the warrants reserve was transferred
to retained earnings.
Merger reserve The merger reserve arose on the reverse takeover
in 2005 of Provexis Natural Products Limited (formerly
Provexis Limited) by Provexis plc through a share
for share exchange and on the issue of shares for
the acquisition of SiS (Science in Sport) Limited
in 2011. SiS (Science in Sport) Limited was demerged
from Provexis with effect from 9 August 2013 by way
of a capital reduction demerger and transferred to
a newly incorporated parent company, Science in Sport
plc.
Retained earnings Cumulative net gains and losses recognised in the
consolidated statement of comprehensive income.
18. Pension costs
The pension charge represents contributions payable by the Group
to independently administered funds which for continuing operations
during the year ended 31 March 2019 amounted to GBPNil (2018:
GBPNil). Pension contributions payable but not yet paid at 31 March
2019 totalled GBP3,871, in respect of pension contribution
entitlements where employees had not yet provided details of the
funds to which the contributions should be made (2018:
GBP3,871).
19. Related party transactions
On 1 June 2010 the Company announced a long-term Alliance
Agreement with DSM Nutritional Products, which has seen the Company
collaborate with DSM to develop Fruitflow in all major global
markets. DSM has invested substantially in the manufacture,
technology development, marketing and sale of Fruitflow since the
Alliance Agreement was signed. Provexis continues to contribute
scientific expertise and is collaborating in areas such as cost of
goods optimisation and regulatory matters. The financial model is
based upon the division of profits between the two partners on an
agreed basis, linked to certain revenue targets, following the
deduction of the cost of goods and a fixed level of overhead from
sales.
The Company is working closely with DSM in various areas of the
project, and in June 2015 it was announced that the Company had
agreed significantly enhanced financial terms for its long-term
Alliance Agreement with DSM, involving a reduction in the fixed
level of overhead deduction from sales which permanently decreased
with effect from 1 January 2015, backdated, thus increasing the
profit share payable to the Company. It is not possible to
determine the financial impact of the Alliance Agreement at this
time.
DSM is classified as a related party of the Group in accordance
with IAS 24 as it holds shares in the Group. Further, F Boned is a
Director of the Company, and a senior employee of DSM.
Revenue recognised by the Group under agreements with DSM
amounted to GBP224,013 (2018: GBP162,486). At 31 March 2019 the
Group was owed GBPNil (2018: GBPNil) by DSM.
Key management compensation
The Directors represent the key management personnel. Details of
their compensation and share options are given in note 6. At 31
March 2019 the Company's Chairman Dawson Buck was owed GBPNil, and
the Company's CEO and CFO Ian Ford was owed GBP1,809. The Company
settled its liability to Ian Ford in June 2019.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR BBLBFKKFLBBB
(END) Dow Jones Newswires
September 10, 2019 02:02 ET (06:02 GMT)
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