TIDMEVC
RNS Number : 8729N
Evolutec Group PLC
25 February 2009
Evolutec Group plc
("Evolutec" or the "Company")
Preliminary Results for the year ended 31 December 2008
Evolutec Group plc (AIM: EVC), announces Preliminary Results for the year ended
31 December 2008.
Highlights
* Proposed acquisition of Nanoco Tech plc
* The profit for the year was GBP0.10 million before taxation (2007, loss GBP1.93
million)
* Total interest payments for the year were GBP301k (2007,GBP375k)
* At the end of the financial year the company consolidated its cash deposits to a
single deposit at HSBC Corporation. This, together with the general reduction in
interest rates, is expected to result in a significant reduction in future
interest income.
* Net cash and cash equivalents on 31 December were GBP6.03 million (2007, GBP5.80
million)
* Based on 25.9 million issued ordinary shares, Evolutec had a cash value of 23.3p
per share (2007, 23p per share) at the year end
Enquiries:
Evolutec Group plc07771 525 875
David Bloxham
Zeus Capital Limited
0161 831 1512
Richard Hughes
CHAIRMAN'S REVIEW
Throughout 2008, Evolutec has operated as an investing company under the AIM
(Alternative Investment Market) Rules pending any further transaction. As noted
in the previous Annual Report, the company has out-licensed all its intellectual
property in the biotechnology field.
The principal assets of Evolutec have been its listing on the AIM market of the
London Stock Exchange and its cash and cash equivalent reserve. The main
activities of the directors throughout 2008 have been focussed on preserving
these two assets while seeking a single company investment opportunity. There
were no changes in the Board of Directors during the course of the year and the
company complied with its regulatory obligations to maintain its listing status.
In December, the company announced that it had appointed Zeus Capital Limited as
its Nominated Advisor and Broker in anticipation of a reverse transaction.
Operating costs for 2008 were significantly reduced to GBP205k (2007; GBP2,369k)
and mostly comprised directors' compensation and professional fees. Interest
income of GBP301k (2007; GBP375k) was sufficient to cover these costs and
resulted in a small profit before taxation of GBP96k (2007; GBP1,925k loss). The
group ended the year with cash and cash equivalents of GBP6,033k (2007;
GBP5,797k) and total assets of GBP6,118k (2007; GBP5,987k).
Given the financial turbulence during the second half of 2008, the company
decided to change its investment policy at the end of the year. Previously, the
cash deposit had been split between at least two banks, each with a minimum
credit rating of F1/A. The objective was to derive maximum interest consistent
with flexibility to undertake ongoing activity whilst safeguarding the asset.
Under the conditions prevailing at the end of 2008, the Board decided that
safeguarding the asset was its sole concern and as a consequence it was decided
to invest the entire deposit with HSBC Corporation, the UK's largest bank by
market capitalisation. As a consequence of this change interest income fell
sharply in the last few months of the year.
It was announced earlier today that the board of Evolutec had reached agreement
with Nanoco Tech Plc ("Nanoco") on the terms of a recommended share acquisition
by Evolutec of the entire issued and to be issued share capital of Nanoco by
means of a court approved scheme of arrangement.
Nanoco is a leading nanotechnology company involved in the development and
manufacture of fluorescent semiconducting materials called quantum dots. Nanoco
was founded in 2001 in order to progress the development of quantum dot
technology that was previously developed at the University of Manchester and
Imperial College, London.
Quantum dots are a platform technology with uses in a wide range of applications
from life sciences through to optoelectronics dominated by solid state lighting,
photovoltaics, and next generation displays. Quantum dot based applications have
the ability to potentially offer significant benefits in performance and energy
savings compared to those materials currently used in these industry sectors.
Given the interest in developing a low carbon economy, worldwide, there should
be significant opportunities for Nanoco and the company has demonstrated this
potential by establishing its first significant commercialisation collaboration
with a major Japanese company.
Further information on the proposed acquisition and action you are required to
take is set out in an Admission Document which has been posted to all
shareholders today.
I would like to take this opportunity to thank the directors, investors and
suppliers of the company for their support during the year. It has taken longer
to find a suitable financial transaction than had been initially expected mostly
due to averse market conditions. Nevertheless, it is hoped that the opportunity
with Nanoco will provide a significant new start for the company.
David P Bloxham
Chairman
25 February 2009
Consolidated income statement
For the year ended 31 December 2008
+--------------------------------------+--------+--------+--------+----------+----------+
| | | Year | Year |
| | | ended | ended |
| | | 31 | 31 |
| | | December | December |
| | | 2008 | 2007 |
| | | | |
+-----------------------------------------------+-----------------+----------+----------+
| Continuing operations | Note | GBP000 | GBP000 |
+-----------------------------------------------+-----------------+----------+----------+
| Revenue | 2 | - | 82 |
+-----------------------------------------------+-----------------+----------+----------+
| Cost of sales | | - | (1) |
+-----------------------------------------------+-----------------+----------+----------+
| Gross Profit | | - | 81 |
+-----------------------------------------------+-----------------+----------+----------+
| Selling and marketing costs | | - | (160) |
+-----------------------------------------------+-----------------+----------+----------+
| Research and development expenditure | | - | (1,050) |
+-----------------------------------------------+-----------------+----------+----------+
| Administrative expenses | | (205) | (1,159) |
+-----------------------------------------------+-----------------+----------+----------+
| Operating loss | | (205) | (2,288) |
+-----------------------------------------------+-----------------+----------+----------+
| Finance income | 5 | 301 | 375 |
+-----------------------------------------------+-----------------+----------+----------+
| Finance costs | 5 | - | (12) |
+-----------------------------------------------+-----------------+----------+----------+
| Profit/(loss) before tax | | 96 | (1,925) |
+-----------------------------------------------+-----------------+----------+----------+
| Taxation | 6 | (19) | 162 |
+-----------------------------------------------+-----------------+----------+----------+
| Profit/(loss) for the period | | 77 | (1,763) |
+-----------------------------------------------+-----------------+----------+----------+
| | | | |
+--------------------------------------+-----------------+-------------------+----------+
| Basic and diluted profit/(loss) per | 7 | 0.3p | (6.8)p |
| ordinary share from continuing | | | |
| activities | | | |
+--------------------------------------+--------+--------+--------+----------+----------+
Balance sheets
As at 31 December 2008
+-------------------------+------+----------+------------+------------+------------+
| | | Group | Group | Company | Company |
| | | 31 | 31 | 31 | 31 |
| | | December | December | December | December |
| | | 2008 | 2007 | 2008 | 2007 |
| | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| ASSETS |Note | GBP000 | GBP000 | GBP000 | GBP000 |
+-------------------------+------+----------+------------+------------+------------+
| Non-current assets | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Investments | | - | - | 5,791 | 5,791 |
+-------------------------+------+----------+------------+------------+------------+
| | | - | - | 5,791 | 5,791 |
+-------------------------+------+----------+------------+------------+------------+
| Current assets | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Research and | | - | 162 | - | - |
| development tax credits | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Trade and other | | 85 | 28 | - | - |
| receivables | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Cash and cash | | 6,033 | 5,797 | - | - |
| equivalents | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| | | 6,118 | 5,987 | - | - |
+-------------------------+------+----------+------------+------------+------------+
| Total assets | | 6,118 | 5,987 | 5,791 | 5,791 |
+-------------------------+------+----------+------------+------------+------------+
| | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| EQUITY | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Share capital | 2 | 27,037 | 27,037 | 27,037 | 27,037 |
+-------------------------+------+----------+------------+------------+------------+
| Other reserves | 3 | 8,518 | 8,518 | 4,784 | 4,784 |
+-------------------------+------+----------+------------+------------+------------+
| Retained deficit | | (29,525) | (29,602) | (26,030) | (26,030) |
+-------------------------+------+----------+------------+------------+------------+
| Equity shareholders' | | 6,030 | 5,953 | 5,791 | 5,791 |
| funds | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| LIABILITIES | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Current liabilities | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Trade and other | | 88 | 34 | - | - |
| payables | | | | | |
+-------------------------+------+----------+------------+------------+------------+
| Total liabilities | | 88 | 34 | - | - |
+-------------------------+------+----------+------------+------------+------------+
| Total equity and | | 6,118 | 5,987 | 5,791 | 5,791 |
| liabilities | | | | | |
+-------------------------+------+----------+------------+------------+------------+
Consolidated statements of changes in shareholders' equity
+--------------------------------------+---------+---------+----------+----------+---------+
| | Share | Share | Other | Retained | |
+--------------------------------------+---------+---------+----------+----------+---------+
| | capital | Premium | reserves | deficit | Total |
+--------------------------------------+---------+---------+----------+----------+---------+
| Group | GBP000 | GBP000 | GBP000 | GBP000 | GBP000 |
+--------------------------------------+---------+---------+----------+----------+---------+
| Balance at 1 January 2007 | 2,595 | 24,442 | 9,083 | (27,839) | 8,281 |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Net income recognised directly in | | | | | |
| equity | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Loss for the year | - | - | - | (1,763) | (1,763) |
+--------------------------------------+---------+---------+----------+----------+---------+
| Total recognised income and expense | - | - | - | (1,763) | (1,763) |
| for the period | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Share-based payments credit | - | - | (565) | - | (565) |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Balance at 31 December 2007 | 2,595 | 24,442 | 8,518 | (29,602) | 5,953 |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Net income recognised directly in | | | | | |
| equity | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Profit for the year | - | - | - | 77 | 77 |
+--------------------------------------+---------+---------+----------+----------+---------+
| Total recognised income and expense | - | - | - | 77 | 77 |
| for the period | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Balance at 31 December 2008 | 2,595 | 24,442 | 8,518 | (29,525) | 6,030 |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Company | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Balance at 1 January 2007 | 2,595 | 24,442 | 5,349 | (25,386) | 7,000 |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Net income recognised directly in | | | | | |
| equity | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Impairment charge | - | - | - | (644) | (644) |
+--------------------------------------+---------+---------+----------+----------+---------+
| Total recognised income and expense | - | - | - | (644) | (644) |
| for the period | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Share-based payments credit | - | - | (565) | - | (565) |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Balance at 31 December 2007 | 2,595 | 24,442 | 4,784 | (26,030) | 5,791 |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Net income recognised directly in | - | - | - | - | - |
| equity | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Total recognised income and expense | - | - | - | - | - |
| for the period | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| | | | | | |
+--------------------------------------+---------+---------+----------+----------+---------+
| Balance at 31 December 2008 | 2,595 | 24,442 | 4,784 | (26,030) | 5,791 |
+--------------------------------------+---------+---------+----------+----------+---------+
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Cash | | Group Year | Group | Company | Company Year |
| flow | | ended 31 | Year | Year | |
| statements | | December | ended | ended | ended 31 |
| for the | | 2008 | 31 | 31 | December 2007 |
| year ended | | | December | December | |
| 31 | | | 2007 | 2008 | |
| December | | | | | |
| 2008 | | | | | |
| | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| | | GBP000 | GBP000 | GBP000 | GBP000 |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Cash | | | | | |
| flows | | | | | |
| from | | | | | |
| operating | | | | | |
| activities | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Profit/(loss) | | 77 | (1,763) | - | (644) |
| for the | | | | | |
| period | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Taxation | | 19 | (162) | - | - |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Depreciation | | - | 140 | - | - |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Interest | | (301) | (375) | - | - |
| received | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Fair | | - | - | - | 644 |
| value | | | | | |
| adjustment | | | | | |
| on | | | | | |
| investment | | | | | |
| in | | | | | |
| subsidiary | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Share | | - | (565) | - | - |
| options | | | | | |
| - value | | | | | |
| of | | | | | |
| employee | | | | | |
| services | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| (Increase)/Decrease | | (57) | 174 | - | - |
| in trade and other | | | | | |
| receivables | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Decrease/(increase) | | 35 | (1,354) | - | - |
| in trade and other | | | | | |
| payables | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Cash | | (227) | (3,905) | - | - |
| used by | | | | | |
| operations | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Taxation | | 162 | 645 | - | - |
| received | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Net cash | | (65) | (3,260) | - | - |
| outflow | | | | | |
| from | | | | | |
| operating | | | | | |
| activities | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Cash | | | | | |
| flows | | | | | |
| from | | | | | |
| investing | | | | | |
| activities | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Increase | | - | - | - | (3,147) |
| in | | | | | |
| investment | | | | | |
| in | | | | | |
| subsidiary | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Interest | | 301 | 375 | - | - |
| received | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Net cash | | 301 | 375 | - | (3,147) |
| generated | | | | | |
| from/(applied | | | | | |
| to) investing | | | | | |
| activities | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Net | | 236 | (2,885) | - | (3,147) |
| increase/(decrease) | | | | | |
| in cash and cash | | | | | |
| equivalents | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Cash and | | 5,797 | 8,682 | - | 3,147 |
| cash | | | | | |
| equivalents | | | | | |
| at the | | | | | |
| start of | | | | | |
| the period | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
| Cash and | | 6,033 | 5,797 | - | - |
| cash | | | | | |
| equivalents | | | | | |
| at the end | | | | | |
| of the | | | | | |
| period | | | | | |
+---------------------+----------+-------------+-----------------------+-----------------------+---------------+
Notes to the financial statements
for the year ended 31 December 2008
1. Accounting policies and basis of preparation
Following the cessation of its research and development-based pharmaceutical
business, Evolutec has been classified as an investing company in the terms of
the rules of the Alternative Investment Market of the London Stock Exchange
(AIM). The Directors believe that the Group has sufficient funds available to
continue for the foreseeable future; therefore the financial statements have
been prepared on the going concern basis.
The directors have identified a single investment opportunity and expect to
conclude this process by 12 April 2009 (the anniversary of the 2008 AGM). Should
a transaction not be completed by this time, the directors intend to consult
with the members of the Company to obtain an extension of this deadline. The
largest shareholder has indicated that it would support this approach and would
not support any proposal to liquidate the company.
Basis of preparation These financial statements have been prepared in accordance
with International Financial Reporting Standards and IFRIC interpretations
endorsed by the EU and with those parts of the Companies Act, 1985 applicable to
companies reporting under IFRS. The financial statements have been prepared
under the historical cost convention.
New accounting standards At the date of authorisation of these financial
statements, the following Standards and Interpretations which have not been
applied in these financial statements were in issue but not yet effective:
IAS 1 Presentation of Financial Statements (revised 2007) (effective 1 January
2009)
IAS 27 Consolidated and Separate Financial Statements (Revised 2008) (effective
1 July 2009)
Amendment to IFRS 2 Share-based Payment - Vesting Conditions and Cancellations
(effective 1 January 2009)
Improvements to IFRSs (effective 1 January 2009 other than certain amendments
effective 1 July 2009)
IFRS 3 Business Combinations (Revised 2008) (effective 1 July 2009)
IFRS 8 Operating Segments (effective 1 January 2009)
The directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the financial
statements of the Group in its current form.
Company income statement In accordance with the provisions of Section 230 of the
Companies Act 1985, no separate income statement has been presented for the
Evolutec Group plc. The results for the Company are also presented under IFRS.
Accounting policies The principal accounting policies adopted in the preparation
of these financial statements are set out below. These policies have been
consistently applied to all periods presented, unless otherwise stated.
Investments are carried at cost less any provision for impairment.
Basis of consolidation The consolidated financial statements of the Group
include the accounts of Evolutec Group plc and all its subsidiary undertakings
(together, the "Group"), made up to 31 December 2008. Inter-company transactions
are eliminated on consolidation.
The identifiable assets and liabilities of subsidiary undertakings accounted for
under acquisition accounting principles are included in the consolidated balance
sheet at their fair values at the date of acquisition. The results and cash
flows of such subsidiaries are brought into the Group accounts only from the
date of acquisition.
The combination of Evolutec Group plc and Evolutec Limited in 2004 was accounted
for under merger accounting principles.
Revenue The Group generates revenue by licensing its technologies. The
recognition of such revenue, including up front and milestone payments, is
dependent on the terms of the related arrangement, having regard to the ongoing
risks and rewards of the arrangement, and the existence of any performance or
repayment obligations with any third party.
Non-refundable access fees, options fees and milestone payments receivable for
participation by a third party in development and commercialisation of a product
development candidate are recognised when they become contractually binding,
provided there are no related commitments of the Group. Where there are related
commitments, revenue is recognised on a percentage-of-completion basis in line
with the actual levels of expenditure incurred in fulfilling these commitments.
All other licence income and contract research fees are recognised over the
accounting period to which the relevant services relate. Revenues derived from
grants received are recognised in line with the related expenditure. Royalty
income is recognised in relation to sales to which the royalty relates.
Operating leases Costs in respect of operating leases are charged to the income
statement on a straight-line basis over the terms of the leases.
Share-based payments The Group makes equity-settled share-based payments to its
employees and Directors. Equity-settled share-based payments are measured at
fair value at the date of grant and expensed on a straight-line basis over the
vesting period of the award. At each balance sheet date, Evolutec revises its
estimate of the number of options that are expected to become exercisable.
The value of any shares or options granted is charged to the income statement
over the period the shares vest, with a corresponding credit to reserves. When
share options are exercised, the proceeds received, net of any transaction
costs, are credited to share capital (nominal value) and share premium.
The principal assumptions used to calculate the value of options issued are:
Share price volatility 45%
Risk free rate of return 4.5%
Date of exercise Normally assumed to be the first possible exercise date
Employee benefits All employee benefit costs, notably holiday pay and
contributions to personal defined contribution pension plans, are charged to the
income statement on an accruals basis. The Group does not offer any other
post-retirement benefits.
Taxation Current tax, including UK corporation tax and research and development
tax credits, is provided (or shown) at amounts expected to be paid (or
recovered) using the tax rates or laws that have been enacted, or substantially
enacted, by the balance sheet date.
Credit is taken in the accounting period for research and development tax
credits, which will be claimed from HM Revenue and Customs in respect of
qualifying research and development costs incurred in the same accounting
period.
Deferred tax is recognised in respect of all temporary differences identified at
the balance sheet date. Temporary differences are differences between the
carrying amount of the Group's assets and liabilities and their tax base.
A deferred tax asset is recognised only when, on the basis of all the available
evidence, it can be regarded as probable that there will be suitable taxable
profits, within the same jurisdiction, in the foreseeable future against which
the deductible temporary difference can be utilised.
Deferred tax is provided on temporary differences arising in subsidiaries,
except where the timing of reversal of the temporary difference can be
controlled and it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which the asset is realised or liability settled, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Measurement of deferred tax liabilities and assets reflects the tax
consequence expected to follow from the manner in which the asset or liability
is recovered or settled.
Property, plant and equipment Property, plant and equipment are stated at
historic cost less depreciation and any provision for impairment. Historic cost
comprises the purchase price together with any incidental costs of acquisition.
Depreciation is calculated to write off the cost, less residual value, of
tangible fixed assets in equal annual instalments over their estimated useful
lives as follows:
Plant and machinery 3-5 years
Fixtures and fittings 3 years
The carrying values of plant and equipment are reviewed for impairment when
events or changes in circumstances indicate that carrying value may not be
recoverable. The assets residual values and useful lives are reviewed and
adjusted, if appropriate, at each financial year end.
Internally-generated intangible assets - product research and development
Development expenditure on new or substantially improved products is capitalised
as an intangible asset and amortised through cost of sales over the expected
useful life of the product concerned. Capitalisation commences from the point at
which the technical feasibility and commercial viability of the product can be
demonstrated and the Group is satisfied that it is probable that future economic
benefit will result from the product once completed. This is usually at the
point of regulatory filing in a major market and approval is highly probable.
Capitalisation ceases when the product is ready for launch. Where assets are
acquired or constructed in order to provide facilities for research and
development over a number of years, they are capitalised and depreciated over
their useful lives. Expenditure relating to clinical trials is accrued on a
percentage-of-completion basis with reference to fee estimates with third
parties.
Expenditure on research and development activities which do not meet the above
criteria is charged to the income statement as incurred.
Financial instruments The Group's financial instruments comprise cash and cash
equivalents, held-to-maturity financial assets and various receivables and
payables, such as trade receivables and trade and other payables, which arise
directly from its operations. The Group does not enter into derivative
transactions or other forms of hedging arrangements.
Held-to-maturity investments Held-to-maturity investments are non-derivative
financial assets with fixed or determinable payments and fixed maturities that
the Group's management has the positive intention and ability to hold to
maturity. Assets in this category are held at amortised cost. Held-to-maturity
investments include short-term investments with original maturities of more than
3 months.
Cash and cash equivalents Cash and cash equivalents comprise cash on hand and
demand deposits together with other, short-term, highly liquid investments that
are readily convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value..
Foreign currencies Transactions in foreign currencies are translated into
sterling at the rate of exchange ruling at the transaction date. Monetary assets
and liabilities in foreign currencies are retranslated into sterling at the
rates of exchange ruling at the balance sheet date. Differences arising due to
exchange rate fluctuations are taken to the income statement in the period in
which they arise.
2. Share Capital
+----------------------------+--------------+----------+----------+--------+
| | Number of | Share | Share | Total |
| | ordinary | capital | premium | GBP000 |
| | shares | GBP000 | GBP000 | |
+----------------------------+--------------+----------+----------+--------+
| | | | | |
+----------------------------+--------------+----------+----------+--------+
| | | | | |
+----------------------------+--------------+----------+----------+--------+
| At 1 January, 31 December | 25,949,996 | 2,595 | 24,442 | 27,037 |
| 2007 and 31 December 2008 | | | | |
+----------------------------+--------------+----------+----------+--------+
The authorised share capital of the Company at 31 December 2008 was
GBP7,700,000 divided into 77,000,000 ordinary shares of 10p each
(2007: 77,000,000).
All issued shares are fully paid.
The rights and restrictions attaching to the ordinary shares are set out in the
Articles of Association.
Capital management objectives and policies
Evolutec Group Plc's capital management objectives are:
* to ensure the Group's ability to continue as a going concern
* to provide an adequate return to shareholders
By seeking a single investment opportunity in the technology, healthcare or
service related sectors.
The Group monitors capital on the basis of the carrying value of the amount of
equity.
3. Other reserves
+---------------------+-------------+------------+----------+------------+--------+
| | Share-based | Capital | Merger | Own shares | Total |
| | payments | redemption | reserve | held by | GBP000 |
| | reserve | reserve | GBP000 | Employee | |
| | GBP000 | GBP000 | | Benefit | |
| | | | | Trust | |
| | | | | GBP000 | |
+---------------------+-------------+------------+----------+------------+--------+
| Group | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Balance at 1 | 565 | 4,804 | 3,734 | (20) | 9,083 |
| January 2007 | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Share-based | (565) | - | - | - | (565) |
| payments credit | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Balance at 31 | - | 4,804 | 3,734 | (20) | 8,518 |
| December 2007 | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Balance at 31 | - | 4,804 | 3,734 | (20) | 8,518 |
| December 2008 | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Company | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Balance at 1 | 565 | 4,804 | - | (20) | 5,349 |
| January 2007 | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Share-based | (565) | - | - | - | (565) |
| payments credit | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Balance at 31 | - | 4,804 | - | (20) | 4,784 |
| December 2007 | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
| Balance at 31 | - | 4,804 | - | (20) | 4,784 |
| December 2008 | | | | | |
+---------------------+-------------+------------+----------+------------+--------+
4. Publication of non-statutory accounts
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985.
The balance sheets at 31 December 2008 and the consolidated income statement,
statements of changes in shareholders' equity, cash flow statements and
associated notes for the year then ended have been extracted from the Group's
2008 statutory financial statements upon which the auditor's opinion is
unqualified and does not include any statement under section 237 of the
Companies Act 1985.
These financial statements have not yet been delivered to the Registrar of
Companies.
5.Copies of the annual report and financial statements
The Annual Report and Financial Statements will be posted to shareholders today.
Further copies will be available to the public, free of charge at the Company's
registered office, 3 More London Riverside, London SE1 2AQ and on the Company's
website, www.evolutec.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UVSORKARUUAR
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