Company Registration No. 07476879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REGEN THERAPEUTICS LIMITED

 

REPORT AND

UNAUDITED FINANCIAL STATEMENTS

 

 

YEAR ENDED 31 DECEMBER 2012

 

 

 

 

 

 

CONTENTS                                                                                                            Page

 

 

Officers and professional advisers                                                                           1

 

 

Business review                                                                                                          2 - 3

 

 

Director’s report                                                                                                        4 - 5

 

 

Consolidated profit and loss account                                                                       6

 

 

Consolidated and Company balance sheets                                                            7

 

 

Consolidated cash flow statement                                                                            8

 

 

Notes to the accounts                                                                                                 9 - 19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OFFICERS AND PROFESSIONAL ADVISERS

 

 

DIRECTORS

 

T S Shilton            (Chief Executive)

N A C Lott            (Finance Director)

 

SECRETARY

 

N A C Lott

 

REGISTERED OFFICE

 

Suite 306, 73 Watling Street

London

EC4M 9BJ

 

BANKERS

 

HSBC

165 High Street

Southampton

SO14 2NZ

 

 

ACCOUNTANTS

 

Crowe Clark Whitehill LLP

St Bride’s House

10 Salisbury Square

London

EC4Y 8EH

 

LEGAL ADVISERS

 

Bird & Bird LLP

15 Fetter Lane

London

EC4A 1JP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from sales of ColostrininTM for the year to 31 December 2012 were £65,000.  For comparison purposes previously reported sales were £104,000 for 2011, £187,741 for 2010 and £56,055 for 2009.

 

While it appears that overheads have gone up from last year (2012 - £197,000 : 2011 - £170,000) it must be borne in mind that the 2011 comparative figures do not represent a full year and are only those from the effective date of de-merger on 18 February 2011. It should also be noted that within this figure there are non-cash items of £109,000 compared with £73,000 in 2011. These charges represent depreciation of the filtration rig and the amortisation of patents. The amortisation and write off of patent costs has increased by some £30,000 this year as we continue to streamline our portfolio and continue only with those that are essential. As a result certain patents, with associated historical costs have been allowed to lapse. As previously stated under UK GAAP the Company is obliged to amortise goodwill, which it has done over 20 years and this charge of £9,400 is disclosed separately within the profit and loss account. As a result of these factors the loss for the period after tax amounted to £224,000 (2011 - £144,000)

 

On the 17th May 2012 the Company drew down the last £40,000 of the £240,000 loan facility available from Alexander David Investments PLC. With interest this is a debt of £274,000 as at 31 December 2012 and interest continues to accrue. Technically this loan can be called upon after 14th February 2014, although at the election of either Alexander David Investments Plc (“ADI”) or the Company it can be converted into Regen Therapeutics Limited Shares.

 

Clearly the sales for the year are disappointing when seen in conjunction with the previous 2 years, albeit 2010 sales were spiked by an upfront fee from Eczascibasi for the rights to sell Colostrinin and an associated bulk order. Unfortunately they have recently informed us that they will stop selling the product (Dyna) after current stocks are exhausted. The regulatory requirements for nutraceuticals in some countries have proved to be less clear and more demanding than originally envisaged, which together with the extent and costs of the work needed to achieve a worthwhile promotional claim has meant that discussions have not progressed with certain potential partners. This aspect coupled with some old local importation laws has meant that sales and potential deals in South Korea, Brazil, Australia and Japan have not progressed.

 

On the positive side our USA licensee Metagenics has confirmed that they will be introducing a Colostrinin combination product via the 'professional' channel in January 2014. Preliminary discussions have taken place with several potential 'retail' distribution companies and discussions are ongoing with our contract manufacturing partner Sterling Technology Inc., with regard to the possibility of creating a ‘joint-venture’ partnership to exploit the USA retail market and specific markets in Asia where they already have business contacts and distributors for their own products.

 

Our Indian licensee USV have signified that they are to stop marketing Colostrinin (Cognate) but are looking to place another order to meet ongoing commitments. Discussions are now being sought with several major Indian companies that have previously shown an interest in distributing the product with a view to replacing USV as our licensee.

 

Tagerr our distributor in Poland are in the process of seeking regulatory approval to switch from distributing product made by Metagenics to RGTL bulk tablets.

 

A grant to conduct a clinical trial in AD in the UK has been applied for in collaboration with leading UK AD experts. This application has passed the first review and further feedback is expected in October. No further work or expenditure on the use of zolpidem in brain trauma has been or will be undertaken by RGTL unless the requisite finance is available. As such, remaining patents are being allowed to lapse as and when further expenditure is required. The Company and Dr Clauss continue to receive many enquiries about the product from friends and relations of people with various forms of brain trauma – many of which lead to reported benefit. The latest information on zolpidem can be obtained at: https://twitter.com/Zolpidemupdates‎ courtesy of Dr Ralf Clauss. Again in relation to Colostrinin – Peptides no further work or research is being undertaken unless further

finance is made available. It should be noted however that the work undertaken to-date helps support the scientific case for Colostrinin.

 

In terms of current cost saving initiatives the Company continues to run from a virtual office. All Directors and consultants have not been paid in 2013 and will continue to defer their remuneration/fees until there is funding/finance available. The Company has ceased to use the JP Jenkins trading platform and has brought the share register in house. Shares can still be traded on a ‘matched bargain’ basis in the short term by contacting the Company, whilst in the longer term we would hope to re-list shares in the Company on an open trading platform. We have also changed our website host in order that we can manage the site internally without incurring any continuing external costs.

 

The Directors continue to explore various ways of financing and developing the company with its advisers and contacts in order to secure a viable future for the Company in the best interest of shareholders.

 

 

 

 

 

 

 

The directors present their annual report and the unaudited financial statements for the year ended 31 December 2012. 

 

PRINCIPAL ACTIVITY

 

The principal activity of the Group and the Company was the development of healthcare products both nutraceutical and ethical pharmaceuticals.

 

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

 

See Business Review on page 2.

 

RESULTS AND DIVIDENDS

 

The consolidated accounts for the year ended 31 December 2012 are set out on pages 5 to 18.  The loss for the year after taxation was £224,000.

                                       

The directors do not recommend the payment of an ordinary dividend.

 

 

DIRECTOR AND HIS INTERESTS

 

The following directors held office during the year:

 

T S Shilton

N A C Lott

 

 

The directors’ interests in the shares of the Company at the year end were:

                                                                                                                                                                                                                         

                                                                                                                       Ordinary shares of 0.1p each

                                                                                                                        31 December         31 December

                                                                                                                                       2012                         2011

 

T S Shilton                                                                                                              193,632                   193,632

N A C Lott                                                                                                                  1,820                        1,820

 

 

CHARITABLE DONATIONS

 

The Company made charitable donations amounting to £nil                                                                            

 

FINANCIAL INSTRUMENTS

 

The Group is exposed through its operations to liquidity risk and credit risk. The directors do not believe the Group has any significant currency risk. The directors are of the opinion that there is no difference between the fair value and book value of financial instruments. The group has in place a risk management programme that seeks to limit the possible adverse effects on the financial performance of the group by monitoring levels of cash and performing regular reviews of expected future sales. 

 

Liquidity and cash flow risk

 

The principal risk to the Group is liquidity, which arises from the Group’s management of working capital. It is a risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. This aspect is kept under review by the directors and in this respect management carries out rolling 12 month cash flow projections on a monthly basis as well as information regarding cash balances. It is the Group’s policy as regards liquidity to ensure sufficient cash resources are maintained to meet short-term liabilities. All financial liabilities at the year end are due within 180 days.

The subsidiary company GCPUL has a bank overdraft outstanding and the Company have agreed to make repayments over a period of time when cash resources are available. The bank overdraft is secured by way of a fixed and floating charge over the GCPUL's assets.

 

Credit risk

 

The Group’s credit risk is primarily attributable to its trade receivables, which is represented by a small number of well-known and reputable customers. To help mitigate the exposure, credit worthiness checks are undertaken before entering into contracts with new customers in cases where it is deemed necessary. Amounts presented in the statement of financial position are stated net of allowances for doubtful recovery. There is no concentration of credit risk within trade receivables. The credit risk on liquid funds is limited as the funds are predominantly held at a reputable bank.

 

                                                                                                                                                                                                                                                                                                                                                                                                                                         

DIRECTORS’ RESPONSIBILITIES

 

United Kingdom company law requires the director to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the group and the company as at the end of the financial year and of the profit or loss of the group for that year. In preparing those financial statements, the directors are required to:

 

·                     select suitable accounting policies and then apply them consistently;

 

·                     make judgements and estimates that are reasonable and prudent;

 

·                     state whether applicable accounting standards have been followed; and

 

·                     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

 

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for the system of internal control, for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors confirm that they consider that the going concern basis remains appropriate.

 

 

Approved by the board on 27 September 2013

 

 

 

 

N Lott

Secretary

 

 

 

 

 

 

 

Note

2012

2011

 

 

 

£’000

£’000

 

CONTINUING OPERATIONS

 

 

 

 

REVENUE

4

65

104

 

 

 

 

 

 

Cost of sales

 

(23)

(29)

 

 

 

 

 

 

Gross profit

 

42

75

 

 

 

 

 

 

Research and development costs

 

(40)

(32)

 

Amortisation of goodwill

 

(9)

(10)

 

Administrative expenses

 

(197)

(170)

 

 

 

 

 

 

Administrative costs

 

(246)

(212)

 

 

 

 

 

 

OPERATING LOSS

5

(204)

(137)

 

 

 

 

 

 

Net interest payable

7

(23)

(13)

 

 

 

 

 

 

LOSS ON ORDINARY ACTIVITIES

BEFORE TAXATION

 

(227)

(150)

 

 

 

 

 

 

Taxation

8

3

6

 

 

 

 

 

 

 

 

 

 

 

LOSS ON ORDINARY ACTIVITIES

AFTER TAXATION

 

(224)

(144)

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

 

9

(0.22)p

(0.16)p

 

                                                                                                                                

 

There were no recognised gains and losses for 2012 other than those included in the profit and loss account.                                               

The notes on pages 9 to 19 form part of these financial statements.

 

Group

 

Group

 

Company

 

Company

 

 

Note

2012

£’000

 

2011

£’000

 

2012

£’000

 

2011

£’000

 

FIXED ASSETS

 

 

 

 

 

 

 

 

 

Goodwill

12

169

 

178

 

169

 

178

 

Intangible assets

10/11

362

 

415

 

249

 

288

 

Tangible fixed assets          

13

86

 

113

 

86

 

113

 

Investments in subsidiaries

14

-

 

-

 

145

 

128

 

 

 

617

 

706

 

649

 

707

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Inventories

 

33

 

27

 

33

 

27

 

Debtors

15

39

 

32

 

39

 

32

 

Cash at bank and in hand

 

5

 

39

 

5

 

39

 

 

 

77

 

98

 

77

 

98

 

 

 

 

 

 

 

 

 

 

 

CREDITORS: amounts falling due within one year

16

(115)

 

(113)

 

(83)

 

(84)

 

 

 

 

 

 

 

 

 

 

 

Total current (liabilities)/assets

 

(38)

 

(15)

 

(6)

 

14

 

 

 

 

 

 

 

 

 

 

 

CREDITORS: amounts falling due after more than one year

17

(274)

 

(162)

 

(274)

 

(162)

 

Total net assets

 

305

 

529

 

369

 

559

 

CAPITAL AND RESERVES

 

 

 

 

 

 

 

 

 

Called up share capital

18

92

 

92

 

92

 

92

 

Share premium

18

581

 

581

 

581

 

581

 

Profit and loss account

19

(368)

 

(144)

 

(304)

 

(114)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

305

 

529

 

369

 

559

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 8 to 16 form part of these financial statements.

 

The company is entitled to exemption from audit under section 477 of the Companies Act 2006 for the period ended 31 December 2012.

 

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2012 in accordance with section 476 of the Companies Act 2006.

 

The directors acknowledge their responsibilities for

(a)     ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006; and

(b)     preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit and loss for each financial year in accordance with the requirements of sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company

 

These financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 September 2013

 

…………………………………………    

N Lott                                                                    Director                                                                                                                               


 

 

 

 

Note

 

              2012

               £’000

 

              2011

               £’000

 

 

 

 

 

 

Net cash flow from operating activities

21

 

(96)

 

3

 

 

 

 

 

 

Capital expenditure and financial investment

 

 

 

 

 

Purchase of tangible assets

 

 

-

 

(105)

Purchase of intangible assets

 

 

(30)

 

(47)

Net cash outflow from capital expenditure

 

 

(30)

 

(152)

 

 

 

 

 

 

Taxation

 

 

3

 

6

 

 

 

 

 

 

 

 

 

 

 

 

Cash outflow before financing

 

 

(123)

 

(143)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Net proceeds from issue of share capital

 

 

-

 

14

Proceeds from convertible loan

 

 

90

 

150

Interest paid

 

 

(1)

 

(1)

 

 

 

 

 

 

Net cash inflow from financing activities

 

 

89

 

163

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

(34)

 

20

 

 

 

 

 

 

Opening cash and cash equivalents

 

 

39

 

19

 

 

 

 

 

 

Closing cash and cash equivalents

 

 

5

 

39

 

 

 

 

 

 

1.         GENERAL INFORMATION

 

These accounts are unaudited.

 

On 30 December 2010 ReGen Therapeutics Limited (under its previous name ReGen Newco Limited) acquired the business assets of (excluding liabilities) of the old ReGen business from ReGen Therapeutics Plc (now renamed Alexander David Investments Plc).

 

Until 18 February 2011 ReGen Therapeutics Plc carried on the development of nutraceutical healthcare products and ethical pharmaceuticals. On 18 February ReGen Therapeutics Plc changed its name to Alexander David Investments Plc and demerged the ReGen business carried on by ReGen Therapeutics Limited by way of transfer of the issued shares of ReGen Therapeutics Limited to the shareholders of ReGen Therapeutics Plc who were on the Plc share register as at 15 February 2011.  The running costs of the ReGen business were borne by its former parent up to the effective date of the de-merger on 18 February 2011.

           

 

2.         ACCOUNTING POLICIES

 

Basis of preparation of financial statements

 

The consolidated financial information, which includes the results of the Company and its subsidiary undertakings, has been prepared under the historical cost convention and in accordance with United Kingdom Accounting Standards (UK Generally Accepted Accounting Practice).

 

Basis of consolidation

 

The Group financial statements incorporate the results of ReGen Therapeutics Plc and all of its subsidiary undertakings. Intra group sales and profits are eliminated on consolidation.

 

Going concern

 

Accounting standards require the directors to consider the appropriateness of the going concern basis when

preparing the financial statements. However, the Company’s ability to continue as a going concern is reliant upon successfully obtaining funds as it moves towards self sustainability.  They believe that the funds drawn down recently together with further options being considered and taken in conjunction with revenues from licensing, will be sufficient for the Group’s purposes for a minimum of 12 months from the date of approval of the financial statements. The directors confirm that they consider that the going concern basis remains appropriate.  They are, however, not bound to this assurance.

 

Thus the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements of the group.

 

If the Company was unable to secure sufficient funding to enable it to continue on a going concern basis then adjustments would be necessary to write down assets to their recoverable amounts, reclassify fixed assets and long term liabilities as current and provide for additional liabilities.

 

Loss for the financial period

 

The Company has taken advantage of Section 408(3) of the Companies Act 2006 and has not included its own Profit and Loss Account in these financial statements. The Company loss after tax for the period ended 31 December 2012 under UK GAAP was £190,000.

2.         ACCOUNTING POLICIES (continued)

 
Goodwill

 

Goodwill arising on an acquisition is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired.  It is capitalised and written off in equal annual instalments over its estimated useful economic life of 20 years.  Impairment tests on the carrying value of goodwill are undertaken:

 

·         at the end of the first full financial year following acquisition

·         in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

 

Investments

 

Fixed asset investments are shown at cost less any provision for diminution in value.

 

Externally generated intangible fixed assets

 

Externally acquired intangible assets are initially recognised at cost and subsequently amortised

on a straight-line basis over their useful economic lives. The amortisation expense is included within the administrative expenses line in the consolidated income statement.

 

The significant intangibles recognised by the Group and their useful economic lives are as follows:

 

Trademarks                                                                                                                                               Indefinite

Patents                                                                                                                                                                                      Length of patent – up to 20 years

 

Costs to obtain patent rights for the use of Colostrinin™ have been capitalised and will be amortised on a straight line basis over the expected useful life of the patent from the date the patent is granted.

 

Tangible fixed assets

 

Tangible fixed assets are stated at cost, net of depreciation.  Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

 

Production equipment                            5 years

 

Inventories

 

Inventories are initially recognised at cost, and subsequently 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. In determining the cost of inventories sold, the batches are identified and the actual cost of the inventories is used.

 

Research and development

 

Research expenditure is recognised in the income statement in the year in which it is incurred. Development expenditure is recognised in the income statement in the year in which it is incurred.

 

2.         ACCOUNTING POLICIES (continued)

 

Revenue

 

Revenue represents amounts invoiced during the year for goods and services provided in the

normal course of business, exclusive of Value Added Tax.

 

Sales of Colostrinin™ are recognised when goods are delivered and title has passed.

 

Operating cost

 

Operating loss is stated after crediting all operating income and charging all operating expenses but before crediting/charging financial income/expense.

 

Foreign currency

 

Foreign currency transactions of individual companies are translated at the rates ruling when they

Occurred. Foreign currency monetary assets and liabilities are translated at the rates ruling at the

statement of financial position dates. Any differences are taken to the profit and loss account.

 

The results of overseas operations are translated at the rate when the transaction took place and the statement of financial position translated into Sterling at the rate of exchange ruling on the statement of financial position date. Exchange differences, which arise from translation of the opening net assets and results of foreign subsidiary undertakings, are taken to reserves.

 

3.         CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

   

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

(a)  Impairment of goodwill

 

The Group tests, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows discounted at a rate in order to calculate the present value of cash flows. Actual outcomes could vary from those projected, in particular the value in use is dependant on future revenue streams which are not certain. Goodwill is currently being amortised over 20 years.

 

(b) Useful lives and carrying values of intangible assets

 

Intangible assets are amortised over their useful lives. Useful lives are based on the management’s estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. The useful life of patents are determined by the length of the patents, which are 20 years from the application date, and they are amortised from the date the patent is granted. Changes to estimates can result in significant variations in the carrying value and amounts charged to the consolidated profit and loss account in specific periods.

  

4.         REVENUE

 

The total turnover of the group for the period has been derived from its principal activity, the sale of Colostrinin™. Information on the Group’s revenue by geographical area is set out below:

 

 

2012

 

2011

 

 

 

£’000

 

£’000

 

 

 

 

 

 

United States

 

 

33

 

61

Europe

Rest of the World

 

 

10

22

 

16

27

 

 

 

65

 

104

 

 

            

5.         OPERATING LOSS

 

 

2012

£’000

 

2011

£’000

 

 

 

 

 

Inventory expense

 

23

 

29

Depreciation

 

27

 

20

Amortisation of patents

 

83

 

53

Amortisation of goodwill

 

9

 

10

Facility fee re convertible loan

 

-

 

14

 

 

 

 

 

 

6.         INFORMATION REGARDING THE DIRECTORS

 

 

2012

£’000

 

2011

£’000

Director’s emoluments

 

 

 

 

Emoluments

 

40

 

34

Social security costs

 

2

 

2

 

 

42

 

36

 

 

 

 

 

 

 

No.

 

No.

Average number of persons employed

 

 

 

 

Administration and scientific

 

1

 

1

 

Directors’ emoluments by individual are as follows:

 

 

 

 

£’000

 

 

£’000

T S Shilton

 

23

 

19

N A C Lott

 

17

 

15

 

 

 

 

 

 

 

40

 

34

           

           

 

 

7.         NET INTEREST PAYABLE

           

2012

£’000

 

2011

£’000

 

 

 

 

Interest payable on convertible loan

22

 

12

Interest payable on bank overdraft

1

 

1

 

23

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.     TAXATION

                                                                                                                                                                         2012                      2011

                                                                                                                                                                        £’000                     £’000

 

UK corporation tax credit in respect of current period                                                                                 5                             6

Over estimate of tax credit from previous year                                                                                            (2)                             -

                                                                                                                                                           __________        __________

 

Total current tax credit                                                                                                                                       3                             6

                                                                                                                                                           __________        __________

 

The Group has unrecognised tax trading losses of approximately £13 million for offset against future profits.

 

A deferred tax asset has not been recognised in relation to tax losses due to the uncertainty of future tax losses.

 

The tax for the year differs from the standard rate of corporation tax in the UK. The differences are explained below:

 

                                                                                                                                                                         2012                      2011

                                                                                                                                                                        £’000                     £’000

 

Loss before tax                                                                                                                                                227                        150

                                                                                                                                                           __________        __________

 

Loss at the standard rate of corporation tax

in the UK of 24.5% (2011 - 26.5%)                                                                                                               56                           40

 

 

 

 

Effects of:                                                                                                                                                              

Expenses not deductible for tax purposes                                                                                                       -                            (4)

R&D tax credit                                                                                                                                                     3                             6

Depreciation in excess of capital allowances                                                                                               22                           16

Unutilised current taxable losses carried forward                                                                                      (78)                        (52)

                                                                                                                                                           __________        __________

 

Total tax credit for the year                                                                                                                               3                             6

                                                                                                                                                           __________        __________

 

 

 

 

9.         EARNINGS PER SHARE

 

2012

£

 

2011

£

                Numerator

Loss for the period

203,173

 

144,089

 

Denominator

 

 

 

Weighted average number of shares of 0.1p

92,326,547

 

92,326,547

 

 

 

 

 

 

10.          INTANGIBLE FIXED ASSETS

 

Group

 

Goodwill

£’000

 

 

Patent rights

£’000

 

Trade marks

£’000

 

 

 

Total

£’000

Cost

 

 

 

 

 

 

 

At 1 January 2012

188

 

460

 

8

 

656

Additions

-

 

30

 

-

 

30

 

 

 

 

 

 

 

 

At 31 December 2012

188

 

490

 

8

 

686

 

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

 

At 1 January 2012

10

 

53

 

-

 

63

Charge for the year

9

 

83

 

-

 

92

 

 

 

 

 

 

 

 

At 31 December 2011

19

 

136

 

-

 

155

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

At 31 December 2012

169

 

354

 

8

 

531

 

 

 

 

 

 

 

 

At 31 December 2011

178

 

407

 

8

 

593

 

 

11.          INTANGIBLE FIXED ASSETS

 

Company

 

Goodwill

£’000

 

 

Patent rights

£’000

 

Trade marks

£’000

 

 

 

Total

£’000

Cost

 

 

 

 

 

 

 

At 1 January 2012

188

 

311

 

8

 

507

Additions

-

 

14

 

-

 

14

 

 

 

 

 

 

 

 

At 31 December 2012

188

 

325

 

8

 

521

 

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

 

At 1 January 2012

10

 

31

 

-

 

41

Charge for the year

9

 

53

 

-

 

62

 

 

 

 

 

 

 

 

At 31 December 2012

19

 

84

 

-

 

103

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

At 31 December 2012

169

 

241

 

8

 

418

 

 

 

 

 

 

 

 

At 31 December 2011

178

 

280

 

8

 

466

 

 

 

 

 

 

 

 

 

 

 

12.          GOODWILL ARISING ON PURCHASE OF BUSINESS ASSETS

 

On 30 December 2010 the Company purchased the business assets (excluding liabilities) of the ReGen business from ReGen Therapeutics Plc (now Alexander David Plc), its parent company for consideration of £604,038 satisfied by the issue of 78,446,547 of the Company’s ordinary shares credited as fully paid at £0.0077 per share

 

           

 

 

 

 

 

 

                £’000

 

 

 

 

Issue of shares on acquisition of assets from ReGen Therapeutics Plc

 

 

604

 

 

 

 

Less net assets acquired

 

 

(416)

 

 

 

 

 

 

 

 

At 30 December 2010

 

 

188

 

 

 

 

13.          TANGIBLE FIXED ASSETS

 

Group and Company

 

 

Production equipment

 

 

 

                £’000

Cost

 

 

 

At 1 January 2012

 

 

133

Additions

 

 

-

 

 

 

 

At 31 December 2012

 

 

133

 

 

 

 

Amortisation

 

 

 

At 1 January 2012

 

 

20

Charge for the year

 

 

27

 

 

 

 

At 31 December 2012

 

 

47

 

 

 

 

Net book value

 

 

 

At 31 December 2012

 

 

86

 

 

 

 

At 31 December 2011

 

 

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14.          INVESTMENTS IN SUBSIDIARIES

 

Company

Investments in subsidiary undertakings

£’000

Loans to subsidiary undertakings

£’000

Total

£’000

At 1 January 2012

-

128

128

Additions

-

17

17

 

 

 

 

 

 

 

 

At 31 December 2012

-

145

145

           

The investments at 31 December 2011 represent a 100% interest in Guildford Clinical Pharmacology Unit Limited, a 100% interest in Sciencom Limited and a 100% interest in the ordinary ‘A’ shares of The Georgiades Foundation Limited and its wholly owned subsidiaries,  ReGen Biotech Limited and Georgiades Biotech Limited. All of the above are unlisted companies. ReGen Biotech Limited was dissolved on 25 June 2013.

 

 

 

          Name                                                                                      Country of registration               Nature of business

 

          Guildford Clinical Pharmacology Unit Limited              Great Britain                                   Clinical Research

Sciencom Limited                                                                 Great Britain                                   Developer of zolpidem

ReGen Biotech Limited (Dissolved)*                                Great Britain                                   Dormant company

The Georgiades Foundation Limited                                British Virgin Islands                     Developer of Colostrinin™

Georgiades Biotech Limited *                                            British Virgin Islands                     Developer of Colostrinin™

 

* Interest held indirectly via The Georgiades Foundation Limited.

 

The investment in The Georgiades Foundation Limited is as follows:

                                                                                                                                                                   Number

                                                                                                                                                                  of shares          Percentage

Class of share                                                                                                                                           in issue                       held

 

10c ordinary ‘A’ shares                                                                                                                      9,338,856                        100

10c deferred shares                                                                                                                                     6,852                           58

                                                                                                                                                           __________

 

                                                                                                                             28,952

                                                                                                                                                           __________

 

The share capital of The Georgiades Foundation Limited is denominated in US Dollars.

15.       DEBTORS

 

 

Group

 

Group

Company

Company

 

2012

£’000

 

 

2011

£’000

 

 

2012

£’000

 

 

2011

£’000

 

 

Trade debtors

27

 

9

 

27

 

9

 

Other debtors

9

 

9

 

9

 

9

 

Prepayments

3

 

14

 

3

 

14

 

 

 

 

 

 

 

 

 

 

 

39

 

32

 

39

 

32

 

 

 

 

 

 

 

 

 

 

 

 

16.       CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

 

 

Group

 

Group

 

Company

 

Company

 

2012

£’000

 

 

2011

£’000

 

 

2012

£’000

 

2011

£’000

 

 

 

 

 

 

 

 

Bank overdraft

27

 

29

 

-

 

-

Trade creditors

56

 

54

 

40

 

38

Amounts due to subsidiary undertakings

-

 

-

 

38

 

43

Other taxation and social security

3

 

1

 

3

 

1

Other creditors

27

 

27

 

-

 

-

Accruals

2

 

2

 

2

 

2

 

115

 

113

 

83

 

84

 

           

            The bank overdraft is secured by a fixed and floating charge over the assets of Guildford Clinical Pharmacology Unit Limited. The Company have agreed to make regular repayments over a period of time.

 

 

17.       CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

 

 

Group

 

Group

Company

Company

Repayable within 5 years

2012

£’000

 

2011

£’000

 

2012

£’000

 

2011

£’000

 

 

 

 

 

 

 

 

Convertible loan

274

 

162

 

274

 

162

 

274

 

162

 

274

 

162

 

 

The convertible loan is from Alexander David Investment Plc (“ADI”) and includes an accrued interest element of £34,000. The loan is secured by a debenture over the Company’s assets and interest is charged at the rate of 10 per cent. per annum. Capital and interest shall only be repayable in cash after a period of 36 months (February 2014), unless the Company elects to repay earlier, although such amounts may at any time, at the election of either the ADI or the Company, be converted into the Regen Therapeutics Limited Shares at a price per share to be determined by ADI and the Company with regard to the then financial and trading performance of Regen Therapeutics Limited and the trading activity of its shares

.

 

 

 

 

 

 

18.       CALLED UP SHARE CAPITAL

 

Group and Company

2012

£’000

 

2011

£’000

 

Called up share capital issued and fully paid

 

 

 

 

92,326,547 ordinary shares of 0.1p each

92

 

92

 

 

 

 

 

 

 

 

 

 

 

 

 

Share Capital

 

 

 

Share Premium

 

Group and Company

 

 

 

 

2012

£’000

 

2012

£’000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2011 and 2012

 

 

 

92

581

 

 

 

 

19.       RESERVES

 

 

 

Group

 

 

 

Profit

and loss account

2012

£’000

Profit

and loss account

2011

£’000

 

 

 

 

 

 

Opening reserves

 

 

 

(144)

-

 

 

 

 

 

 

Loss for the financial period

 

 

 

(224)

(144)

 

 

 

 

 

 

At 31 December 2012

 

 

 

(368)

(144)

 

 

 

 

Company

 

 

 

Profit

and loss account

2012

£’000

Profit

and loss account

2011

£’000

 

 

 

 

 

 

Opening reserves

 

 

 

(114)

-

 

 

 

 

 

 

Loss for the financial period

 

 

 

(190)

(114)

 

 

 

 

 

 

At 31 December 2011

 

 

 

(304)

(114)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.         RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS’ FUNDS

 

 

Group

2012

£’000

 

 

2011

£’000

 

Opening shareholders’ funds

529

 

-

 

 

 

 

Loss for the financial period

(224)

 

(144)

New shares issued

-

 

14

 

 

 

 

Net decrease in shareholders’ funds

(224)

 

(130)

 

 

 

 

Shares issued to acquire the assets of Regen Therapeutics Plc

-

 

659

 

 

 

 

 

 

 

 

Closing equity shareholders' funds

305

 

529

 

 

 

Company

2012

£’000

 

 

2011

£’000

Opening shareholders’ funds

559

 

-

 

 

 

 

Loss for the financial period

(190)

 

(114)

New shares issued

-

 

14

 

 

 

 

Net decrease in shareholder’s funds

(190)

 

(100)

 

 

 

 

Shares issued to acquire the assets of Regen Therapeutics Plc

-

 

659

 

 

 

 

 

 

 

 

Closing equity shareholder’s funds

369

 

559

 

 

21.       RECONCILIATION OF OPERATING LOSS TO OPERATING CASH FLOWS

 

 

2012

£’000

 

2011

£’000

 

 

 

 

Operating loss

(227)

 

(150)

Amortisation of  goodwill

9

 

10

Depreciation

27

 

20

Amortisation

83

 

53

Increase in inventories

(6)

 

(17)

(Increase)/decrease in debtors

(7)

 

6

Increase in creditors

2

 

68

Interest charged

23

 

13

 

 

 

 

Net cash inflow from operating activities

(96)

 

3