AorTech
annualreport
AorTech International plc
Annual Report & Accounts
For the year to
31 March 2012
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01 International
In mid-2010, Management had developed a
two-stage plan for the relocation of the
Group’s factory from Melbourne, Australia to
the Minneapolis / St. Paul area in the United
States. By the final quarter of 2011, the first
batch of polymer in the new US factory was
produced.
U.S.A_The move to a 15,000 square foot manufacturing
plant in Rogers, Minnesota in September positioned the
business at the heart of the US medical device sector hub
with all the benefits that brings - including a highly trained
workforce.
A O R T E C H I N T E R N A T I O N A L P L C
A O R T E C H I N T E R N A T I O N A L P L C
02
Australia_Dis-advantaged
by the fluctuations of currency
and transport costs, as well as
shipping issues, the viability of
our Melbourne facility had
become clear.
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03
contents
chairman’s statement
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04
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25
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27
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30
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53
Chairman’s Statement
Board of Directors
and Advisers
Report of the Directors
Directors’ Responsibilities Statement
Corporate Governance
Accountability and Audit
Report of the
Remuneration Committee
Independent Auditor’s
Report
Consolidated Income
Statement
Consolidated Statement of
Comprehensive Income
Consolidated Balance Sheet
Consolidated Cash Flow
Statement
Consolidated Statement of
Changes in Equity
Notes to the
Financial Statements
Independent Auditor’s
Report on the Parent
Company Financial
Statements
Parent Company
Balance Sheet
Notes to the
Parent Company
Financial Statements
Notice of the
Annual General Meeting
A O R T E C H I N T E R N A T I O N A L P L C
A O R T E C H I N T E R N A T I O N A L P L C
I am presenting
my first report to
shareholders since
my appointment as
Chairman of the
Company on 3 July
this year.
I joined the Board of AorTech in late
October last year and over that time
have been working closely with my Board
colleagues to gain a full understanding of
the issues affecting the business and the
opportunities to capitalise on the
developments within the business for
the benefit of our shareholders.
Results
In July, we announced the outcome of a
The year to 31 March 2012 was one of
strategy review which has resulted in us
considerable change for the Group.
appointing advisers to seek a sale of the
business and I will update shareholders
on the strategy and process later in this
report.
Firstly, however, I will discuss the results
During the period we undertook the
relocation of our polymer manufacturing
facilities from Melbourne, Australia to
Rogers, Minneapolis. This move was a
significant task and involved the closing
for the year to 31 March 2012 and the
of Australian operations, dismantling all
financial position of the Group which as
of the plant and equipment and having it
disclosed last year are now presented in
shipped half way round the world.
US $ terms.
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The setting up of the
Rogers facility was also a
major undertaking
resulting in obtaining
work permits for the staff
relocated from Australia,
recruiting a new team for
the US operations, training
that team to enable the
manufacture of polymer
to recommence and
obtaining all the
necessary approvals.
As a result of the relocation of the
production facility, we were only producing
polymer at normal production rates for
seven months during the year.
Group revenue for the year was $5.038
million, up from the $2.44 million reported
for the previous year. Of this total revenue
$4.34 million was represented by licence
fees of which $4.2 million related to the
restructured licence agreement announced
last year.
The final balance of this licence fee was
received in March 2012 after meeting all the
required conditions. Total polymer sales
amounted to $694,000 compared to
$1,444,000 for the previous year reflecting
the unavailability of the production facilities
during the period. We also received grant
income of $638,000 over the period
($510,000
in 2011).
Total operating
expenses were $4,877,000 compared to
$6,969,000 in 2011, reflecting the lower
operating costs now that the operations
have been relocated, resulting
in an
operating profit before exceptional item for
the year of $799,000 (loss of $4,019,000 in
2011).
Exceptional costs were also incurred over
the period of $761,000 (2011 - nil) being
costs of transfer of the operations to the
USA. Overall, after finance income the
Group has reported a profit for the year of
$57,000 (loss of $3.9 million for 2011).
Cash at 31 March 2012 amounted to
$1,917,000, a decrease of $297,000 from
the same date last year. It should be noted
that the reduction in the cash position was
after expenditure on property, plant and
equipment of $671,000 and a reduction in
year end trade and other payables of
$437,000 from the previous year. Despite
the
significant
improvement
in
the
profitability of the Group over the year, it is
clear that the results have been impacted
both positively and negatively as a result of
the move to the USA; however the major
impact has been the $4.2 million received
as part of the licence restructuring which
facilitated the move.
Strategy
St Jude Medical has stated publicly that it
We set out in the interim results a strategy
“has acquired the exclusive intellectual
for the creation of shareholder value and
property rights and necessary assets for the
began to explore a number of options. We
manufacture of Optim™ insulation used in
believe that the move to Minneapolis was a
CRM leads”, we feel it is appropriate to
very important decision and that it has
clarify this statement. In fact, St Jude has
raised awareness of the value of our
not acquired the exclusive intellectual
technology. I would emphasise, however,
property rights to Optim™ but does have
that, as a result of the closure of our
an exclusive, perpetual licence to use
Australian operation and the time taken to
AorTech’s materials in the field of use of
set up our US operation, our polymer sales
implantable leads for implantable cardiac
were adversely affected during the year
rhythm management systems. AorTech is
both in terms of volume and margins
currently the sole manufacturer and
achieved.
supplier of the material that St Jude calls
Optim™. AorTech retains ownership of the
In addition to these issues and in order to
intellectual property and know how
increase margins and profitability we have
relating to Optim™. In addition, St Jude
sought a price increase for polymer supply
purchased the necessary items of plant and
from the customer which has to date had
equipment
from AorTech which are
the greatest impact on our margins but this
required to manufacture Optim™; these
has been met with significant resistance
assets are currently located in the Rogers
despite the value that this customer derives
facility which AorTech leases from St Jude.
from our material. As a very small business
AorTech continues to use these assets to
we have been unable to leverage other
manufacture Elast-Eon™/Optim™.
business relationships that a larger business
may be able to use as a negotiation strategy
or to adopt the ultimate negotiating
position that a
larger business could
implement.
We believe that
the move to Minneapolis
was a very important decision
and that it has raised awareness
of our technology.
A O R T E C H I N T E R N A T I O N A L P L C
A O R T E C H I N T E R N A T I O N A L P L C
A O R T E C H I N T E R N A T I O N A L P L C
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In the interim report
we announced that we
were reacquiring the
rights to our polymer
heart valve project.
This was an important development as all
The AorTech polymer valve, which has
of our IP and designs were returned
performed well and to expectations through
together with the exclusive rights over one
a number of tests, has a number of benefits.
of our polymer materials from which the
We believe that a polymer valve made with
valve is manufactured.
Elast-Eon™
leaflets will have similar
longevity
to mechanical valves, will
The replacement heart valve sector is at a
demonstrate
similar
“soft
failure
point of significant change. Over the past
characteristics” to tissue valves, will not
decade there has been a major switch from
require the use of anti coagulation drugs
mechanical valves to animal tissue valves,
and will be a disruptive technology from a
as a result of the improvement in the
cost perspective. The current generation of
durability of tissue valves together with a
heart valves cost between $800 and $2,000
much reduced requirement for patients to
each to manufacture. We believe that the
undertake
long term anti coagulation
AorTech valve can be manufactured for
treatment. In addition, there are multiple
under $80 which represents a step change
projects underway to replace heart valves
to the current cost of each valve. This is of
by using minimally
invasive surgical
major importance as all economies are
techniques by introducing a valve via a
struggling with the expanding costs of
catheter rather than by open heart surgery.
health care but is of particular importance
to the emerging economies of China and
India (particularly given the issues of bovine
material) where much health care is self
funded. In addition, we have patented our
material and leaflet design for the use in
trans catheter valve insertion. In addition to
the benefits of valve design the polymer
valve can be crimped to a much narrower
diameter increasing the size of the potential
patient population but also reducing the
risks of trans-catheter valve surgery.
A O R T E C H I N T E R N A T I O N A L P L C
We have a costed project which we believe
The heart valve could be the area of device
We hold not only all of the patents for this
would undertake the future development
of the valve to the stage of first human use
which would take only 24 months and cost
$4 million.
IP that represents greatest value, however
process but also retain the very detailed and
our materials also demonstrate significant
complicated know how on the preparation
benefits.
of the component materials and the
reactive process.
I have been very
The core current material is Elast-Eon2A™
impressed with the technical skills of our
which is a co-polymer of silicone and
scientific team and believe that not only are
polyurethane. This material was developed
our products protected by patent but the
over many years of fundamental research
know how required to manufacture our sub
which was able to achieve a synthesis
components and ultimately manufacture of
process of combining these two highly
Elast-Eon™ could take over three years to
incompatible materials by
carefully
develop independently.
manipulating the chemical end chains.
The heart valve
could be the area of device
IP that represents
greatest value, however our
materials also demonstrate
significant benefits.
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The result of synthesising
both silicone and
polyurethane is to create
a material that
demonstrates the
biostability of silicone
with the mechanical
properties of
polyurethane.
In the field of use of cardiac leads, Elast-
Eon™ demonstrates improved lubricity over
both silicone and Pellathane 55D (another
polyurethane used
in pacing
leads),
displayed similar flexibility to silicone and is
considerably
less
stiff
than
55D
polyurethane, similar lead to lead abrasion
resistance to 55D and a major improvement
to silicone. The Elast-Eon™ material is
proven to be highly biostable with strong
performance
in both oxidation and
hydrolysis.
We have considerable internal data on the
performance of the material as well as a
wealth of independent research and our
material scientists have a full understanding
of how the material reacts in different
environments which is key to assisting
licensees in the design of their products. An
example of this in depth understanding of
the material is the understanding of why
accelerated hydrolytic testing is not an
appropriate model for evaluating Elast-
Eon™ due to changes in the material that
occur at the high temperatures at which
accelerated testing is undertaken.
Our next generation polymer, ECSil™,
demonstrates not only the class leading
biostability of Elast-Eon™ but also exhibits
superior physical properties. ECSil™ can be
made to be much softer than Elast-Eon™
and can be viewed as a “super silicone
rubber”.
Much has been achieved by AorTech over
the past decade with the development of
both next generation materials and device
designs and patents. We have also had
some
success
in attracting medical
companies to adopt our material for
incorporation into their devices, the success
that St Jude are enjoying with our material
being a case in point. Many of these devices
take a long time to come to market and it is
difficult therefore to predict when the larger
milestone payments, royalty payments and
growth in material supply volume will start
to have a significant impact on revenues. It
is also an issue that a company looking to
incorporate our materials into their devices
may have concerns over being entirely
reliant on a small company for a key area of
component supply.
Having carefully considered the areas of
true advantage that AorTech holds, we have
concluded that the value of the business
rests with the IP in both our materials and
designs. Based on this conclusion, we
believe that the Company as a whole or
individual parts of the business would be
much more successful by being part of a
larger business with a combination of both
the resources, critical mass and additional
sales and distribution skills required to not
only maximise the value of existing
contracts but to expand the use of our
materials into other areas.
A O R T E C H I N T E R N A T I O N A L P L C
We also believe that the best way to
generate value for our shareholders and
capitalise on the various IP is through a
sales process. It is for this reason that we
appointed Piper Jaffray to conduct a sale of
the Company on behalf of shareholders.
Sale Process
Timetable and
Financial Position
Conclusion
Much has been achieved over the past year
including the factory move and reacquiring
our heart valve technology together with
the other implications of that deal. The
disappointment has been
that
the
renegotiated licence deal and the price
achieved on polymer supply do not provide
We announced the start of our sale process
We stated as part of the Strategic update in
the Company with sufficient resources to
in July 2012. As a public company, we have
July that we would require to raise further
see the Company through to the point
to work within the constraints of the
funds or complete a corporate deal by the
where cash is being generated from other
Takeover Code which can restrict the
end of October 2012. Shareholders should
contracts. Although that was a factor in our
number of parties that can be approached
note that whilst your Board is working to
decision to seek a corporate transaction,
and may require the disclosure of parties
secure a recommended offer by the end of
the key driver in the decision was a
that are in negotiation. We felt that the
October 2012, there is no guarantee that
recognition that the value of our IP should
restrictions
that would have been
any such offer will be forthcoming or even
be greater than what we alone can derive
applicable to a confidential process would
proposed in the timeframe required, or as
from material supply and the creation of
limit the value potential for shareholders
to the level of any proposal or offer that
shareholder value is best served by the sale
and as a result we decided to announce the
may be made.
process we have undertaken.
process to the market. The benefits of that
are that we are able to approach a much
Your Board therefore intends to implement
larger target market and keep each
a fundraising in the short term to raise
participant in the process confidential. The
sufficient finance to enable the Company to
down side to the announcement has been
continue to trade for the foreseeable
that we have been limited in our ability to
future. This decision has been taken in the
interact with our shareholders, the press
interests of shareholders to ensure that the
and the market as a whole.
best outcome can be obtained through our
sale process.
Bill Brown
Chairman
We updated the market on our sale process
on 13 August and stated that a broad range
of potential acquirors have been contacted
including medical technology companies,
biomaterials and coatings companies,
contract manufacturing organisations and
other strategic consolidators, as well as
private equity investors. Your Board will
provide further updates to you and the
market when it is deemed appropriate to
do so.
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board of directors & advisors
report of the directors
12
Directors
Bill Brown non-Executive Chairman
Frank Maguire Chief Executive
Eddie McDaid Finance Director
Jon Pither non-Executive Director
Gordon Wright non-Executive Director
Company Secretary
David Parsons ACIS
Registered Office
C/o Brodies LLP
2 Blythswood Square
Glasgow G2 4AD
Head Office
Level Two
Springfield House
23 Oatlands Drive
Weybridge
Surrey KT13 9LZ
web: www.aortech.com
email: info@aortech.com
Nominated Adviser and Broker
FinnCap
60 New Broad Street
London EC2M 1JJ
Registrars
Equiniti Registrars Scotland
1st Floor
34 South Gyle Crescent
South Gyle Business Park
Edinburgh EH12 9EB
Independent Auditor
Grant Thornton UK LLP
Statutory Auditor
Chartered Accountants
Regent House
80 Regent Road
Leicester LE1 7NH
Financial statements will be circulated to Sharehold-
ers and copies of the announcement will be made
available from the Company’s registered office.
Dealings permitted on Alternative Investment Market
Registered in Scotland, Company No.170071
(AIM) of the London Stock Exchange.
A O R T E C H I N T E R N A T I O N A L P L C
The Directors present their report and the audited
financial statements for the year ended 31 March 2012.
Principal Activities
The Company is the holding company of a Group whose principal activities are the development and exploitation of a range of innovative biomaterials
and medical devices.
Review of Business & Future Developments
Review of Business & Future Developments
The consolidated Income Statement is set out on page 25 indicating the Group’s profit for the financial year of US$57,000 (2011: loss of US$3,887,000)
which will be added to the reserves.
On a Group basis, the business review and future prospects are contained within the Chairman's Statement. The Directors consider the Group financial
key performance indicators to be revenue growth, control of operating expenses and the pre tax result. In addition the Directors consider the Group
non financial key performance indicators to be the development of new application areas for its polymer products including components and devices,
trials and human use of the polymer heart valve and the signing of new licence agreements. All appropriate key performance indicators are summarised
in the Chairman's Statement.
The Directors consider the principal risks and uncertainties facing the Group at this stage of its development to be as follows: small customer base
generating revenues; retention of key management and personnel; reliability of products in the event of undetected faults after shipment; any adverse
results which may arise during development phases; product liability risks; competitive markets with changing technology and evolving industry
standards. All of the above risks and uncertainties are considered fundamental to the achievement of the Group's strategy and are being actively
managed at Board level, along with the internal control environment detailed on page 18 below.
No dividends have been paid or proposed for the years ended 31 March 2012 and 31 March 2011.
Fundraising / Going concern
The Board intends to implement a fundraising in the short term to raise sufficient finance to enable the Company to continue to trade for the
foreseeable future.
Whilst the Directors are confident that the fundraising will be successful, until it has been completed this represents a material uncertainty regarding
the Group's ability to continue as a going concern.
Nevertheless, after considering the year end cash position, making appropriate enquiries and reviewing budgets and profit and cash flow forecasts
for a period of at least twelve months from the date of signing these financial statements, and in particular taking account of achieving a successful
fundraising as detailed above and in our Chairman's statement, the Directors have formed a judgement at the time of approving the financial
statements that there is a reasonable expectation that the Group has sufficient resources to continue in operational existence for the foreseeable
future. For this reason the Directors consider the adoption of the going concern basis in preparing the Group financial statements is appropriate.
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Directors & Their Interests
At 31 March 2012 the Chairman of the Company was J Pither; the Chief Executive Director was F Maguire; the Finance
Director was E McDaid, and the non-Executive Directors were W Brown and G Wright. The other Director who served
during the year was Dr S Rollason, who resigned on 21 October 2011. W Brown was appointed to the Board on 21 October
2011. On 3 July 2012, J Pither stepped down as Chairman and W Brown took over that role. Mr Pither remains on the
Board as a non-Executive Director.
At each Annual General Meeting one third of the Directors shall be subject to retirement by rotation. J G Wright retires
from the Board at the Annual General Meeting and, being eligible, offers himself for re-election. W Brown, having been
appointed Director since the last Annual General Meeting, will retire and seek re-election.
The interests of the Directors at 31 March 2012 and 31 March 2011 (or date of appointment if later) in the ordinary share
capital of the Company (all beneficially held) were as follows:
31 March 2012 31 March 2011
Number of shares Number of shares
J Pither 25,550 15,050
F Maguire 103,350 81,050
E McDaid 333,914 363,383
S Rollason* - 11,825
G Wright 308,311 335,107
W Brown** - -
* not a member of the Board of Directors on 31 March 2012
** not a member of the Board of Directors on 31 March 2011
Substantial Shareholders
With the exception of the following shareholdings the Directors have not been advised of any individual interest or group
of interests held by persons acting together which at 17 August 2012 exceeded 3% of the Company’s issued share capital:
Number of shares %
Bluehone Investors LLP* 891,861 18.45%
Mr Edward McDaid 333,914 6.91%
Mr Roy Mitchell and Mrs P Mitchell 312,963 6.47%
Barclays Wealth Management (UK) 308,856 6.39%
Caricature Investments Limited** 308,311 6.38%
Henderson Global Investors (UK) 283,159 5.86%
Walker Crips Stockbrokers 157,465 3.26%
TD Direct Investing 156,308 3.23%
Fermain Capital Ltd 146,500 3.03%
* the holding of Bluehone Investors LLP is as fund manager of Active Capital Trust plc which accounts for 18.45% of the
Company’s issued share capital. W Brown is also a Director of Bluehone Investors LLP.
**Caricature Investments Limited is a company wholly owned by Mr G Wright, a Director of the Company.
The percentage of shares not in public hands (as defined in the AIM rules) at 17 August 2012 was 34.4%.
Employees
The Group places considerable value on the involvement of its employees and they are regularly briefed on the Group’s
activities through consultative meetings. Equal opportunities are given to all employees regardless of their gender, colour,
race, religion or ethnic origin. Applications for employment from disabled persons are always considered fully bearing in
mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to
ensure that their employment within the Group continues and that appropriate training is arranged. It is the policy of the
Group that training, career development and promotion of disabled persons should, as far as possible, be identical with
that of other employees.
A O R T E C H I N T E R N A T I O N A L P L C
Market Risk
Market risk encompasses two types of risk, being currency risk and fair value interest rate risk. The Group’s policies for managing fair
value interest rate risk are considered along with those for managing cash flow interest rate risk and are set out in the sub-section entitled
“interest rate risk” below.
Currency Risk
The Group is exposed to translation and transaction foreign exchange risk. The majority of the Group’s sales are to customers in the
United States. These sales are priced and invoiced in US dollars. The Group policy is to try and match the timing of the settling of these
sales and purchase invoices so as to eliminate, as far as possible, currency exposures. The move of operations from Australia to the United
States during the year has assisted in managing this risk. During the year the Group changed presentational currency for the Group
financial statements from GB Pounds to US Dollars as this is the functional currency of the trading subsidiary.
The tables below show the extent to which the Group has residual financial assets and liabilities. Foreign exchange differences on
retranslation of these assets and liabilities are taken to profit or loss of the Group, other than in respect of the retranslation of foreign
subsidiary balances arising on consolidation which are recognised in other comprehensive income and accumulated in the foreign
exchange reserve.
Net foreign currency monetary assets
Australian dollar Euro US dollar Total
US$000 US$000 US$000 US$000
2012
US Dollars 93 17 1,196 1,306
2011
US Dollars 2,128 17 35 2,180
Liquidity Risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and by investing cash
assets safely and profitably. As disclosed within the Report of the Directors, the Directors have set out their assessment of why they
believe the Group continues to remain a going concern, including the assumptions they have made in this regard.
Interest Rate Risk
The Group finances its operations through retained cash reserves.
The interest rate exposure of the financial assets and liabilities of the Group as at 31 March 2012 is shown in the table below. The table
includes trade receivables and payables as these do not attract interest and are therefore subject to fair value interest rate risk.
Fixed Floating Zero Total
US$000 US$000 US$000 US$000
Financial assets
Cash - 227 1,690 1,917
Trade receivables - - 858 858
- 227 2,548 2,775
Interest rate
Financial liabilities
Trade payables - - 132 132
- - 132 132
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Credit Risk
The Group’s principal financial assets are cash and trade receivables. The credit risk associated with the cash is limited as the
counterparties have high credit ratings assigned by international credit-rating agencies. The principal credit risk arises
therefore from trade receivables.
Capital Management Objectives
The Directors’ capital management objectives are to ensure the Group’s ability to continue as a going concern and to provide
an adequate return to shareholders. As noted in the Chairman’s Statement, the Board’s view is that this is best achieved by way
of sale of the Company, and in the interim a further fundraising is to be undertaken to maintain the Group as a going concern
whilst a sale is completed. The parent and subsidiary companies’ Boards meet regularly to review performance and discuss
future opportunities and threats with the aim of optimising sustainable returns and minimising risk.
Payables Payment Policy
The Group’s current policy concerning the payment of the majority of its trade payables is to follow the ‘Better Payment
Practice Code’ issued by the Better Payment Practice Group. For other suppliers, the Group policy is to:
a) Settle the terms of payment with those suppliers when agreeing the terms of each transaction;
b) Ensure that those suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts;
and
c) Pay in accordance with its contractual and other legal obligations.
The payment policy applies to all payables for revenue and capital supplies of goods and services without exception.
Wherever possible the overseas subsidiaries are encouraged to adopt a similar policy applying local best practice. The
Company’s average payables payment period at 31 March 2012 was 18 days (2011: 13 days).
Charitable & Political Donations
During the year the Group made no charitable or political donations (2011: nil).
Annual General Meeting
The notice convening the Annual General Meeting for 11:00am on Friday, 28 September 2012 in the Tower Suite of The
Institute of Directors, New Broad Street House, 35 New Broad Street, London, EC2M 1NH is set out on page 53. There are a
number of resolutions to be passed and further information in relation to these resolutions is set out below.
Resolutions 1 to 7
Resolution 1 provides for the approval of the Company's financial statements for the year ended 31 March 2012. Resolution
2 provides for approval of the Report of the Remuneration Committee for the year ended 31 March 2012. The vote is advisory
and the Directors entitlement to remuneration is not conditional on the resolution being passed. Resolution 3 deals with
the re-appointment of the Director required by the Company's Articles of Association to retire this year. Resolution 4 deals
with the formal appointment of Bill Brown to the Board, as required by Article 100 of the Company’s Articles of Association.
Resolution 5 deals with the re-appointment of Grant Thornton UK LLP as the Company's auditor. Following assessment by
the Audit Committee the Board considers the auditor to be effective and independent in their role.
Resolution 6 provides under the Companies Act 2006 (Section 551) the directors of a company may only allot shares if authorised to do so.
Passing this Resolution will continue the Directors’ flexibility to act in the best interests of shareholders when opportunities arise by issuing
new shares. In Resolution 6 the Company is seeking authority to allot shares with a nominal value of up to £4,027,315 which represents one
third of the Company’s issued ordinary share capital. The Directors intend to use this authority, which will lapse at the conclusion of the
next Annual General Meeting of the Company, for general corporate purposes.
Resolution 7 provides if shares are to be alloted for cash, the Companies Act 2006 requires that those shares are offered first to the existing
shareholders in proportion to the number of shares they hold at the time of the offer. However, it may sometimes be in the interests of the
Company for the Directors to allot shares other than to shareholders in proportion to their existing holdings. At last year’s Annual General
Meeting shareholders authorised the Board, subject to specified limits:
• to allot shares in connection with a rights issue, defined in summary as, an offer of equity securities to shareholders which is open
for a period decided by the Board subject to any limits or restrictions which the Board thinks are necessary or appropriate.
• to allot shares not in connection with a rights issue up to a specific amount so that the pre-emption requirement does not apply to
the allotments of shares for cash up to that amount.
This authority is required to be renewed annually. The Directors will be empowered by Resolution 7 to allot equity securities (within the
meaning of Section 560 of the Companies Act 2006) for cash without complying with the statutory pre-emption rights of shareholders under
section 561 of the Companies Act 2006, up to a maximum nominal amount of approximately £604,097. This disapplication is limited to
allotments made to ordinary shareholders and holders of any other class of equity security in proportion (as nearly as may be) to their
holdings and, otherwise, to allotments up to a maximum of 5% of the Company’s issued ordinary share capital.
There are no current plans to allot shares except in connection with the employee share schemes.
Resolutions 1 to 5 are termed ordinary business. Resolutions 6 and 7 are termed special business.
J C D Parsons
Company Secretary
AorTech International plc
Company number SCO170071
Weybridge
3 September 2012
RECOMMENDATION:
An explanation of the resolutions to be proposed is set out on pages 15 and 16 of this document. The Directors consider that all the
resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in
favour of them and unanimously recommends that you do so as well.
A O R T E C H I N T E R N A T I O N A L P L C
17
directors’ responsibilities statement
corporate governance
18
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable
law and regulations.
The Group currently has a reduced Corporate Governance structure, reflecting the present stage of development, the size of the business
and the Directors’ assessment of the cost / benefit balance of full Corporate Governance. The situation will, however, continue to be kept
under review in the light of ongoing corporate developments and scaling up of activities.
Directors
The Company is controlled by the Board of Directors which, at 31 March 2012, comprised two Executive and two non-Executive Directors
and a non-Executive Chairman. All Directors are able to take independent advice in furtherance of their duties if necessary.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors
have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and Applicable Laws) and the Group financial statements in
accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs). Under company law
the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the
state of affairs and profit or loss of the company and group for that period. In preparing these financial statements, the
Directors are required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards and IFRSs have been followed, subject to any material
departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors confirm that:
•
and
•
so far as each Director is aware, there is no relevant audit information of which the Company's auditor is unaware;
the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware
of any relevant audit information and to establish that the auditor is aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Auditor
Grant Thornton UK LLP have expressed their willingness to continue in office as auditor and a resolution to reappoint them
will be proposed at the Annual General Meeting.
BY ORDER OF THE BOARD
J C D Parsons
Company Secretary
Weybridge
3 September 2012
A O R T E C H I N T E R N A T I O N A L P L C
19
accountability & audit
report of the remuneration committee
20
The Board includes a detailed review of the performance of the Group in the Chairman’s Statement on pages 4 to 10. Reading
this alongside the Report of the Directors on pages 12 to 16 the Board seeks to present a balanced and understandable
assessment of the Group’s position and prospects.
Internal Control
The Board has formalised the review and reporting of the main internal controls within the business. In previous periods,
the Directors commissioned a risk review exercise in the course of which the key risk factors facing the Group were identified.
These areas included regulatory, research and development, commercial, human resources and information technology. The
Board will continue to review the system of internal controls within the Group.
The Board of Directors is responsible for the Group’s system of financial controls. However, it should be recognised that such
a system can provide only reasonable and not absolute assurance against material misstatement or loss.
The principal elements of the system include:
•
A clearly defined structure which delegates authority, responsibility and accountability.
•
•
•
A comprehensive system for reporting financial results. Actual results are measured monthly against budget which
together with a commentary on variances and other unusual items allows the Board to monitor the Group’s
performance on a regular basis.
A comprehensive annual planning and budgeting programme.
A revision of annual forecasts on a periodic basis.
There is no independent internal audit function. The Directors believe that such a function would not be cost effective given
the current size of the Group but they will continue to monitor the situation as the Group goes forward. The Board has
reviewed the effectiveness of the system of internal controls as outlined above and considers the Group has an established
system which the Directors believe to be appropriate to the business.
Audit Committee
The Audit Committee, comprising the non-Executive Directors and chaired by W Brown, meets at least twice per year and
overviews the monitoring of the Group’s internal controls, accounting policies, financial reporting and provides a forum
through which the external auditor reports, as well as ensuring the auditor remains independent of the Company. It meets
at least once a year with the external auditor without Executive Board members present.
Audit independence
Under the Ethical Standards issued by the Auditing Practices Board, an audit engagement partner responsible for the audit
of a listed company normally serves in that role for a period of no more than five years. However, there is scope for Audit
Committees to decide that a degree of flexibility over the timing of rotation is necessary to safeguard the quality of the audit.
The Audit Committee has determined that, due to the substantial changes occurring in respect of the nature and structure
of the Group’s business, and in particular the relocation of the primary manufacturing operations of the Group from
Melbourne, Australia to the Minneapolis / St Paul area in the United States, it would be in the interests of audit quality that
the current audit engagement partner should continue in his role for the audit of the 2012 accounts. The Audit Committee
is satisfied that by the application of safeguards, the extension does not undermine the objectivity and independence of the
auditor.
Grant Thornton UK LLP has agreed to these extensions, which will bring the total period served by the audit engagement
partner to seven years, as permitted by Ethical Standards.
A O R T E C H I N T E R N A T I O N A L P L C
This report has been prepared largely in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, which introduced new statutory requirements for the disclosure of Directors’ remuneration in respect of periods
commencing on or after 6 April 2008. The report also meets the relevant requirements of the AIM Rules and describes how the Board has
applied the Principles of Good Governance relating to Directors’ remuneration. In accordance with best practice, notwithstanding that these
regulations do not apply to AIM companies, a resolution to approve the report will be proposed at the Annual General Meeting of the
Company at which the financial statements will be approved.
Remuneration Committee
The Remuneration Committee comprises the non-Executive Directors as follows:
G Wright (Chairman)
W Brown
J Pither
As appropriate, the Committee may invite the Chief Executive to participate in some of its discussions. No Director plays a part in any
discussion about his own remuneration.
The Committee is responsible for determining the terms and conditions of employment of Executive Directors. It is also responsible for
considering management recommendations for remuneration and employment terms of the Group’s staff, including incentive arrangements
for bonus payments and grants of share options.
The constitution and operation of the Committee is in compliance with the provisions of The UK Corporate Governance Code (June 2010).
When setting its remuneration policy the Committee gives full consideration to the provisions and principles of the Code. In setting the
policy it considers a number of factors including:
•
•
•
The basic salaries and benefits available to executive Directors and senior management of comparable companies.
The need to attract and retain Directors and senior management of an appropriate calibre.
The need to ensure Executive Directors’ and senior management’s commitment to the future success of the Group by means of
incentive schemes.
Remuneration of non-Executive Directors
The remuneration of the non-Executive Directors is determined by the Board with reference to the annual survey of independent Directors
carried out by Independent Remuneration Solutions.
The non-Executive Directors do not receive any pension or other benefits from the Company, nor do they participate in any of the bonus
schemes.
The non-Executive Directors have service agreements, which are reviewed by the Board annually, and they are also included in the one third
of Directors subject to retirement by rotation at each Annual General Meeting.
Remuneration of Executive Directors
The Executive Directors have service contracts, which can be terminated on one year’s notice by either party. The Remuneration Committee
will review each case of early termination individually in order to ensure compensation settlements are made which are appropriate to the
circumstances, taking care to ensure that poor performance is not rewarded. The most recent executed contract for the Executive Director
was for E McDaid on 14 July 2011. The Company’s remuneration policy for Executive Directors is to:
•
•
•
•
Have regard to the individual’s experience and the nature and complexity of their work in order to pay a competitive salary that
attracts and retains management of the highest quality.
Link individual remuneration packages to the Group’s long term performance through the award of share options and bonus
schemes.
Provide post retirement benefits through defined contribution pension schemes.
Provide employment related benefits including the provision of a company car, life assurance, medical
insurance and insurance relating to the individual’s duties.
21
22
Salaries and Benefits
The Remuneration Committee meets twice each year to consider and set the annual salaries and benefits for the Executive
Directors, having regard to personal performance and independent advice concerning comparable organisations.
Directors’ Interests In Shares
The interests of Directors in shares of the Company are included in the Report of the Directors on page 9.
Directors’ Interests In Share Options
The details of options held by Directors are set out below:
Number of options
At 1 Granted/ At 31 Date
April (expired) March Exercise from which Expiry
2010 during year 2011 price exercisable date
(i) Approved Share Option Scheme
F Maguire 12,000 - 12,000 $4.00 11/07/2005 29/06/2014
(ii) Unapproved Share Option Scheme
F Maguire 7,000 - 7,000 $4.00 11/07/2005 29/06/2014
19,000 - 19,000 $4.48 08/08/2005 29/06/2014
25,000 - 25,000 $4.00 14/07/2006 29/06/2014
200,000 - 200,000 $4.00 30/06/2007 29/06/2014
J Pither 20,000 - 20,000 $5.20 01/09/2009 01/09/2016
J Pither 5,000 - 5,000 $4.00 16/06/2013 15/06/2020
Dr S Rollason 13,000 (13,000) - $5.20 - -
Dr S Rollason 5,000 (5,000) - $4.00 - -
The range in the mid market price of the Company’s shares during the year ended 31 March 2012 was from £1.405 to £3.71.
The mid market price on 31 March 2012 was £3.24.
On behalf of the Board
Gordon Wright
Chairman of the Remuneration Committee
3 September 2012
Share Options
The Company operates an Approved Share Option Scheme and an Unapproved Share Option Scheme.
Only Executive Directors and employees of the Group resident in the UK are eligible to participate in the Share Option Scheme,
which has been approved by HM Revenue and Customs under the provisions of Schedule 9 to the Income and Corporation
Taxes Act 1988.
Any person who at the date of grant is approved by the Board is entitled to participate in the Unapproved Share Option
Scheme.
The award of options under both schemes is at the discretion of the Remuneration Committee.
The options issued to date under both schemes will only be exercisable if the average mid market closing price of the
Company’s shares on the five business days prior to the date of exercise exceeds the option price by 15% or more and after
the elapse of three years from the date of grant of the option.
Pensions
The Group made contributions to a personal pension plan for F Maguire at the rate of 10% of pensionable salary.
Directors’ Emoluments - audited
Details of individual Director’s emoluments for the year are as follows:
2012 2011
Salary Benefits Pension
& fees in kind contributions Total Total
US$ US$ US$ US$ US$
Executive
F Maguire 292,576 11,537 24,035 328,148 331,798
E McDaid 94,539 - - 94,539 -
Non-executive
J Pither 48,071 - - 48,071 46,620
Dr S Rollason 24,636 - - 24,636 32,634
E McDaid - - - - 46,620
G Wright 36,854 - - 36,854 27,972
W Brown 32,247 32,247 -
528,923 11,537 24,035 564,495 485,644
Benefits in kind include the provision of a company car and medical insurance.
J Pither is employed by Surrey Management Services Limited ('Surrey’) in the provision of services to the Company. All of the
emoluments of J Pither above are represented by payments made by the Company to Surrey in respect of those services.
Dr S Rollason was, and W Brown is employed by Bluehone Investors LLP (‘Bluehone’) in the provision of services to the Company. All
of the emoluments of Dr S Rollason and W Brown above are represented by payments made by the Company to Bluehone in respect
of these services.
A O R T E C H I N T E R N A T I O N A L P L C
23
independant auditor’s report
To the Members of AorTech International plc
24
We have audited the Group financial statements of AorTech International Plc for the year ended 31 March 2012 which
comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance
sheet, the consolidated cash flow statement, the consolidated statement of changes in equity and the related notes. The
financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 17, the Directors are responsible for the
preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the Group financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s)
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
www.frc.org.uk/apb/scope/private.cfm
is provided on the APB's website at
Opinion on financial statements
In our opinion the Group financial statements:
•
•
•
give a true and fair view of the state of the Group's affairs as at 31 March 2012 and of its profit for the year then
ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Emphasis of matter – Going concern
In forming our opinion on the Group financial statements, which is not modified, we have considered the adequacy of the disclosure made
in Note 1, Basis of Presentation, to the Group financial statements concerning the Group’s ability to continue as a going concern. The Board
intends to implement a fundraising in the short term to raise sufficient finance to enable the Company to continue to trade for the foreseeable
future. The outcome of this fundraising represents a material uncertainty as to whether the Group has sufficient resources to continue in
operational existence for the following twelve months. These conditions, along with the other matters explained in Note 1, Basis of
Presentation, to the Group financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the
Group’s ability to continue as a going concern. The Group financial statements do not include the adjustments that would result if the Group
was unable to continue as a going concern.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Report of the Directors for the financial year for which the Group financial statements are prepared
is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
•
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the parent company financial statements of AorTech International Plc for the year ended 31 March 2012.
That report includes an emphasis of matter.
John Bowler
Senior Statutory Auditor
For and on behalf of
GRANT THORNTON UK LLP
STATUTORY AUDITOR, CHARTERED ACCOUNTANTS
Leicester
3 September 2012
A O R T E C H I N T E R N A T I O N A L P L C
25
consolidated income statement
consolidated statement
of comprehensive income
26
Year ended Year ended
31 March 31 March
2012 2011
Notes US$000 US$000
Year ended Year ended
31 March 31 March
2012 2011
US$000 US$000
Revenue 3
5,038
2,440
Profit / (loss) for the year 57 (3,887)
Other comprehensive income:
734
Exchange differences on translating foreign operations 26
-
Income tax relating to other comprehensive income -
Other comprehensive income for the year, net of tax 26
734
Total comprehensive income for the year, attributable
to equity holders of the parent company
83 (3,153)
Other income - grants received
638
510
Cost of sales (701) (555)
Administrative expenses (3,130) (3,399)
(2,072)
Other expenses - development expenditure (798)
(707)
Other expenses - impairment of property, plant and equipment 11 -
(236)
Other expenses - amortisation of intangible assets 10 (248)
Operating profit / (loss) before exceptional item 799
(4,019)
Exceptional item – cost of transfer of operations to USA (761)
-
Operating profit / (loss) 3 38
(4,019)
Finance income 7 19 132
Profit / (loss) before taxation 8 57
Taxation 8 -
Profit / (loss) attributable to equity holders of the parent company 57
(3,887)
-
(3,887)
Earnings / (loss) per share
Basic and diluted – (US cents per share) 9 1.18
(80.42)
A O R T E C H I N T E R N A T I O N A L P L C
27
consolidated balance sheet
consolidated cash flow statement
28
31 March 31 March 31 March
2012 2011 2010
Notes US$000 US$000 US$000
Assets
Non current assets
2,146
Intangible assets 10 2,012 2,188
1,082
Property, plant and equipment 11 621 346
Total non current assets 2,633 2,534 3,228
Current assets
Inventories 12 203 234 226
Trade and other receivables 14 956 1,081 1,295
Cash and cash equivalents 15 1,917 2,214 4,348
Year ended Year ended
31 March 31 March
2012 2011
US$000 US$000
Cash flows from operating activities
Group profit / (loss) after tax 57 (3,887)
Adjustments for:
351
Depreciation of property, plant and equipment 53
Impairment of property, plant and equipment -
707
Loss on disposal of property, plant and equipment
23 -
Amortisation of intangible assets 248 236
Interest income (19) (132)
125 288
Decrease in trade and other receivables
Decrease in inventories
31 12
(Decrease) / increase in trade and other payables (437) 57
Total current assets 3,076 3,529
5,869
Net cash flow from operating activities 81 (2,368)
Total assets 5,709 6,063 9,097
Liabilities
Current liabilities
(939)
Trade and other payables 16 (439) (1,058)
Cash flows from investing activities
Purchase of property, plant and equipment (671) (205)
320 -
Proceeds from disposal of property, plant and equipment
Purchases of intangible assets (49) -
19 132
Interest received
Total current liabilities (439) (1,058)
(939)
Net cash flow from investing activities (381) (73)
Non current liabilities
Trade and other payables 16 (182) - -
Net decrease in cash and cash equivalents (300) (2,441)
Foreign exchange movements on cash held in foreign currencies
3 307
2,214 4,348
Cash and cash equivalents at beginning of year
Total liabilities (621) (1,058) (939)
Cash and cash equivalents at end of year
1,917 2,214
Net assets 5,088 5,005 8,158
Equity
Issued capital 19 19,319 19,370 18,210
Share premium 19 3,742 3,751
3,527
Other reserve (3,203) (3,211) (3,019)
Foreign exchange reserve 4,819 4,741
5,199
Profit and loss account (19,589) (19,646) (15,759)
Total equity attributable to equity holders of the parent 5,088 5,005 8,158
The Group financial statements were approved by the Board on 3 September 2012 and were signed on its behalf by
W Brown, Chairman E McDaid, Director
A O R T E C H I N T E R N A T I O N A L P L C
consolidated
statement of changes in equity
29
notes to the financial statement
30
Share Foreign Profit
Share premium Other exchange and loss Total
capital account reserve reserve account equity
US$000 US$000 US$000 US$000 US$000 US$000
Balance at 31 March 2010 18,210 3,527 (3,019) 5,199 (15,759) 8,158
Transactions with owners - - - - - -
Loss for the year - - - - (3,887) (3,887)
Other comprehensive income
Exchange difference on translating
foreign operations 1,160 224 (192) (458) - 734
Income tax relating to components
of other comprehensive income - - - - - -
Total comprehensive income for the year 1,160 224 (192) (458) (3,887) (3,153)
Balance at 31 March 2011 19,370 3,751 (3,211) 4,741 (19,646) 5,005
Transactions with owners - - - - - -
Profit for the year - - - - 57 57
Other comprehensive income
Exchange difference on translating
foreign operations (51) (9) 8 78 - 26
Income tax relating to components
of other comprehensive income - - - - - -
Total comprehensive income for the year (51) (9) 8 78 57 83
Balance at 31 March 2012 19,319 3,742 (3,203) 4,819 (19,589) 5,088
1
Basis of preparation
The Group financial statements are for the year ended 31 March 2012. They have been prepared in compliance with International Financial
Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRIC) interpretations as adopted by the European Union as at 31 March
2012.
The Group financial statements have been prepared under the historical cost convention.
The accounting policies remain unchanged from the previous year, other than the change in presentational currency, as disclosed below.
Going concern
The Board intends to implement a fundraising in the short term to raise sufficient finance to enable the Company to continue to trade for
the foreseeable future.
Whilst the Directors are confident that the fundraising will be successful, until it has been completed this represents a material uncertainty
regarding the Group's ability to continue as a going concern.
Nevertheless, after considering the year end cash position, making appropriate enquiries and reviewing budgets and profit and cash flow
forecasts for a period of at least twelve months from the date of signing these financial statements, and in particular taking account of
achieving a successful fundraising as detailed above and in our Chairman's statement, the Directors have formed a judgement at the time
of approving the financial statements that there is a reasonable expectation that the Group has sufficient resources to continue in
operational existence for the foreseeable future. For this reason the Directors consider the adoption of the going concern basis in preparing
the Group financial statements is appropriate.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the
Group in the 31 March 2012 financial statements.
At the date of authorisation of these consolidated financial statements, certain new standards, amendments and interpretations to existing
standards have been published but are not yet effective, and have not been adopted early by the Group.
Management anticipates that all of the pronouncements will be adopted in the Group's accounting policies for the first period beginning
after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be
relevant to the Group’s financial statements is provided below. Certain other new standards and interpretations have been issued but are
not expected to have a material impact on the Group's financial statements.
New Accounting standards issued but not adopted:
•
•
•
•
•
IFRS 9 Financial Instruments (effective 1 January 2015)
IFRS 10 Consolidated Financial Statements (effective 1 January 2013)
IAS 19 Employee Benefits (Revised June 2011) (effective 1 January 2013)
Deferred Tax: Recovery of Underlying Assets - Amendments to IAS 12 Income Taxes (effective 1 January 2012)
Presentation of Items of Other Comprehensive Income – Amendments to IAS 1 (effective 1 July 2012)
Presentational currency
The Group’s revenues, profits and cash flows are primarily generated in US dollars, and are expected to remain principally denominated
in US dollars in the future. During the year, the Group changed the currency in which it presents its consolidated financial statements
from pounds sterling to US dollars, in order to better reflect the underlying performance of the Group.
A O R T E C H I N T E R N A T I O N A L P L C
31
32
A change in presentation currency is a change in accounting policy which is accounted for retrospectively. Statutory financial
information included in the Group’s Annual Report and Accounts for the year ended 31 March 2012 previously reported in
sterling has been restated into US dollars using the procedures outlined below:
- assets and liabilities denominated in non-US dollar currencies were translated into US dollars at the closing rates of exchange
on the relevant balance sheet date;
- non-US dollar income and expenditure were translated at the average rates of exchange prevailing for the relevant period;
- the cumulative hedging and translation reserves were set to nil at 1 April 2006, the date of transition to IFRS, and these
reserves have been restated on the basis that the Group has reported in US dollars since that date. Issued capital, share
premium and the other reserves have been retranslated into US dollars at the closing rates of exchange on the relevant balance
sheet date.
- all exchange rates were extracted from the Group’s underlying financial records.
2
Principal accounting policies
Basis of consolidation
Government grants / assistance
Government grants in respect of capital expenditure are credited to a deferred income account and are released to the income statement
on a reducing balance basis over the expected useful lives of the relevant assets. As such, a proportion of deferred income is shown on
the balance sheet as a non current liability. Government grants which are income in nature are credited to the income statement in the
same period as the related expenditure so as to match them with the related costs which they are intended to compensate, on a systematic
basis.
Interest
Interest income is the interest earned on cash or cash equivalents held with the Group’s bankers and recognised within the period earned,
accrued on a time basis by reference to the principal outstanding and at the effective rate applicable.
Employee benefits
Defined contribution pension scheme: The pension costs charged against profits are the contributions payable to the scheme in respect
of the accounting period.
Exceptional items
Items considered significant by virtue of their size or nature are separately disclosed on the face of the Income Statement to enable a full
understanding of the Group’s financial performance.
The Group financial statements consolidate those of the Company and all of its subsidiary undertakings. Subsidiaries are
entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its
activities. The Group obtains and exercises control through voting rights.
Intangible assets
(a) Patents and trademarks (intellectual property):
Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by
the Group.
Revenue
Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied
and services provided, excluding VAT, sales between Group companies and trade discounts, as follows:
(a) Supply of materials and finished goods: Revenue from the supply of materials and finished goods is recognised when
the significant risks and benefits of ownership of the product have transferred to the buyer, which may be on shipment,
receipt of the goods by the customer or upon completion of the product and the product being ready for delivery,
based on the specific contract terms.
(b) Licence fees: Upfront payments in respect of licence revenues for access by third parties to the Group’s technology
are recognised as revenue once a third party has a binding contractual obligation to the Group based on the specific
contract terms and the Group has no remaining obligations to perform.
(c) Milestone payments: Milestone payments are recognised once the Group’s obligations for each milestone have been
met and the Group has achieved a right to be paid in return for their contractual performance.
(d) Royalty revenues: Royalty revenues are recognised as earned in accordance with third parties’ sales of the underlying
products.
Patents and trademarks (intellectual property) are included at cost less estimated residual amount and are amortised on a straight line
basis over their useful economic lives of 20 years, which corresponds to the lives of the individual patents.
(b) Research and development:
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an individual project is recognised
only when the Group can demonstrate all of the following:
• the technical feasibility of the intangible asset so that it will be available for use or sale. In practice this will be when the Group
is satisfied that the appropriate regulatory hurdles have been or will be achieved.
• its intention to complete and its ability to use or sell the asset.
• how the asset will generate future economic benefits.
• the availability of economic resources to complete the asset.
• the ability to measure the expenditure during development.
The Group does not currently have any such internal or external development costs that qualify for capitalisation as intangible assets.
Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less
any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete
and the asset is available for use. It is amortised over the period of expected future sales. Assets are tested for impairment when an
impairment trigger occurs.
A O R T E C H I N T E R N A T I O N A L P L C
33
34
Careful judgement by the Directors is applied when deciding whether the recognition requirements for development costs
have been met. This is necessary as the economic success of any product development is uncertain and may be subject to
future technical problems at the time of recognition. Judgements are based on the information available at each balance
sheet date.
Inventories are stated at the lower of cost and net realisable value. Costs of ordinarily interchangeable items are assigned using the first
in, first out cost formula. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on
normal levels of activity. Net realisable value is based on estimated selling prices less any further costs expected to be incurred to
completion and disposal.
Property, plant and equipment
Financial assets
Property, plant and equipment is stated at cost, including any incidental costs of acquisition, net of accumulated deprecia-
tion and any accumulated provision for impairment. No depreciation is charged until the asset is brought into use.
Financial assets fall into the following category: Loans and receivables.
Inventories
Disposal of assets
The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the
carrying amount of the asset and is recognised in profit or loss. The gain or loss arising from the sale or revaluation of held
for sale assets is included in "other income" or "other expense" in the income statement. Any revaluation surplus remaining
in equity on disposal of the asset is transferred to the profit and loss reserve.
Depreciation
Depreciation is calculated to write off the cost of all property, plant and equipment less estimated residual value by the re-
ducing balance method where it reflects the basis of consumption of the assets over their estimated useful economic lives.
The periods generally applicable are:
Leasehold property improvements: Period of lease
Plant and equipment 2½ years
Fixtures and fittings 2½ - 5 years
Material residual value estimates are updated as required, but at least annually.
Impairment testing of intangible assets and property, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash flows (cash-generating units). As a result some assets are tested individually for impairment and some are tested at a
cash-generating unit level.
Individual assets or cash-generating units that include intangible assets with an indefinite useful life, and those intangible as-
sets not yet available for use are tested for impairment at least annually. All other individual assets or cash-generating units
are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recov-
erable.
An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and
value in use based on an internal discounted cash flow evaluation.All assets are subsequently reassessed for indications that
an impairment loss previously recognised may no longer exist.
Leased assets
The Group has a property lease on its facility in Rogers, Minneapolis, and leases plant and equipment in the US. These
leases are regarded as operating leases and the payments made are charged to profit or loss on a straight line basis over the
lease term. Amounts received up front as lease incentives are held as other payables and are released to profit or loss on a
straight line basis over the lease term.
A O R T E C H I N T E R N A T I O N A L P L C
All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are
recognised at fair value plus transaction costs.
Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. Trade and other receivables are measured subsequent to initial recognition at amortised cost using the effective interest method,
less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in profit or loss.
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to
it in accordance with the original terms of those receivables. The amount of the
write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows
discounted at the original effective interest rate. An assessment for impairment is undertaken at least at each balance sheet date.
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.
Financial liabilities
Financial liabilities fall into the following category: Financial liabilities at amortised cost
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the
contractual provisions of the instrument. All financial liabilities are recorded initially at fair value, net of direct issue costs.
All financial liabilities are subsequently recorded at amortised cost using the effective interest method, with interest related charges
recognised as an expense in finance cost in the income statement. Finance charges, including premiums payable on settlement or
redemption and direct issue costs, are charged to the income statement on an accruals basis using the effective interest method and are
added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or
expires.
Taxation
Current tax is the tax currently payable based on taxable profit for the accounting period.
Deferred taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference
between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition
of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or
accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries is not provided if reversal of these
temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. In addition,
tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax
assets.
35
36
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is
probable that the underlying deductible temporary differences will be able to be offset against future taxable income.
Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the balance sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in profit or loss, except where they
relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or cred-
ited directly to equity. Tax which relates to items recognised in other comprehensive income is recognised in other compre-
hensive income.
Equity
Equity comprises the following:
•
•
“Issued capital” represents the nominal value of equity shares.
"Share premium" represents the excess over nominal value of the fair value of cash consideration received for
equity shares, net of expenses of the share issue.
"Other reserve" represents the difference arising on consolidation between the nominal value of AorTech
International Plc shares issued (£3,206,884) and the nominal value of AorTech Biomaterials Limited (formerly
AorTech Europe Limited) shares acquired (£1,001,884) and the associated share premium account (£201,857) in the
company. This acquisition was prior to the transition to IFRS.
"Foreign exchange reserve" represents the differences arising from translation of net investments in overseas
subsidiaries.
"Profit and loss account" represents retained profits.
•
•
•
Share based employee compensation
The Group operates equity settled share based compensation plans for the remuneration of its employees.
All employee services received in exchange for the grant of any share based compensation are measured at their fair values.
These are indirectly determined by reference to the fair value of the share option awarded. Their value is appraised at the
grant date and excludes the impact of any non-market vesting conditions (e.g. profitability or sales growth targets).
All share based compensation, where material, is ultimately recognised as an expense in the income statement with a
corresponding credit to the other reserve, net of deferred tax where applicable. If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting period, based on the best available estimate of the number of shares options
expected to vest. Non market vesting conditions are included in assumptions about the number of options that are expected
to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options ex-
pected to vest differs from previous estimates. No adjustment to expense recognised in prior periods is made if fewer share
options ultimately are exercised than originally estimated.
Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, up to the nominal
value of the shares issued are allocated to share capital with any excess being recorded as share premium. At this time, the
appropriate balance in the other reserve relating to the share options exercised is transferred to retained earnings by way of
a transfer within reserves.
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities
in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Non-monetary items that are measured at
historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are
measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at
which they were initially recorded are recognised in profit or loss in the period in which they arise. Exchange differences on non-monetary
items are recognised in other comprehensive income to the extent that they relate to a gain or loss on that non-monetary item taken to
other comprehensive income, otherwise such gains and losses are recognised in the profit or loss.
The assets and liabilities in the financial statements of foreign subsidiaries are translated at the rate of exchange ruling at the balance
sheet date. Income and expenses are translated at the average of exchange rates in force at the end of each month of the reporting
period. All resulting exchange differences are recognised in other comprehensive income and accumulated in a separate component of
equity. On disposal of a foreign operation the cumulative translation differences (including, if applicable, gains and losses on related
hedges) are reclassified from equity to profit or loss as a reclassification adjustment as part of the gain or loss on disposal.
The Group has taken advantage of the exemption in IFRS 1 and has deemed cumulative translation differences for all foreign operations
to be nil at the date of transition to IFRS. The gain or loss on disposal of these operations excludes translation differences that arose
before the date of transition to IFRS and includes later translation differences.
Use of accounting estimates and judgements
Many of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and
estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to prior experience, but
actual results may differ from the amounts included in the financial statements. Information about such judgements and estimation is
contained in the accounting policies and/or the notes to the financial statements and the key areas are summarised below:
Judgements in applying accounting policies:
a) Capitalisation of development costs requires detailed analysis of the technical feasibility and commercial viability of the project.
To date the Group has written off all such development costs because the specific criteria for capitalisation have not been met,
although the Board regularly reviews this judgement in respect of specific development projects.
b) The Directors must judge whether future profitability is likely in making the decision whether or not to create a deferred tax
asset. At this stage the timing of future profits is insufficiently certain to warrant inclusion of a deferred tax asset.
c) Identification of functional currencies requires analysis of the economic environments of the subsidiaries of the Group and the
selection of the presentational currency must reflect the requirements of the users of those statements.
d) Revenue recognition requires the Directors to assess the terms of contracts and to determine whether specific obligations have
been met before recognising revenue in relation to licence fees and milestone payments, as well as assessing whether any
provision for impairment is necessary through the estimation of future cash flows. Specifically the Directors have assessed the
restructured licence agreement and ensured all contract milestones have been met before recognising the relevant revenue in
full in the March 2012 financial year.
e) The closure of the Australian operations has been judged not to represent a discontinued operation under IFRS 5, but rather the
transfer of the manufacturing capability to a different geographical location.
Foreign currencies
Sources of estimation uncertainty:
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The Company’s functional currency is Sterling
and the Group’s presentational currency has changed in the year from Sterling to US Dollars.
a) Estimates are required as to intangible asset carrying values and impairment charges.
b) Estimates of future profitability are required for the decision whether or not to create a deferred tax asset.
c) Depreciation rates are based on estimates of the useful lives and residual values of the assets involved.
A O R T E C H I N T E R N A T I O N A L P L C
37
38
3
Segmental reporting
The principal activity of the AorTech International Plc Group currently is the development and exploitation of a range of
innovative biomaterials and medical devices.
The Group’s operating segments are based on geographical location of operations.
2012 2011
Analysis of revenue by destination by
products and services and by geographical area US$000 US$000
United Kingdom
6
Supply of materials and finished goods 5
Australia
2
Supply of materials and finished goods -
USA
Supply of materials and finished goods 694 1,444
Milestone payments - services - 976
Licence fees - services 4,338 9
Royalty revenue 1 3
5,038 2,440
During the year ended 31 March 2012, 76.0% of the Group’s revenues depended upon a single customer (2011: 61.0%).
2012 2011
Analysis of result - operating profit / (loss) US$000 US$000
United Kingdom (551) (636)
Australia 3,281 (2,603)
USA (2,692) (780)
38 (4,019)
Analysis of non-current assets by location
United Kingdom 1,963 -
Australia - 2534
-
USA 670
2,633 2,534
4
Remuneration of Directors and key management personnel
Key management personnel 2012 2011
US$000 US$000
Emoluments – short-term employee benefits 1,184 1,053
Pension costs – post-employment benefits 32 81
1,216 1,134
The key management personnel whose remuneration is included in the table above are a former Director and the former
Company Secretary of AorTech Biomaterials Pty Limited; the former Vice President of Research & Development, the Financial
Controller, the Chief Scientific Officer and the Vice-President Operations & Quality of AorTech Polymers & Medical Devices,
Inc; and the five Directors of the parent company.
Please see the Report of the Remuneration Committee on page 18 for full details of Directors’ emoluments which have been
audited.
Included in the aggregate emoluments for the year ended 31 March 2012 are payments of $91,000 (2011: $79,000) made by
the Company to third parties. The highest paid Director received total emoluments of $328,148 including pension contributions
of $24,035 (2011: total emoluments of $331,798 including pension contributions of $23,310).
5
Profit / (Loss) before taxation
2012 2011
Profit / (loss) before taxation has been arrived at after charging / (crediting): US$000 US$000
Foreign exchange differences 5
(25)
Depreciation and amortisation:
Depreciation of property, plant and equipment 53 351
Impairment of property, plant and equipment - 707
Amortisation of intangible assets 248 236
Employee benefits expense:
Employee costs (Note 6) 2,608 2,508
Land and buildings held under operating leases:
Other operating leases 127 328
Audit and non-audit services:
Fees payable to the Company’s auditor and its associates
for the audit of the Group financial statements 125 74
Fees payable to the Company’s auditor and its associates for other services :
The audit of the Company’s subsidiaries pursuant to legislation 1 1
Tax services 27 5
Other services 12 2
A O R T E C H I N T E R N A T I O N A L P L C
39
40
6
Employees
2012 2011
US$000 US$000
Employee costs (including Directors):
Wages and salaries 2,522 2,317
Pension costs 86 191
2,608 2,508
The average number of employees (including Directors) during the year was made up as follows:
2012 2011
Numbers Numbers
Production 4 5
Sales 2 1
Development and quality control 10 14
Administration 9 12
25 32
7
Finance income
2012 2011
US$000 US$000
Bank interest receivable 19 132
8
Income tax expense
No current tax or deferred tax expense arises on the profit/(loss) for the year.
The tax assessed for the year differs from the standard rate of corporation tax as applied in the respective trading domains
where the Group operates. The differences are explained below:
2012 2011
US$000 US$000
Unrelieved tax losses remain available to offset against future taxable profits. These losses have not been recognised as deferred
tax assets within the financial statements as they do not meet the conditions required in accordance with IAS 12. Losses carried
forward in the UK total $6,268,000 – tax effect is $1,504,000 (2011: $5,718,000 – tax effect $1,487,000). Losses carried forward
in Australia total $nil following the closure of operations and utilisation against taxable gains. Losses in the USA total $4,232,000
– tax effect $1,016,000 (2011: $2,294,000 - tax effect $597,000).
9
Earnings / (loss) per share
2012
US$000
2011
US$000
Earnings / (loss) for the year attributable to equity shareholders
57 (3,887)
Earnings / (loss) per share
1.18 (80.42)
Basic and diluted (US cents per share)
Shares Shares
Issued ordinary shares at start of the year 4,832,778 4,832,778
Ordinary shares issued in the year - -
Issued ordinary shares at end of the year 4,832,778 4,832,778
Weighted average number of shares in issue for the year 4,832,778 4,832,778
The diluted earnings per share is not materially different from the basic earnings per share. The diluted loss per
share does not differ from the basic loss per share as the exercise of share options would have the effect of reducing
the loss per share and is therefore not dilutive under the terms of IAS 33.
10
Intangible assets
Intellectual property
Valuation
At 1 April 2010
Exchange differences
At 31 March 2011
Exchange differences
Additions during year
US$000
4,292
571
4,863
35
49
Profit / (loss) for the year before tax
57 (3,887)
At 31 March 2012
4,947
Profit/(loss) for year multiplied by the respective standard rate
of corporation tax applicable in each domain
(average 26%: 2011 - 28%)
15 (1,088)
Exchange differences
Amortisation
At 1 April 2010
Effects of:
Depreciation for the year differs from capital allowances
and other temporary differences 42 (17)
Expenses not deductible for tax purposes and other tax differences
406
Taxable gains – Australia
531 -
Other tax deductions (209) -
Losses not utilised
647 940
Losses utilised (1,026) (241)
-
Tax on profit / (loss) for the year
- -
Charge for the year
At 31 March 2011
Exchange differences
Charge for the year
At 31 March 2012
Net book value
At 1 April 2010
At 31 March 2011
At 31 March 2012
2,146
293
236
2,675
12
248
2,935
2,146
2,188
2,012
A O R T E C H I N T E R N A T I O N A L P L C
41
42
11
Property, plant and equipment
Property Plant Fixtures
improvements & equipment & fittings Total
US$000 US$000 US$000 US$000
Cost
At 1 April 2010 1,234 1,847 380 3,461
Additions 29 173 10 212
Exchange differences 165 247 49 461
At 31 March 2011 1,428 2,267 439 4,134
Additions 535 136 - 671
Disposals / written off in year (1,428) (2,264) (439) (4,131)
At 31 March 2012 535 139 - 674
Depreciation
At 1 April 2010 550 1,543 286 2,379
Charge for the year 154 166 31 351
Impairment charge 626 - 81 707
Exchange differences 98 212 41 351
At 31 March 2011 1,428 1,921 439 3,788
Charge for the year 41 12 - 53
Disposals / written off in year (1,428) (1,921) (439) (3,788)
At 31 March 2012 41 12 - 53
Net book value
At 1 April 2010 684 304 94 1,082
At 31 March 2011 - 346 - 346
At 31 March 2012 494 127 - 621
The property improvements and fixtures & fittings in Australia were fully impaired in the prior year as a result of the post
year end transfer of manufacturing operations to the USA. As part of the transfer, the plant and equipment was disposed of
and the property improvements and fixtures & fittings cost and accumulated depreciation remaining were written off.
12
Inventories
2012 2011 2010
US$000 US$000 US$000
Raw materials 102 157 176
Finished goods 101 77 50
203 234 226
In 2012 a total of $339,000 of inventories was included in the income statement as an expense (2011: $409,000). There was
no amount resulting from writedowns of inventories in either 2012 or 2011. There were no reversals of previous writedowns
that were recognised in the income statement in either 2012 or 2011.
A O R T E C H I N T E R N A T I O N A L P L C
13 Financial instruments
Risk management
The Group’s financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables.
These arise directly from the Group’s operations and it is the Group’s policy that no trading in financial instruments shall be undertaken.
The Board reviews and agrees policies to manage risk to ensure that the entities within the Group will be able to continue as a going concern
whilst maximising the return to stakeholders through the effective management of liquid resources raised through share issues.
Categories of financial instrument
Financial assets – loans and receivables
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Liabilities at amortised cost
2012
US$000
2011
US$000
2010
US$000
1,917
956
2,873
(621)
(621)
2,214
1,081
3,295
(1,058)
(1,058)
4,348
1,295
5,643
(939)
(939)
All amounts are short-term (all payable within six months) and their carrying values are considered reasonable approximations of fair value.
Foreign currency risk
The Group has a non-trading Australian subsidiary whose functional currency is the Australian dollar and a US subsidiary whose functional
currency is the US dollar.
Cash balances are carried within the Group in bank accounts, which comprise the following currency holdings:
Sterling
US dollars
Australian dollars
Euros
2012
US$000
1,199
608
93
17
1,917
2011
US$000
2010
US$000
35
95
242
18
390
72
48
246
17
383
In addition to cash holdings the following short term deposits are placed for up to 7 months depending on the Group’s funding requirements:
Australian dollars
2012
US$000
-
-
2011
US$000
1,824
1,824
2010
US$000
3,965
3,965
43
44
Interest rate risk
The Group finances its operations through equity fundraising and does not currently carry any borrowings. The cash balances
and short term deposits are held at both fixed and floating rates as follows:
Interest rate
%
0%
0.50%
2012
£000
1,690
227
Cash
Short term deposits
Interest rate
%
2011
£000
Interest rate
%
0%
0.50%
6.05%
6.00%
5.50%
0%
0.50%
4,75%
6.05%
6.00%
5.50%
4.82%
4.75%
4.63%
4.57%
140
58
192
165
61
309
207
258
309
515
2010
£000
329
54
1,510
2,274
181
1,917
2,214
4,348
Sensitivity analysis
If, for example, there had been a rise or fall of interest rates over the year of 1%, this would have resulted in an increase/decrease
in profit and equity of $18,000 (2011: $33,000), all other variables remaining constant.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
In order to minimise this risk the Group endeavours only to deal with companies which are demonstrably creditworthy and
this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk in the
case of both the cash and short term deposits is the value of the outstanding amount.
The Group has trade receivables resulting from sales and other receivables from provision of other services which the
management consider to be of low risk. The management do not consider that there is any concentration of risk within either
trade or other receivables.
Liquidity risk
The Group currently holds cash balances and short term deposits in Sterling, US dollars and Australian dollars. These balances
provide funding for the Group’s trading activities.
14
15
16
Trade and other receivables
2012 2011 2010
US$000 US$000 US$000
Current assets
Trade receivables 858 938 1.170
Other receivables 42 34 56
Prepayments 56 109 69
956 1,081 1,295
Trade receivables are shown net of a provision of $404,000 to reflect uncertainty over the timing of receipt. In addition,
$29,000 of net receivables were past due for payment but not impaired at 31 March 2012.
Cash and cash equivalents
2012 2011 2010
US$000 US$000 US$000
Cash at bank and in hand 1,917 390 383
Short term deposits - 1,824 3,965
1,917 2,214 4,348
Trade and other payables
2012 2011 2010
US$000 US$000 US$000
Current liabilities
Trade payables 133 256 149
Other payables - 433 319
Deferred income 48 11 139
Accruals 258 358 332
439 1,058 939
Non current liabilities
Deferred income 182 - -
621 1,058 939
Deferred income comprises lease incentives and government grants. Deferred income at 31 March 2012 relates to amounts received up
front in relation to a lease incentive in the US, which will be released to the income statement over the period of the lease. Government
grants received towards capital expenditure were released to the income statement on a diminishing value basis over a period equal to
the useful economic life of the assets to which they relate. On average this period was five years.
There is no material difference between the fair values and the book values of these financial instruments.
17
Operating lease commitments
The Group had the following total commitments under non-cancellable operating leases in the United States at 31 March 2012.
The commitments at 31 March 2011 related to the Australian operations:
2012 2011
US$000 US$000
The following payments are due to be made on
operating lease commitments:
Within one year 240 314
Two to five years 744 31
984 345
A O R T E C H I N T E R N A T I O N A L P L C
45
18 Share based payments
The Group has an approved share option plan for the benefit of employees resident in the UK and Executive Directors.
Options in issue Exercise
Price (US$)
12,000 4.00 25 June 2014
600 4.72 30 April 2014
Exercise period on or before:
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
2012 WAEP 2011 WAEP
Number US$ Number US$
Outstanding at the beginning of the year 12,600 $4.04 12,600 $3.80
Outstanding at the year end 12,600 $4.03 12,600 $4.04
Exercisable at the year end 12,600 $4.03 12,600 $4.04
The Group has an unapproved share option plan for the benefit of other employees.
Options in issue Exercise Exercise period on or before:
Price (US$)
3,000 4.00 1 July 2012
232,000 4.00 25 June 2014
19,000 4.48 25 June 2014
20,000 4.00 21 November 2014
35,000 5.20 1 September 2016
25,000 6.84 21 January 2018
9,000 4.00 15 June 2020
20,000 4.80 15 December 2021
4,000 5.80 16 February 2022
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
2012 WAEP 2011 WAEP
Number US$ Number US$
Outstanding at the beginning of the year 442,250 $4.52 402,000 $6.51
Granted during the year 24,000 $4.98 58,500 $3.89
Forfeited during the year (99,250) $5.33 (11,200) $11.34
Expired during the year - - (7,050) $121.34
Outstanding at the year end 367,000 $4.33 442,250 $4.52
Exercisable at the year end 334,000 $4.30 442,250 $4.52
The options issued to date under both schemes will only be exercisable if the average mid market closing price of the Company’s
shares on the five business days prior to the date of exercise exceeds the option price by 15% or more and after the elapse of
three years from date of Option Grant.
A O R T E C H I N T E R N A T I O N A L P L C
46
The fair value of options granted after 7 November 2002 but not vested at 1 April 2006 has been arrived at using an appropriate
model. The assumptions inherent in the use of this model are as follows:
• The option life is assumed to be at the end of the allowed period
• There are no non-market vesting conditions
• No variables change during the life of the option (e.g. dividend yield)
• Volatility has been calculated over the three years prior to the balance sheet date.
Date of Vesting Date of Exercise Risk-free Share price Volatility Fair value Number
grant Period vesting Price Rate at grant of Share (US$000) outstanding
(years) (US$) (US$) price
14.07.03 3 14.07.06 4.00 3.83% 2.14 63% 12 25,000
30.06.04 3 30.06.07 4.00 5.04% 2.94 63% 24 3,000
30.06.04 3 30.06.07 4.00 5.04% 2.94 63% 132 200,000
22.11.04 3 22.11.07 4.00 4.56% 3.52 63% 18 20,000
01.09.06 3 01.09.09 5.20 4.61% 6.06 63% 118 35,000
21.01.08 3 21.01.11 6.84 4.21% 7.85 45% 44 25,000
16.06.10 3 16.06.13 4.00 4.00% 2.78 36% 32 9,000
16.12.11 3 16.12.14 4.80 4.00% 4.55 31% 52 20,000
17.02.12 3 17.02.15 5.80 4.00% 5.69 31% 9 4,000
The Group has not recognised any expense related to equity-settled share based payment transactions during the year (2011:
nil), on the grounds that the charge is not material. The Directors have also concluded that the cumulative position to date
is also not material.
19
Share capital
Shares Nominal Premium Total
Number Value net of costs
US$000 US$000 US$000
In issue at 1 April 2011 4,832,778 19,370 3,751 23,121
In issue at 31 March 2012 4,832,778 19,319 3,742 23,061
At an EGM of Members held on 20 August 2007, the Company’s authorised share capital was increased from US$27,762,000
comprising 5,600,000 Ordinary shares of US$4.96 each to US$34,702,500, comprising 7,000,000 shares of US$4.96 each.
Capital management objectives are set out in the Report of the Directors on page 15.
20
Contingent liabilities
There were no contingent liabilities at 31 March 2012 or at 31 March 2011.
consolidated
independent auditor’s report
47
To the Members of AorTech International plc
48
We have audited the parent company financial statements of AorTech International Plc for the year ended 31 March 2012
which comprise the parent company balance sheet and the related notes. The financial reporting framework that has been
applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required
to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Report of the Directors for the financial year for which the financial statements are prepared
is consistent with the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received
from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
As explained more fully in the Directors’ Responsibilities Statement set out on page 17, the Directors are responsible for the
• we have not received all the information and explanations we require for our audit.
preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable law
and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices
Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the APB's website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the Parent Company financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31 March 2012;
Other matter
We have reported separately on the Group financial statements of AorTech International Plc for the year ended 31 March 2012.
That report includes an emphasis of matter.
John Bowler
Senior Statutory Auditor
For and on behalf of
GRANT THORNTON UK LLP
STATUTORY AUDITOR, CHARTERED ACCOUNTANTS
Leicester
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
3 September 2012
• have been prepared in accordance with the requirements of the Companies Act 2006.
Emphasis of matter – Going concern
In forming our opinion on the parent company financial statements, which is not modified, we have considered the adequacy
of the disclosure made in Note 1, Accounting Policies, to the parent company financial statements concerning the parent
company’s ability to continue as a going concern. The Board intends to implement a fundraising in the short term to raise
sufficient finance to enable the Company to continue to trade for the foreseeable future. The outcome of this fundraising
represents a material uncertainty as to whether the parent company has sufficient resources to continue in operational existence
for the following twelve months. These conditions, along with other matters explained in Note 1, Basis of Presentation, to the
parent company’s financial statements indicate the existence of a material uncertainty which may cast significant doubt about
the parent company’s ability to continue as a going concern. The parent company financial statements do not include the
adjustments that would result if the parent company was unable to continue as a going concern.
A O R T E C H I N T E R N A T I O N A L P L C
consolidated
parent company balance sheet
49
notes to the
parent company financial statements
50
31 March 31 March
2012 2011
Notes £000 £000
Fixed assets
Intangible assets 3 4,269
-
Investment in subsidiary undertakings 4 - -
4,269 -
Current assets
Debtors – amounts falling due within one year 5 518 10
Debtors – amounts falling due after one year 5 3,907 13,051
Cash at bank 748 20
5,173 13,081
Creditors: amounts falling due within one year 6 (72)
(193)
Net current assets
5,101 12,888
Net assets
9,370 12,888
Capital and reserves
Called up share capital 7 12,082 12,082
2,340
Share premium account 9 2,340
(1,534)
Profit and loss account 9 (5,052)
Equity shareholders' funds 9
9,370 12,888
The parent company financial statements were approved by the Board on 3 September 2012 and were signed on its behalf by
W Brown, Chairman E McDaid, Director
1
Accounting policies
Accounting convention
The parent company financial statements are prepared under the historical cost convention and in accordance with applicable United
Kingdom accounting standards (United Kingdom Generally Accepted Accounting Practice) A summary of the material accounting policies,
which have been applied consistently, is set out below. The principal accounting policies represent the most appropriate in accordance
with FRS 18.
Going concern
The Board intends to implement a fundraising in the short term to raise sufficient finance to enable the Company to continue to trade for
the foreseeable future.
Whilst the Directors are confident that the fundraising will be successful, until it has been completed this represents a material uncertainty
regarding the parent company's ability to continue as a going concern.
Nevertheless, after considering the year end cash position, making appropriate enquiries and reviewing budgets and profit and cash flow
forecasts for a period of at least twelve months from the date of signing these financial statements, and in particular taking account of
achieving a successful fundraising as detailed above and in our Chairman's statement, the Directors have formed a judgement at the time
of approving the financial statements that there is a reasonable expectation that the parent company has sufficient resources to continue
in operational existence for the foreseeable future. For this reason the Directors consider the adoption of the going concern basis in
preparing the parent company financial statements is appropriate.
Investments
Investments held as fixed assets are stated at the lower of cost and net realisable value, less provision for any impairment. In the opinion
of the Directors the value of such investments is not less than that shown at the balance sheet date.
Deferred tax
Deferred tax is recognised (on an undiscounted basis) on all timing differences where the transactions or events that give the Company
an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax
assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have
been enacted or substantively enacted by the balance sheet date.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions
in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken
into account in arriving at the operating result.
Share based payments
All share based payment arrangements granted after 7 November 2002 that had not vested prior to 1 April 2006 are recognised in the
financial statements. All goods and services received in exchange for the grant of any share based payment are measured at their fair
values. Where employees are rewarded using share based payments the fair values of their services are determined indirectly by reference
to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date and excludes the impact of non-
market vesting conditions (e.g. profitability and sales growth targets).
All equity settled share based payments are ultimately recognised as an expense in the profit and loss account with a corresponding credit
to ‘other reserves’.
Upon exercise of share options the proceeds received, net of attributable transaction costs, are credited to share capital and, where
appropriate, share premium.
Debtors
The amounts owed by Group undertakings are in respect of long term loans and have been treated as part of the net investment in the
foreign entities, and included within debtors due in greater than one year. These balances have been treated as monetary assets and
retranslated at the rate of exchange ruling at the balance sheet date. Exchange differences arising on these loans are taken into account
in arriving at the operating result.
Intangible assets
Patents and trademarks (intellectual property) are included at cost less estimated residual amount and are amortised on a straight line
basis over their useful economic lives of 20 years, which corresponds to the lives of the individual patents. The assets have been transferred
from the Australian subsidiary at an independent valuation which has been used as deemed cost for these assets in the UK.
A O R T E C H I N T E R N A T I O N A L P L C
52
51
2
3
4
Company Profit and Loss Account
The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own profit and
loss account in these financial statements. The parent company’s loss for the year ended 31 March 2012 was £3,719,000 after
the write-off of an inter-company debt of £2,868,000 (2011: loss of £5,079,000 after an impairment charge of £4,670,000 in
respect of amounts owed by group undertakings) before foreign exchange credits of £201,000 (2011: £964,000).
Intangible Assets
Intellectual property
£000
Valuation
5
Debtors
2012 2011
£000 £000
Amounts falling due within one year
Trade debtors, less provision 496
-
Other debtors 21 9
Prepayments 1 1
518 10
Amounts falling due after more than one year
Amounts owed by Group undertakings* 3,907 13,051
Transferred in at 18 April 2011
4,777
4,425 13,061
At 31 March 2012 4,777
Amortisation
Charge for the year 508
At 31 March 2012 508
Net book value
At 31 March 2012 4,269
Fixed Asset Investments 31 March 31 March
2012 2011
£000 £000
Investment in subsidiary undertakings
Cost
Historical cost 23,159 23,159
Provision for impairment
(23,159) (23,159)
Net book value at 31 March - -
Interest in subsidiary undertakings Proportion
Country of Description of nominal
registration of value of
Name of undertaking or incorporation shares held shares held
%
(i) AorTech Biomaterials Limited Scotland Ordinary £1 100
(ii) AorTech Critical Care Limited Scotland Ordinary £1 92
(iii) AorTech Heart Valve Technologies Limited Scotland Ordinary £1 100
(iv) AorTech Biomaterials Pty Limited Australia Ordinary Aus. $1 100
(v) AorTech Polymers & Medical Devices, Inc USA Common US $1 100
(vi) River Clyde Marine, Inc USA Common US $1 100
The principal business activities and country of operations of the above undertakings are:
(i) A non-trading company in the UK
(ii) A dormant company in the UK
(iii) A non-trading company in the UK
(iv) The development of new biostable polyurethanes operating principally in Australia, currently being wound up.
(v) The manufacture, marketing and development of new biostable polyurethanes operating principally in USA
(vi) Research into marine applications for biostable polyurethanes
6
7
8
9
10
11
* AorTech International Plc has agreed not to seek repayment of the amount owing by its subsidiary AorTech Polymers & Medical
Devices, Inc. Following the transfer of assets from the Australian subsidiary to AorTech International Plc at the balance sheet date
(trade debtors outstanding, net of provision and the US subsidiary amounts owed to the Australian subsidiary) a further impairment
charge of £2,868,000 has been made to write off the remaining amount outstanding from the Australian subsidiary.
Creditors: Amounts falling due within one year
2012 2011
£000 £000
Trade creditors - -
Accruals 72 193
72 193
Share Capital
See Note 19 in the Group financial statements.
Share based payments
See Note 18 in the Group financial statements.
Statement of movement in Shareholders’ Funds
Total
Share Share Profit and shareholders’
capital premium loss account funds
£000 £000 £000 £000
17,003
1 April 2010 12,082 2,340 2,581
(4,115)
(4,115)
Loss for the year - -
At 31 March 2011 12,082 2,340 (1,534)
Loss for the year - - (3,518)
12,888
(3,518)
At 31 March 2012 12,082 2,340 (5,052) 9,370
Directors and Employees
The Directors are the only employees of the parent company. Disclosure of their emoluments is given in the audited section
of the Report of the Remuneration Committee on page 20.
Related Party Transactions
In accordance with FRS 8, “Related Party Disclosures”, AorTech International Plc has taken advantage of the exemption for
wholly owned subsidiaries not to disclose any transactions or balances between wholly owned group entities including those
that have been eliminated on consolidation. There were no related party transactions during the year with non fully owned
subsidiaries.
A O R T E C H I N T E R N A T I O N A L P L C
consolidated
notice of the annual general meeting
53
Notice is hereby given that the fifteenth Annual General Meeting of AorTech International Plc will be held in the Tower Suite
of The Institute of Directors, New Broad Street House, 35 New Broad Street, London, EC2M 1NH on Friday, 28 September 2012
at 11:00am for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the financial statements of the Company for the year ended 31 March 2012 together with the Reports
of the Directors and Auditor thereon.
2. To approve the Report of the Remuneration Committee for the year ended 31 March 2012.
3. To re-elect Gordon Wright, who is retiring by rotation.
4. To elect as a Director Bill Brown, who was appointed a Director on 21 October 2011.
5. To re-appoint Grant Thornton UK LLP as auditor of the Company and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider, and if thought fit, pass the following resolution as an Ordinary Resolution:
6. That in substitution for all existing unexercised authorities the Directors be hereby generally and unconditionally authorised
for the purpose of section 551 of the Companies Act 2006 (“the Act”) to exercise all the powers of the Company to allot shares
in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal
amount of £4,027,315 (representing approximately one third of the Company's issued ordinary share capital) which authority
will expire at the conclusion of the next Annual General Meeting of the Company save that the Company may, before such
expiry, make an offer or agreement which would, or might, require relevant securities to be allotted after such expiry and the
Directors may allot such securities in pursuance of such offer or agreement as if the authority so conferred had not expired.
To consider, and if thought fit, pass the following resolution as a Special Resolution:
7. That subject to the passing of Resolution 6 above as an Ordinary Resolution, in substitution for any existing unexercised power
under Section 570 of the Act, the Directors be and are hereby empowered until the conclusion of the next Annual General
Meeting of the Company (“the period of the Section 570 power”), pursuant to Section 570 of the Act to allot equity securities
(as defined by Section 560 of the Act) pursuant to the authority granted by Resolution 6 above in accordance with Section 551
of the Act as if Section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with or pursuant to an offer by way of rights issue, open offer or any other
pre-emptive offer in favour of ordinary shareholders and in favour of holders of any other class of equity security in accordance
with the rights attached to such class where the equity securities respectively attributable to the interests of such persons on
a fixed record date are proportionate (as nearly as may be) to the respective numbers of equity securities held by them or are
otherwise allotted in accordance with the rights attaching to such equity securities subject to such exclusions or arrangements
as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems under
the laws of any territories or requirements of any recognized regulatory body or stock exchange in any territory;
(b) the allotment of equity securities pursuant to the terms of any share scheme for directors and employees of the Company
and/or its subsidiaries approved by the shareholders of the Company in general meeting; and
(c) the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities having a nominal amount
or giving the right to subscribe for or convert into relevant shares having a nominal amount, not exceeding in aggregate £604,097
(representing approximately five per cent of the issued ordinary share capital of the Company), or if less, five percent of the
issued Ordinary share capital of the Company from time to time;
but so that this power shall allow the Company to make an offer or enter into an agreement before the expiry of the period of
the Section 570 power which would, or might, require equity securities to be allotted after such expiry and the Directors may
allot equity securities in pursuance of any such offer or agreement as if the power conferred thereby had not expired.
By order of the Board,
J C D Parsons
Company Secretary
Oatlands Drive, Weybridge, Surrey KT13 9LZ
3 September 2012
A O R T E C H I N T E R N A T I O N A L P L C
54
1. Members will only be entitled to attend and vote at the meeting if they are registered on the Company’s register of members at 6:00pm
on 26 September 2012 or by 6:00pm two days prior to the date of any adjournment of the meeting. Changes to entries on the Register
of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. If the meeting
is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend
and vote at the adjourned meeting is 6:00pm on the day preceding the date fixed for the adjourned meeting. Changes to the register of
members after the relevant times shall be diregarded in determining the rights of any person to attend and vote at the meeting.
2. Any member of the Company who is entitled to attend and vote at the Annual General Meeting may appoint another person or persons
(whether a member or not) as their proxy or proxies to attend, speak and vote on their behalf. To be valid, Forms of Proxy must be lodged
with the Company's Registrars, Equiniti Limited, Aspect House, Lancing, BN99 6DA not later than 48 hours before the time appointed for
the holding of the meeting or any adjourned meeting together with any documentation required. In the case of a corporation, the Form
of Proxy should be executed under its common seal or signed by a duly authorised officer or attorney of the corporation. Details of how
to appoint the Chairman of the Meeting or another person as your proxy or proxies using the proxy form are set out in the notes to the
proxy form.
3. Completing and returning a Form of Proxy will not prevent any member from attending the meeting in person and voting should they
so wish. Any member or his proxy attending the meeting has a right to ask any question at the meeting relating to the business of the
meeting.
4. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as
a member provided that no more than one corporate representative exercises powers over the same share.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members
who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take
the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate
CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's
specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the Company's agent, Equiniti Limited (CREST Participant ID RA19), no later than 48 hours before the
time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp
applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited
does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore
apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor
or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are
referred in particular to those sections of the CREST Manual concerning particular limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
6. As at noon on 31 August 2012 the Company’s issued share capital comprised 4,832,778 ordinary shares of £2.50 each. Each ordinary
share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company
as at noon on 31 August 2012 is 4,832,778.
7. The following documents will be available at the registered office of the Company on any weekday (except Saturday) during normal
business hours from the date of this notice until the date of the Annual General Meeting:
(a) A copy of the service agreements for the Executive Directors.
(b) A copy of the letters of appointment for the Non-Executive Directors.
(c) The Memorandum and Articles of Association of the Company.
These documents will also be available for inspection during the Annual General Meeting and for at least fifteen minutes before it begins.
8. If you have any general queries about the meeting please contact the Company Secretary]. You may not use any electronic address
provided either in this notice of meeting or any related documents (including the Form of Proxy) to communicate for any purposes other
than those expressly stated.
By order of the Board,
J C D Parsons
Company Secretary
Oatlands Drive, Weybridge, Surrey KT13 9LZ
3 September 2012
AorTech International plc
Head Office:
Level Two, Springfield House, 23 Oatlands Drive, Weybridge,
Surrey UK, KT13 9LZ
Tel: +44(0)1932 252 123
Fax: +44(0)1932 251 113
E-mail: info@aortech.com
Web: www.aortech.com
i n t e r n a t i o n a l p l c