ANNUAL REPO RT & ACCOUNTS 20 14 Inside Cover IDEAS_Aug10:Inside Cover IDEAS 14/9/10 18:26 Page 4 R E S E AR C H P L C T H E NA T U R A L S O L U T I ON CONTENTS Company Information Chairman’s Report Report of the Directors Strategic Report Report of the Independent Auditors Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Statement of Cash Flows Notes to the Financial Statements Page 2 3 - 5 6 - 8 9 - 10 11 12 13 14 15 16 17 - 42 ANNUAL REPOR T & ACCOUNTS 2010 ANNUAL REPORT & ACCOUNTS 2014 1 FINANCIAL STATEMENTS 2014 COMPANY INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2014 DIRECTORS: A J Abrey K W Brooks T G Lupton S M Smith SECRETARY: Oxford Corporate Services Limited REGISTERED OFFICE: The Hawk Creative Business Park The Hawkhills Estate Easingwold York North Yorkshire YO61 3FE REGISTERED NUMBER: 03071324 (England and Wales) INDEPENDENT AUDITORS: UHY Hacker Young BANKERS: SOLICITORS: 130 Aztec Aztec West Bristol BS32 4UB The Royal Bank of Scotland Plc Southern Corporate Office P O Box 391 40 Islington High Street London N1 8JX Gowlings (UK) LLP 15th Floor 125 Old Broad Street London EC2N 1AR CORPORATE ADVISORS: WH Ireland 24 Martin Lane London EC4R 0DR 2 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 CHAIRMAN’S REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 Introduction EU approval process In May 2013 the three active substances used in the Company’s lead product, 3AEY, were approved for use in plant protection products by the European Commission under Regulation (EC) No. 1107/2009 within the EU and this approval came into effect on 1st December 2013. Whilst the EU granted approval for Eden’s three active substances, certain additional confirmatory data were requested to be submitted and this work is on-going and is due to be completed by 30th November 2015. Separate to this, Eden applied in October 2013 to have 3AEY approved in the southern EU zone. In November 2014, Eden received the first draft of the review of that application from the authorities in Malta. It is expected that the approval of 3AEY will be granted imminently in Malta, which will then provide the other southern EU zone member states 120 days within which to grant their approvals. Clearly these approvals are very significant to Eden as it will be the culmination of a number of years’ work and will allow our licensees Sumi-Agro France, Sipcam and Lachlan (once the Kenyan authorities have granted their approval following the approval in Malta) the ability to sell 3AEY to their customers. 2014 was another eventful year at Eden. It started positively with the announcement of a licensing agreement with Daymsa of Spain whereby Eden has granted access to its active substance dossiers to enable them to register their own insecticidal products. This is the first data sharing agreement that Eden has entered into which allows a third party to create products using the valuable data that we have generated in order to register our first agrochemical product, 3AEY, a Botryticide formulation. We believe that this agreement is the first of many which will provide a useful revenue stream and gives an indication of the inherent value of this data not only to us, but to others too. Springtime saw the launch of the first products using Eden’s GO-E micro-encapsulation technology in the biocides sector with our licensee, TerpeneTech, selling odour neutraliser and pet products into the personal use sector. In May we said goodbye to my predecessor, Sir Ben Gill, who sadly passed away following a battle with cancer. In August, Eden signed an evaluation agreement for its nematicide product with (now) Eastman Chemicals (formerly Taminco). Eastman is a significant entity and it is pleasing to see that Eden has caught the attention and imagination of such a well-known company. The year ended in a flurry of activity, following the appointment of Sean Smith as Chief Executive Officer, with two exclusive licensing agreements being signed with Sumi-Agro France and Sipcam Italia/Iberia for 3AEY. Again, it is quite an accomplishment for a company of Eden’s size to be taken seriously by companies that are part of the Sumitomo Corporation, a business which turns over $3 billion. In addition, the Company successfully completed a fund- raising and debt conversion which has resulted in Eden being debt free and with money in the bank. I shall now provide you with a brief update on Eden’s various commercial activities. 3 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 Biocides In 2014, TerpeneTech announced that it had successfully launched its first product, an odour neutraliser initially into the French market. TerpeneTech has made significant advances in the development and commercialisation of GO-E products since it signed its licence agreement with Eden and by the end of 2014 had launched a number of other products this year into the market. The product sales by TerpeneTech have given rise to the first royalty payments to Eden, which were received in early 2015. Clearly this is a key milestone for a licensing company. Human health Work is on-going to further develop and commercialise the Eden head-lice product. Other human health opportunities are being explored with potential licensing partners. CHAIRMAN’S REPORT (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 3AEY 3AEY, Eden’s lead product; a terpene based fungicide, has been out-licensed to a number of parties for a variety of applications throughout the world. The rights to 3AEY have been licensed, on an exclusive basis, to Sumi-Agro France (France) and Sipcam (Italy and Spain). As has previously been announced, other Sumitomo group companies have also shown an interest in taking rights to 3AEY for certain territories and it is expected that further announcements will be made during the current year. Once Malta has given its approval of 3AEY, Lachlan will be in a position to receive approval from the Kenyan authorities. This will allow sales there, primarily in the cut flower industry. Nematodes Eden is currently in negotiations with a number of interested parties who are looking to take the rights to Eden’s nematicide product. The lead candidate is Eastman, with whom Eden is discussing terms for an agreement. It is expected that we will soon be able to update shareholders. Earlier stage Products Eden is working with several potential partners to exploit early stage leads identified for the control of insect pests, such as Whitefly and Spider mites together with fungicidal applications to minimise post-harvest losses from spoilage organisms. Since the approval of its core three active substances, there have been renewed discussions with various parties to license these rights. Animal Health – Bayer Eden continues to work closely with Bayer Animal Health to complete the development of GO-E, terpene-based products for the American pet care market. As reported last year, it is expected that these products will be available for sale in 2015 and we are pleased to report good progress has been made in achieving this target. 4 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 Ken Brooks has given notice of his intention to retire from the Board at this years’ AGM. We will have the opportunity at the AGM to thank Ken for his contribution to the Company over the last nineteen years. Outlook This year has already seen further changes at Eden. First, we were surprised and saddened by the untimely death of Clive Newitt who passed away on 16th February 2015. Clive was a key member of the Eden team and had been involved with us since 2005, before becoming a director in 2007. It is of great regret that he didn’t get to see the conclusion of the regulatory approval and subsequent sales of 3AEY for which he worked so hard to help us achieve. He will be greatly missed by us all at Eden. Moving forward, Eden has its new CEO, Sean Smith, who comes with a wealth of experience in both IP and the chemicals industry and who, I’m sure, will steer Eden to commercial success. Already, Sean has successfully overseen the conclusion of two important license agreements with Sumi-Agro France and Sipcam and the fund-raising and conversion of debt at the end of 2014 and he continues to bring opportunities to Eden which I believe will help to make 2015 a very successful year for your Company. I wish him and all of his team at Eden every success and am confident that he will enable Eden to meet the high expectations that have been set. T G Lupton Chairman 26th March 2015 CHAIRMAN’S REPORT (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 Encapsulation GO-E continues to draw interest from a number of different market sectors and we are currently exploring a number of those opportunities. The likely benefits that GO-E brings to existing products in terms of patent protection, resistance management and sustained delivery of active substances are clear to see, which is why the Eden Intellectual Property (IP) base is inherently very valuable. Intellectual Property (“IP”) A further four patents were granted in 2014 in Norway, South Korea, Canada and Mexico, which further strengthens our IP portfolio. Eden also filed two new patents in 2014. The first is for the use of terpenes as preservatives and the second is for a sugar bait/terpene composition for use against mosquitos. We are keen not only to maintain and exploit fully our existing IP portfolio, but, also to expand it where opportunities arise. The Senior Management During 2014 the management committee comprised: Sir Ben Gill - Non-Executive Chairman (deceased 8th May 2014) Tom Lupton - Non-Executive Director (Chairman with effect from 9th May 2014) Ken Brooks - Executive Deputy Chairman (Non-Executive Director with effect from 1st September 2014) Sean Smith – Chief Executive Officer (Appointed 1st September 2014) Clive Newitt – Managing Director (Business Development Director with effect from 1st September 2014, deceased 16th February 2015) Alex Abrey - Chief Financial Officer 5 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2014 DIVIDENDS The loss for the year after taxation amounted to £2,969,468 (2013: £1,587,909). The directors are unable to recommend any dividend (2013: £nil). RESEARCH AND DEVELOPMENT An indication of research and development activities is included within the Chairman’s Review. FUTURE DEVELOPMENTS An indication of future developments is included within the Chairman’s Review. DIRECTORS The directors during the year under review were: K W Brooks A J Abrey C Newitt (Deceased 16th February 2015) A B N Gill (Until his death on 8th May 2014) T G Lupton S M Smith (Appointed 1st September 2014) At 31 December 2014 the directors had the following interests in share option schemes: Date of grant Expiry date Exercise price £ Number at 1 January 2014 Granted in year Exercised in year Lapsed in year Number at 31 December 2014 KW Brooks 19/05/2009 19/05/2014 17/01/2011 16/01/2016 14/08/2014 19/05/2019 A J Abrey 19/05/2009 19/05/2014 17/01/2011 16/01/2016 14/08/2014 19/05/2019 C Newitt 19/05/2009 19/05/2014 17/01/2011 16/01/2016 14/08/2014 19/05/2019 A B N Gill 19/05/2009 19/05/2014 17/01/2011 16/01/2016 6 0.26 0.13 0.12 900,000 1,100,000 - - - 900,000 2,000,000 900,000 0.26 0.13 0.12 450,000 1,050,000 - - - 450,000 1,500,000 450,000 0.26 0.13 0.12 0.26 0.13 150,000 450,000 - - - 150,000 600,000 150,000 100,000 500,000 600,000 - --- - - - - - - - - - - - (900,000) - - - 1,100,000 900,000 (900,000) 2,000,000 (450,000) - - 1,050,000 450,000 (450,000) 1,500,000 (150,000) - - (150,000) - 450,000 150,000 600,000 - -- - (100,000) (500,000) (600,000) - - - REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 REPORT OF THE DIRECTORS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 CORPORATE GOVERNANCE The directors acknowledge the importance of the principles set out in the Corporate Governance Code. Although the Corporate Governance Code is not compulsory for AIM quoted companies, the directors have applied the principles as far as practicable and appropriate for a relatively small public company as follows: The Board currently comprises two executive directors and two non-executive directors. The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings. All directors have access to the advice and services of the Company Secretary and the Chief Financial Officer, who are responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. The directors have established Audit, Nomination, Remuneration and AIM Compliance Committees; the Audit Committee has Tom Lupton as Chairman who has primary responsibility for monitoring the quality of internal controls ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least twice a year. Ken Brooks is the other member of the Audit Committee; the Nomination Committee has Tom Lupton as Chairman will identify and nominate for the approval of the Board, candidates to fill board vacancies as and when they arise. The Nomination Committee meets at least twice a year. Ken Brooks is the other member of the Nomination Committee; the Remuneration Committee has Tom Lupton as Chairman will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least twice a year. Ken Brooks is the other member of the Remuneration Committee; the AIM Compliance Committee has Tom Lupton as Chairman and has been formed pending Admission and will meet twice a year with the NOMAD to discuss AIM compliance and related issues. The other member of the committee is Alex Abrey; and the directors comply with Rule 21 of the AIM Rules relating to directors’ dealings and there are procedures in place to ensure compliance by the Company’s applicable employees. The Company has adopted a share dealing code which is appropriate for an AIM quoted company. Revised Total Holdings % of Enlarged Share Capital Ken Brooks Clive Newitt Alex Abrey Tom Lupton 2,319,269 323,947 528,160 403,333 1.50% 0.21% 0.34% 0.26% 7 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 REPORT OF THE DIRECTORS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 STATEMENT OF DIRECTORS’ RESPONSIBILITIES The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. 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 of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company’s auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of that information. AUDITORS A resolution to reappoint UHY Hacker Young will be proposed at the forthcoming Annual General Meeting. ON BEHALF OF THE BOARD: - select suitable accounting policies and then apply them consistently; A J Abrey - Director 26th March 2015 - make judgements and accounting estimates that are reasonable and prudent; - 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. 8 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 REVIEW OF BUSINESS The review of this year’s business activities is as set out in the Chairman’s Report. The key performance indicators of the business are that of the development of the Company’s products and the management of its cash position. The registration of the Company’s first product, 3AEY, for use as a pesticide in Europe will not only be a key milestone in terms of its commercialisation but also of future products as the three active substances that are being registered are the basis of Eden’s future product portfolio. Further commercialisation of Eden’s products and encapsulation technologies through licensing and option agreements also serve as a key indicator to the Company’s performance. Successful trial results are also significant in the showing the commerciality of the intellectual property. The Company has capitalised £0.5m (2013: £0.2m) of development expenditure in the year which is a reflection of the continued development of the Company’s products. Cash is managed by tightly controlling the Company’s creditor position and through the provision of convertible shareholder loans. The decrease in the shareholder loans during the year reflects the on-going management of the Company’s cash position. The progress of the development of the Company’s products is measured against internally set timescales as well as against the regulatory process which will result in the registration of products. The Chairman’s Review contains an update regarding this progress. KEY FINANCIAL PERFORMANCE INDICATORS Revenue in 2014 consisted of charges made for samples and consultancy to other existing and potential licenses. Revenue in 2014 was £0.10 million in comparison to £0.08 million in 2013. The operating loss for the year was £1.7 million compared to £1.6 million for the previous year. The loss before tax for 2014 was £3.0 million, an increase from £1.6 million in the previous year (as restated) due mainly to an increase in finance costs to £1.3m (2013: £0.4m). The loss per share for 2014 was 2.36 pence compared to 1.30 pence in 2013 (as restated). Administrative expenses for the year (excluding the amortisation of intangible assets and share based payments charge) were £1.0 million (2013: £1.0 million). Aside from additional costs relating to external consultants, the Company maintains a policy of keeping a low head count in order to maintain a low level of overheads. Intellectual property, including development expenditure, is written off over eleven years in line with the remaining life of the Company’s master patent. FINANCING During the year, the Company received a further loan from shareholders of £0.75m (2013: £0.36 million). The debt, including finance charges, totalling £2.3m (2013: £nil) was converted into equity. OTHER KEY FINANCIAL PERFORMANCE INDICATORS The company does not currently monitor any non- financial performance indicators. 9 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 STRATEGIC REPORT (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 of disabled persons (including those who become disabled whilst employees of the Company) should, as far as reasonably possible, be identical to that of other employees. PRINCIPAL RISKS AND UNCERTAINTIES INDEMNITY COVER The Company purchases insurance cover for Directors and Officers to protect the directors from third party claims. ENVIRONMENT The Company has an environment policy and acknowledges that environmental considerations form an integral part of its corporate social responsibility. The Company wide environment committee meets to discuss ways in which the business can contribute more to their local environments by getting involved in local initiatives and also to look at ways of promoting environmental well-being amongst the staff. Employees are actively encouraged to ensure conservation of energy and resource through awareness campaigns and positive action. ON BEHALF OF THE BOARD: A J Abrey - Director 26th March 2015 The Company’s prime risk is the on-going commercialisation of the Company’s intellectual property, which involves testing of the Company’s products, obtaining regulatory approval and reaching a commercially beneficial agreement for each product to be taken to market. This is measured by comparing actual results with forecasts that have been agreed by the Company’s Board of directors. The Company’s credit risk is primarily attributable to its trade receivables. Credit risk is managed by running credit checks on customers and by monitoring payments against contractual agreements. The Company monitors cash flow as part of its day to day control procedures. The Board considers cash flow projections at its meetings and ensures that appropriate facilities are available to be drawn down upon as necessary. Due to the nature of the business, there is inherent risk of infringement of Eden’s intellectual property rights by third parties. The risk of infringement is managed by taking the relevant legal advice as and when required. EMPLOYEE DIVERSITY AND INCLUSION The Board remains committed to developing further a culture that encourages the inclusion and diversity of all of the Company’s employees through respecting and appreciating their differences and to promoting the continuous development of employees through skills enhancement and training programmes. The Company’s employment policies are designed to attract, retain, train and motivate the very best people, recognising that this can be achieved only through offering equal opportunities regardless of gender, race, religion, age, disability, sexual orientation or any other aspect of diversity. Applications from disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. It is the policy of the Company that the training, career development and promotion 10 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF EDEN RESEARCH PLC We have audited the financial statements of Eden Research Plc for the year ended 31 December 2014 on pages twelve to forty two. 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 a Report of the Auditors 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 Statement of Directors’ Responsibilities set out on pages eight and nine, the directors are responsible for the preparation of the 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 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 FRC’s website at www.frc.org.uk/ apb/scope/UKP.cfm. Opinion on financial statements In our opinion the financial statements: - give a true and fair view of the state of the Company’s affairs as at 31 December 2014 and of its loss 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. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Report of the Directors and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the 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, or returns adequate for our audit have not been received from branches not visited by us; or the 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 - we have not received all the information and explanations we require for our audit. John Griffiths FCA (Senior Statutory Auditor) for and on behalf of UHY Hacker Young Statutory Auditor, Chartered Accountants Bristol 27th March 2015 11 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2014 CONTINUING OPERATIONS Revenue Amortisation of intangible assets Other administrative expenses Share based payments OPERATING LOSS Finance costs Finance income LOSS BEFORE INCOME TAX Income Tax LOSS FOR THE YEAR OTHER COMPREHENSIVE INCOME TOTAL COMPREHENSIVE INCOME FOR THE YEAR Prior year adjustment TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT Earnings per share expressed in pence per share: Basic Diluted Note 2014 £ 2013 £ 2 4 4 5 6 8 7 99,855 80,223 (635,035) (1,022,836) (187,621) (630,269) (1,034,878) - (1,745,637) (1,584,924) (1,252,295) 117 (43,590) 316 (2,997,815) (1,628,198) 28,347 40,289 (2,969,468) (1,587,909) - - (2,969,468) (1,587,909) - 712,044 (875,865) -2.36 -2.36 -1.30 -1.30 12 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014 ASSETS NON-CURRENT ASSETS Intangible assets CURRENT ASSETS Trade and other receivables Cash and cash equivalents LIABILITIES CURRENT LIABILITIES Trade and other payables Financial liabilities - borrowings Interest bearing loans and borrowings NET CURRENT LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Called up share capital Share premium Merger reserve Warrant reserve Retained earnings TOTAL EQUITY 2014 2013 Note £ £ 9 10 11 12 13 5,923,740 6,092,586 62,535 414,980 477,515 129,768 311,347 441,115 458,302 451,493 - 458,302 402,600 854,093 19,213 (412,978) 5,942,953 5,679,608 15 16 16 16 16 1,541,430 26,014,049 10,209,673 524,154 (32,346,353) 1,232,776 23,277,511 10,209,673 779,485 (29,819,837) 5,942,953 5,679,608 The financial statements were approved by the Board of Directors on 26th March 2015 and were signed on its behalf by: S Smith - Director 13 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014 Called up Share share capital premium Merger Warrant reserve reserve Retained earnings Total £ £ £ £ £ £ Balance at 1 January 2013 1,110,442 22,352,394 10,209,673 1,434,506 (28,885,949) 6,220,066 Loss and total comprehensive income - - Transactions with owners - Issue of shares - Options granted - Options exercised/lapsed 122,334 - 925,117 - - - Transactions with owners 122,334 925,117 - - - - - - (1,587,909) (1,587,909) - - - 1,047,451 - - (654,021) 654,021 - (654,021) 654,021 1,047451 Balance at 31 December 2013 (as restated) 1,232,776 23,277,511 10,209,673 779,485 (29,819,837) 5,679,608 Balance at 1 January 2014 1,232,776 23,277,511 10,209,673 779,485 (29,819,837) 5,679,608 Loss and total comprehensive income - - Transactions with owners - Issue of shares -Options granted - Options exercised/lapsed 308,654 2,736,538 - - - - Transactions with owners 308,654 2,736,538 - - - - - - (2,969,468) (2,969,468) 187,621 (442,952) - 3,045,192 187,621 - 442,952 (255,331) 442,952 3,232,813 Balance at 31 December 2014 1,541,430 26,014,049 10,209,673 54,154 (32,346,353) 5,942,953 14 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 FINANCIAL STATEMENTS 2014 STATEMENT OF CASH FLOWS AS AT 31 DECEMBER 2014 Note 1 Cash flows from operating activities Cash generated from operations Finance costs paid Tax credit received Net cash from operating activities Cash flows from investing activities Capitalisation of development expenditure Interest received Net cash from investing activities Cash flows from financing activities Shareholders’ loan - drawdown Issue of equity shares Loans 2014 £ 2013 £ (848,939) (109,703) 28,347 (1,285,277) (989) 40,289 (930,295) (1,245,977) (466,189) 117 (190,719) 316 (466,072) (190,403) - 750,000 750,000 360,000 1,047,451 - Net cash from financing activities 1,500,000 1,407,450 Increase in cash and cash equivalents 103,633 (28,930) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 2 2 311,347 340,277 414,980 311,347 ANNUAL REPORT & ACCOUNTS 2014 15 NOTES TO THE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2014 1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS Loss before income tax Amortisation charges Equity share based payment charge Finance costs Finance income Decrease / Increase in trade and other receivables Decrease/ Increase in trade and other payables 2014 2013 £ £ (2,997,815) 635,035 187,621 1,252,295 (117) (1,628,198) 630,269 - 43,590 (316) (922,981) (954,655) 67,233 (69,436) 6,809 (261,186) Cash generated from operations (848,939) (1,285,277) 2. CASH AND CASH EQUIVALENTS The amounts disclosed on the statement of cash flow in respect of cash and cash equivalents are in respect of these statement of financial position amounts: Year ended 31 December 2014 Cash and cash equivalents Year ended 31 December 2013 Cash and cash equivalents 3. NON-CASH TRANSACTIONS 31.12.14 £ 414,980 1.1.14 £ 311,347 31.12.13 1.1.13 £ 311,347 £ 340,277. During the year debt, including finance charges, totalling £2,295,192 was converted into 20,865,382 shares. Full details are included in Note 13 and 15. 16 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 1. ACCOUNTING POLICIES Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. General information Eden Research Plc is a company incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of the registered office is given on page 1. The nature of the Company’s operations and its principal activities are set out in the Chairman’s Review on page 3. The Company is quoted on the AIM Market in London. These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates. The Company has adopted the following revisions and amendments to IFRS issued by the International Accounting Standards Board, which are relevant to and effective for the Company’s financial statements for the year beginning 1 January 2014. IFRS 10 Consolidated Financial Statements IFRS 11 Joint Arrangements IFRS 12 Disclosure of Interests in Other Entities IFRS 13 Fair Value Measurement IAS 19 (Revised) Employee Benefits IAS 27 (Revised) Separate Financial Statements IAS 28 (Revised) Investments in Associates and Joint Ventures. IAS 32 Offsetting Financial Assets and Financial Liabilities IAS 36 Recoverable Amount Disclosures for Non-Financial Assets IAS 39 Novation of Derivatives and Continuation of Hedge Accounting Investment Entities - Amendments to IFRS 10, IFRS 12 and IAS 27 Presentation of Items of Other Comprehensive Income - Amendments to IAS 1 Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7 Annual Improvements to IFRSs 2009-2011 Cycle The directors have assessed that the adoption of these revisions and amendments did not have an impact on the financial position or performance of the Company. At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:- IFRS 9 Financial Instruments (effective 1 January 2017) IFRS 14 Regulatory Deferral Accounts (effective 1 January 2016) IFRS 15 Revenue from Contracts with Customers (effective 1 January 2017) The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Company.. Going Concern The financial statements have been prepared on a going concern basis which contemplates the realisation of assets and the settlement of liabilities in the ordinary course of business. The Company has reported a loss for the year after taxation of £2,969,468 (2013: £1,587,909). Net current assets as at that date amounted to £19,213 (2013: £412,978 net current liabilities). 17 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 1. ACCOUNTING POLICIES (continued) The directors have prepared budgets and projected cash flow forecasts for a period of two years from 31 December 2014 and they consider that the Company will be able to operate within the cash facilities that are available to it for this period. The ability of the Company to continue as a going concern is ultimately dependent upon the amounts and timing of cash flows from the exploitation of the Company’s intellectual property and the availability of additional funding to meet the short term needs of the business until the commercialisation of the Company’s portfolio is reached. The forecasts adopted only include revenue derived from existing contracts and, while there is a risk these payments might be delayed if milestones are not reached, there is the significant potential upside from on-going discussions and negotiations with other parties as well as other opportunities. In addition, the Company has relatively low fixed running costs and has a demonstrable ability to delay certain other costs, such as the forecast Research and Development expenditure, in the event of unforeseen cash restraints. The directors are closely monitoring performance against cash flow projections that have been prepared for the period to 31 December 2016 and beyond and are confident that the Company will be able to generate the necessary cash resources over and above those referred to above. On this basis the directors consider it appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result from a failure by the Company to meet these forecasts. Revenue recognition Revenue is recognised only when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of revenue can be reliably estimated. Revenue represents amounts receivable by the Company in respect of services rendered during the year in accordance with the underlying contract or licence, stated net of value added tax. Royalty income and upfront payments are recognised as the royalties accrue in accordance with the terms of the underlying contract. Amounts receivable under milestone agreements are recognised in accordance with the terms of the underlying agreement and are typically recognised upon the completion of the significant acts within the agreements. Revenue is specifically only recognised when the terms of any milestone are reasonably expected to be met and the relevant act has been completed as the Company has no contractual rights to the revenue until this point. Licence fee revenue is recognised up-front as a sale of the Company if the Company has discharged all of its on-going obligations. Intangible assets Intellectual property, including development costs, is capitalised and amortised on a straight line basis over its estimated useful economic life of 10 years in line with the remaining life of the Company’s master patent, which was originally 20 years. The useful economic life of intangible assets is reviewed on an annual basis. 18 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 1. ACCOUNTING POLICIES (continued) Impairment of non-financial assets The directors regularly review the intangible assets for impairment and provision is made if necessary. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Research and development Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from the Company’s development activities is recognised only if all the following conditions are met: - the project is technically and commercially feasible; - an asset is created that can be identified; - the Company intends to complete the asset and use or sell it and has the ability to do so; - it is probable that the asset created will generate future economic benefits; - the development cost of the asset can be measured reliably; and - there are sufficient resources available to complete the project. Internally-generated intangible assets are amortised on a straight line basis over their useful lives. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred. Financial instruments The Company uses certain financial instruments in its operating and investing activities that are deemed appropriate for its strategy and circumstances. Financial assets and liabilities are recognised on the Statement of Financial Position when the Company has become a party to the contractual provisions of the instrument. Financial instruments recognised on the Statement of Financial Position include cash and cash equivalents, trade receivables, trade payables and borrowings and fixed interest convertible debt. Cash and cash equivalents comprise cash on hand and on demand deposits, and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Interest bearing loans and overdrafts are recorded at the fair value received less any transaction costs. Subsequent to initial recognition such instruments are measured at amortised cost, using the effective interest method. 19 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 1. ACCOUNTING POLICIES (continued) Financial assets Trade receivables, loans and other receivables that have fixed or determinable payments are classified as “Loans and receivables” and are measured initially at fair value plus transaction costs and subsequently at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest rate, except for short term receivables when the recognition of interest would be immaterial. Financial assets are assessed for impairment at each reporting date by considering the recoverable amount of the asset in comparison to its carrying value and any impairment recognised in the Statement of Comprehensive Income. Trade receivables are assessed for collectability and where appropriate the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account and changes in the carrying amount of the allowance account are recognised in the profit or loss in the Statement of Comprehensive Income. Debt and equity instruments issued by the Company Loan notes Where loans that were previously convertible have been converted to equity in accordance with the original terms of the contract as a result of an agreement between the note holder and the Company, the value of the loan and any associated accrued interest is transferred to equity at nil gain, nil loss. The Company also enters into agreements to convert loans and creditors into equity which were not convertible under the original terms of the agreement. Where this is the case the Company applies the requirements of IFRIC 19 and recognises the issue of equity at the fair value of the instruments issued. Any profit or loss arising on the extinguishment of the liability is taken to profit or loss. Convertible loans Due to the nature of the arrangements management are required to make significant judgments in order to determine whether the conversion of loans has taken place in accordance with the original terms of the underlying agreement. Each conversion is considered individually. During the current year all conversions were deemed to have been made in accordance with the original terms of the agreements. Equity instruments Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. 20 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 1. ACCOUNTING POLICIES (continued) Financial liabilities Financial liabilities such as trade payables and loans are classified as “Other financial liabilities” and are measured initially at fair value less transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, except for short term payables when the recognition of interest would be immaterial. Non-executory contracts are recognised when all obligations due to the Company under the terms of the contract have been met, but the Company retains a financial liability. This financial liability is measured in accordance with the Company’s accounting policy for the measurement of financial liabilities. Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the Company. All other leases are classified as operating leases. Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. 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 The Company has applied the requirements of IFRS2 Share-Based Payments. The Company operates an unapproved share option scheme for executive directors, senior management and certain employees. Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted, as long as other vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition. Where the terms and conditions of options are modified before they vest, the increase in fair value of the options, measured immediately before and after the modification is also charged to the Statement of Comprehensive Income over the remaining vesting period. Fair value is measured using the Black-Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural conditions. Financial risk management The Company’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risks), credit risk and liquidity risk. Risk management focuses on minimising any potential adverse effect on the Company’s financial performance and is carried out under policies approved by the Board of Directors. Further detail is given in note 20 to the financial statements. 21 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 1. ACCOUNTING POLICIES (continued) Current and deferred income tax The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on the tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. 22 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 1. ACCOUNTING POLICIES (continued) Critical accounting estimates and areas of judgement The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Capitalised development costs The directors have considered the recoverability of the internally generated intangible asset which has a carrying value of £1.9m. The projects continue to progress in a satisfactory manner and the directors are confident that the carrying amount of the asset will be recovered in full. This situation will be closely monitored and adjustments made in future periods if future market activity indicates that such adjustments are appropriate. The key factors which could impact upon whether it remains appropriate to continue to capitalise intangible assets or on the impairment considerations include: • • • • The availability of the necessary finance and hence the ability of the Company to continue as a going concern. The assumptions surrounding the perceived market sizes for the products and the achievable market share for the Company. The successful conclusion of licensing arrangements will serve as an indicator as to the likely success of the projects and, as such, any need for potential impairment. The level of upfront, milestone and royalty receipts will also serve as a guide as to the net present value of the assets and whether any impairment is required. Impairment of assets The directors have considered the progress of the business in the current year, including a review of the potential market for its products, the progress the Company has made in registering its products and other key commercial factors to determine whether any indicators of impairment exist. Based upon the review management have carried out they are satisfied that no such factors exist and therefore a full impairment review on the Company’s intangible assets has not been carried out. Going concern The directors have considered the ability of the Company to continue as a going concern and this is considered to be the most significant estimate made by the directors in preparing the financial statements. The ability of the Company to continue as a going concern is ultimately dependent upon the amount and timing of cash flows arising from the capitalisation of the Company’s intellectual property. The directors consider it is appropriate for the financial statements to be prepared on a going concern basis based on the estimates they have made, which are summarised on pages 17 and 18. Convertible loans Due to the nature of the arrangements management are required to make significant judgements in order to determine whether conversion of loans has taken place in accordance with the original terms of the underlying agreement. 23 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 2. SEGMENTAL REPORTING IFRS 8 requires operating segments to be reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for the resource allocation and assessing performance of the operating segments has been identified as the Board of Executive Directors as it is primarily responsible for the allocation of the resources to segments and the assessment of performance of the segments. The Board of Directors monitor and then assess the performance of segments based on product type and geographical area using a measure of adjusted EBITDA. This is the result of the segment after excluding the share based payment charges, other operating income and the amortisation of intangibles. These items, together with interest income and expense are not allocated to a specific segment. The segmental information for the year ended 31 December 2014 is as follows: Data-sharing 3AEY Biocides Encapsulation Europe £ Europe £ Unallocated £ Europe £ Europe £ Total £ Total segment revenue 16,935 63,493 1,339 12,888 5,200 99,855 Inter segment revenue - - - - - - Revenue from external customers Adjusted EBITDA Amortisation Depreciation Share based payments Other operating income Net Finance costs Income tax Loss for the year Total assets Total assets includes: Additions to non-current assets Total liabilities 16,935 63,493 1,339 12,888 5,200 99,855 - - - - - - - - - - - - - - - - - - - - - - - (992,981) (635,035) - (187,621) - (1,252,295) 28,347 (2,969,468) 6,401,255 466,189 458,302 - - - - - - - - - - - - - - - - - - - - - - (992,981) (635,035) - (187,621) - (1,252,295) 28,347 (2,969,468) 6,401,255 466,189 458,302 24 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 2. SEGMENTAL REPORTING The segmental information for the year ended 31 December 2013 (as restated) is as follows: Nematodes 3AEY Biocides Data-sharing USA £ Europe £ Unallocated £ Europe £ Europe £ Total £ Total segment revenue 5,927 54,274 1,248 14,124 4,650 80,223 Inter segment revenue -- - - - - - Revenue from external customers Adjusted EBITDA Amortisation Depreciation Share based payments Other operating income Net Finance costs Income tax Loss for the year Total assets Total assets includes: Additions to non-current assets Total liabilities 5,927 54,274 1,248 14,124 4,650 80,223 - - - - - - - - - - - - - - - - - - - - - - - (954,655) (630,269) - - - (43,274) 40,289 (1,587,909) 6,533,701 190,719 854,093 - - - - - - - - - - - - - - - - - - - - - - (954,655) (630,269) - - - (43,274) 40,289 (1,587,909) 6,533,701 190,719 854,093 Revenues of £63,493 (2013: £54,274) are derived from multiple external customers, £7,937 Sipcam Iberia, £7,937 Sipcam Italia and £47,619 Sumi Agro. In the prior year revenue was derived from a single customer EcoStyle, from within the 3AEY segment. Revenues of £12,888 (2013: £14,124) are derived from a single external customer, TerpeneTech, from within the Biocides segment. In the prior year the revenue was derived from the same customer. Revenues of £16,935 (2013: £nil) are derived from a single external customer, Daymsa, from within the Data Sharing segment. In the prior year there was no revenue generated from the Data Sharing segment. Revenues of £5,200 (2013: £4,650) are derived from a single external customer, Gowan, from within the Encapsulation segment. In the prior year the revenue was derived from Certis, a single external customer. Revenues of £5,927 in 2013 were derived from a single external customer, FMC, from within the Nematodes segment. Revenues of £16,935 (2013: £nil) are derived from a single external customer, Daymsa, from within the Data-sharing segment. The Company’s platform technology, yeast glucan encapsulation, is another business segment for which the Company is currently negotiating with a number of potential licensing partners. 25 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 3. EMPLOYEES AND DIRECTORS Wages and salaries Social security costs 2014 2013 £ £ 259,333 22,541 283,333 27,310 281,874 310,643 The average monthly number of employees during the year was as follows: Management 2014 6 2013 5 Staff costs, including executive directors’ remuneration, are included within administrative expenditure in the Statement of Comprehensive Income. The executive directors are considered to also be the key management personnel of the Company. Directors’ remuneration Non-executive directors’ fees Total directors’ emoluments 2014 £ 2013 £ 219,750 233,333 219,750 39,583 233,333 50,000 259,333 283,333 Share based payment charge relating to all directors 58,610 - During the year the remuneration of the highest paid director was £105,083 (2013: £95,000). 2014 Salary Bonus Fees Share based payments Total A Abrey K Brooks C Newitt B Gill T Lupton S Smith 2013 as restated A Abrey K Brooks C Newitt B Gill T Lupton £ 75,000 30,000 33,333 - 30,000 36,000 £ 12,500 - - - - £ - 30,000 - 12,500 - £ 17,583 35,166 5,861 - - 105,083 95,166 39,194 12,500 30,000 36,000 204,333 12,500 12,500 58,610 317,943 Salary Bonus Fees Share based payments Total £ 75,000 60,000 33,333 - 25,000 193,333 £ 20,000 10,000 10,000 - - £ - - - 50,000 - 40,000 50,000 £ - - - - - - 95,000 70,000 43,333 50,000 25,000 283,333 26 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 4. NET FINANCE COSTS Finance income: Deposit account interest Finance costs: Bank interest Exchange variances Finance fees Net finance costs 5. LOSS BEFORE INCOME TAX The loss before income tax is stated after charging: Licences and trademarks amortisation Development costs amortisation Intellectual property amortisation Auditors’ remuneration Directors’ emoluments Foreign exchange differences Equity share based payments 6. INCOME TAX Analysis of tax income Current tax: Tax Total tax income in statement of profit or loss and other comprehensive income 2014 £ 2013 £ 117 316 - 6,457 1,245,838 24 966 42,600 1,252,178 43,274 2014 2013 £ £ 15,723 179,824 439,488 16,000 264,733 6,457 187,621 36,273 154,511 439,485 28,881 283,333 966 - 2014 2013 £ £ (28,347) (40,289) (28,347) (40,289) 27 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 6. INCOME TAX (continued) Corporation tax No tax charge arises on the results for the year (2013: £nil). Tax losses carried forward amount to approximately £20,807,048 (2013: £18,612,249). The tax credit represents the research and development tax credit receivable for the year ended 31 December 2014. Factors affecting the tax charge The UK standard rate of corporation tax is 21.49% (2013: 23.25%). Current tax assessed for the financial year as a percentage of the loss before taxation is nil (2013: nil) The differences are explained below: Standard rate of corporation tax in the UK 2014 £ 2014 % (21.49) 2013 £ 2013 % (23.25) Loss before tax at standard rate of tax (644,230) (378,556) Effects of Losses carried forward Other expenses not deductible for tax purposes Research and development tax relief 603,711 40,519 (28,347) 20.0 1.0 (1.0) 342,291 36,265 (40,289) Total current tax credit and tax rate % (28,347) (1.0) (40,289) 22.0 2.0 (2.0) (2.0) Deferred tax Unprovided deferred tax asset 4,178,347 3,739,438 The unprovided deferred tax asset arises principally in respect of trading losses, together with other minor timing differences at 21% (2013: 23%) and has not been recognised due to the uncertainty of timing of future profits against which it may be realised. 28 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 7. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. Reconciliations are set out below. Earnings £ 2014 Weighted average number of shares Per-share amount pence Basic EPS Earnings attributable to ordinary shareholders (2,969,468) 125,752,471 -2.36 Effect of dilutive securities - - - Diluted EPS Adjusted earnings Basic EPS (2,969,468) 125,752,471 -2.36 Earnings £ 2013 Weighted average number of shares Per-share amount pence Earnings attributable to ordinary shareholders (1,587,909) 121,970,374 -1.30 Effect of dilutive securities - - - Diluted EPS Adjusted earnings (1,587,909) 121,970,374 -1.30 Due to the loss for the year there is no dilution of the loss per share arising from options in existence. 29 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 8. PRIOR YEAR ADJUSTMENT IN RELATION TO 2013 Following the acquisition of the Company’s master patent, the Board, acting on advice, had reconsidered the substance of the arrangement and had formed the view that the obligation to pay future liabilities was an executory contract. This judgement arose from an obligation for the significant on-going involvement of the vendor, through to commercialisation of the product. In prior years the arrangement was considered to be non-executory and accounted for in line with the Company’s accounting policy. At the time of the acquisition the Board estimated the present value of all future payments under the agreement and included this value in the acquisition cost of the asset. The liability was then subsequently remeasured at each reporting date to its present value, with movements included in finance expense for the period. The impact of the change was that the estimated future liability in respect of this contract was not recognised either as a liability or in the cost of the underlying asset. The only amounts included in the cost of the asset relate to the initial consideration paid on acquisition of the asset. When the contract ceased to be executory the liability and the related expense will be recognised in the financial statements. The result of this was a reduction in other payables, the cost of the related intangible assets, the annual amortisation charge arose on those assets and the annual finance charge in relation to the unwinding of the other payables. This resulted in increases in the Retained Earnings at 31 December 2013 and 31 December 2012 of £767,871 and £712,044 respectively. 9. INTANGIBLE ASSETS COST At 1 January 2014 Additions Licences and trademarks £ Development Intellectual costs £ property £ Total £ 447,351 - 2,513,251 466,189 8,591,774 - 11,552,376 466,189 At 31 December 2014 447,351 2,979,440 8,591,774 12,018,565 AMORTISATION At 1 January 2014 Amortisation for year 337,144 15,723 869,902 179,824 4,252,744 439,488 5,459,790 633,035 At 31 December 2014 352,867 1,049,726 4,692,232 6,094,825 NET BOOK VALUE At 31 December 2014 94,484 1,929,714 3,899,542 5,923,740 30 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 9. INTANGIBLE ASSETS - Continued COST At 1 January 2013 Additions Licences and trademarks £ Development Intellectual costs £ property £ Total £ 447,351 - 2,322,532 190,719 8,591,774 11,361,657 190,719 - At 31 December 2013 447,351 2,513,251 8,591,774 11,552,376 AMORTISATION At 1 January 2013 Amortisation for year 300,871 36,273 715,391 154,511 3,813,259 439,485 4,829,521 663,269 At 31 December 2013 337,144 869,902 4,252,744 5,459,790 NET BOOK VALUE At 31 December 2013 110,207 1,643,349 4,339,030 6,092,586 31 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 9. INTANGIBLE ASSETS (continued) The amortisation charge is included within administration expenses. Intellectual property represents intellectual property in relation to use of encapsulated terpenes in agrochemicals. The remaining useful economic life of that asset is ten years. An annual impairment review is undertaken by the Board of Directors only where there are indicators that an impairment may exist. The directors have considered the progress of the business in the current year, including a review of the potential market for its products, the progress the Company has made in registering its products and other key commercial factors to determine whether any indicators of impairment exist. Based on the review management have carried out they are satisfied that no such factors exist and as such a full impairment review on the Company’s intangible assets has not been carried out. A full impairment review was carried out using discounted cashflow forecasts. The result of this review was that the conclusion that the Intellectual Property is not impaired in respect of its carrying value. An independent valuation was undertaken by PharmaVentures Limited in 2010 on a number of the Company’s product programmes and the estimated future value exceeds the current carrying value. The valuers used an industry-standard methodology that combines discounted cash flow projections with decision tree analysis to allow explicitly for development risk. For each programme an expected net present value was derived, which provides a measure of the programme’s current economic value. The valuation was carried out on Eden’s botrytis, powdery mildew and nematode products using third party information on the market sizes and based on assumptions with regard to the potential market share achievable. The Estimated Net Present Value of 3AEY, Eden’s lead botryticide product, alone exceeded the current carrying value of the Company’s intellectual property. The key assumptions used in completion of the valuation included: • • • The projected market sizes for the key products which the Company is developing. These include a projected market of $214m for 3AEY, $100m for Powdery Mildew, and $296m for nematodes. The projected market share attainable by the Company. In preparing the valuation, a base projected market share growing to 5% of the relevant markets has been assumed. As the nature of the Company’s revenue streams are a mixture of milestone payments, licence income and royalties, there are no specific projected growth rates used - the timing of the attainment of the milestones which are attainable on project by project basis is a key assumption in the forecasts. • The discounted cash flows have assumed a discount factor of 9%. All revenues have been projected to come from the cash generating units identified in the segmental reporting and Chairman’s review, namely the key product lines of the Company. During the current year the Company entered into an agreement to acquire an updated version of the Company’s core underlying technology under similar terms to the existing agreement. Whilst the technology and liability are legally distinct from the superseded versions, management are of the opinion that in substance they are the same. 32 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 10. TRADE AND OTHER RECEIVABLES Current: Trade and other receivables VAT recoverable 2014 2013 £ £ 34,393 28,142 117,474 12,294 62,535 129,768 The directors consider that the carrying value of trade and other receivables approximates to the fair value. There are no debts impaired at 31 December 2014 or 2013. Details of debts past due but not impaired are given in note 20. 11. CASH AND CASH EQUIVALENTS Short term bank deposits 2014 2013 £ £ 414,980 311,347 The carrying amount of these short term bank deposits approximates to the fair value. 12. TRADE AND OTHER PAYABLES Current: Trade payables Other payables Accruals and deferred income 2014 2013 £ £ 291,687 22,376 144,239 291,190 5,779 154,524 458,302 451,493 The directors consider that the carrying value of trade and other payables approximates to their fair value. See note 20 for disclosure of the amount of trade payables denominated in foreign currency. See Directors’ Report for disclosure of the average credit period taken. 13. FINANCIAL LIABILITIES - BORROWINGS Current: Loan notes 2014 £ - 2013 as restated £ 402,600 During the year debt, including finance charges, totalling £2,295,192 was converted into 20,865,382 shares. Full details are included in Note 15. 33 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 14. FINANCIAL ASSETS AND LIABILITIES Note 2014 2013 Financial assets at amortised cost Other receivables Cash and cash equivalents 10 11 Financial liabilities measured at amortised cost Other loan Trade and other payables 13 12 £ £ 62,535 414,980 129,768 311,347 477,515 441,115 - 458,302 402,600 451,493 458,302 854,093 Other loans are non-interest bearing and there are no fixed terms for repayment. The loan balances were secured by a fixed and floating charge over the Company’s assets. More details in relation to this charge are included within note 20. Other loans Loan balance as at 1 January 2013 Loan issued in the year Interest charged in the year Loan notes repaid in the year Loan notes converted in the year Loan balance as at 31 December 2013 New loans issued in the year Finance costs and interest charges in the year Loan notes repaid in the year Loan notes converted in the year Loan balance as at 31 December 2014 £ - 360,000 42,600 - - 402,600 750,00 1,142,592 - (2,295,192) - The loans converted during the year were converted into 20,865,382 ordinary shares. The fair value of the shares was deemed to be 11p; finance costs of £1,142,592 were recognised on conversion in accordance with IFRIC 19, being the difference between the carrying value of the debt and the fair value of the equity issued to extinguish it. 34 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 15. CALLED UP SHARE CAPITAL Number: Class: 154,142,880 Ordinary Alloted,issued and fully paid Number: Class: 154,142,880 Ordinary (2013: 123,277,880) Nominal value: 0.01 Nominal value: 0.01 2014 £ 2013 £ 1,541,430 1,232,776 2014 £ 2014 £ 1,541,430 1,232,776 During the year the Company issued a total of 30,865,382 £0.01 ordinary shares for a total consideration of £3,045,192. On 27 November 2014 Company issued 10,000,000 £0.01 ordinary shares for a consideration of £0.075 per share, giving a total consideration of £750,000. On 4 December 2014 a long term loan of £2,295,192 was converted into 20,865,382 shares at a price of 11p per share. The number of £0.01 ordinary shares issued in the year totalled 30,865,382 (2013: 12,233,337). Number of ordinary shares £ Aggregate nominal value £ Date Issue Price £ Premium on issue £ Total share premium £ 27.11.2014 10,000,000 100,000 04.12.2014 20,865,382 208,654 0.075 0.110 0.065 650,000 0.100 2,086,538 308,654 2,736,538 Totals £ 4,446,832 (2,969,468) 16. RESERVES Retained earnings £ (29,819,837) Share premium £ 23,277,511 Merger reserve £ 10,209,673 Warrant reserve £ 779,485 At 1 January 2014 Deficit for the year (2,969,468) Share issue - 2,736,538 Options exercised/lapsed 442,952 Share based payments - - - - - - - 2,736,538 (442,952) - 187,621 187,621 At 31 December 2014 (32,346,353) 26,014,049 10,209,673 524,154 4,401,523 The merger reserve arose on the acquisition of a subsidiary undertaking in a prior year for which merger relief was permitted under the Companies Act 2006. The warrant reserve represents the fair value of share options and warrants granted, and not exercised or lapsed, in accordance with the requirements of IFRS 2 Share Based Payment. 17. CAPITAL COMMITMENTS The Company had no capital commitments at 31 December 2014 (2013: £nil). 35 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 18. RELATED PARTY DISCLOSURES Disclosures required in respect of IAS 24 regarding remuneration of key management personnel are covered by the disclosure of directors’ remuneration included within note 3. Transactions with other related parties are set out below: During the year, the Company traded with A H Brooks, of which K W Brooks, a director, is a partner. The transactions in aggregate were as follows:- Rent Provision of consulting services Trade payables due at the year end 2014 £ 30,000 25,000 8,500 2013 £ 30,000 25,000 8,588 During the year, the Company traded with Ricewood Limited, of which A Abrey, a director, is a director and shareholder, in respect of consultancy services, as follows:- Provision of consultancy services Trade payables due at the year end 2014 £ 20,000 2,416 2013 £ 18,333 2,590 During the year, the Company traded with Hawkhills Consultancy Limited, of which B Gill, who was at the time was a director and shareholder, in respect of director’s fees, as follows:- Director’s fees Trade payables due at the year end 2014 £ 12,500 - 2013 £ 50,000 15,000 The directors regard all the transactions disclosed above as being in the normal course of business and the transactions were enacted at arms length. Liabilities include the following loans advanced by the shareholders of the Company:- Oxford Capital Limited 2014 £ - - 2013 £ 402,600 402,600 During the year debt, including finance charges, totalling £2,295,192 was converted into 20,865,382 shares. Full details are included in Note 13 and 15. The Company was party to a guarantee and debenture entered into on 29 December 2008 whereby all sums due to Oxford Capital Limited were secured by a first fixed and floating charge over the assets of the Company. 36 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 19. SHARE-BASED PAYMENT TRANSACTIONS Share Options Eden Research Plc operates an unapproved option scheme for executive directors, senior management and certain employees. Outstanding at the beginning of the year Granted during the year Lapsed during the year 2014 Weighted average exercise price (pence) 19 8 12 12 Number 6,350,000 1,500,000 (3,200,000) 4,650,000 2013 Weighted average exercise price (pence) 19 - 58 19 Number 6,770,000 - (420,000) 6,350,000 The exercise price of options outstanding at the end of the year ranged between 10p and 18p (2013: 10p and 26p) and their weighted average contractual life was 2.1 years (2013: 1.8 years). None of the options have vesting conditions. The share based payment charge for the year was £187,621 (2013: £nil). The weighted average fair value of each option granted during 2014 was 4p. The following information is relevant in the determination of the fair value of options granted during the year under the unapproved options scheme operated by Eden Research Plc. Equity-settled Option price model used Weighted average share price at grant date (pence) Exercise price (pence) Weighted average contractual life (days) Expected volatility Expected dividend growth rate Risk-free interest rate Expected volatility is calculated based on historic share price movements. Black Scholes 8 12 668 64.4% - 0.95% 37 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 19. SHARE-BASED PAYMENT TRANSACTIONS (continued) Warrants Outstanding at the beginning of the year Granted during the year Lapsed during the year 2014 Weighted average exercise price (pence) 14 10 18 13 Number 6,681,875 2,760,000 (651,875) 3,340,000 2013 Weighted average exercise price (pence) 14 - - 14 Number 6,096,875 - (5,450,000) 1,231,875 The exercise price of warrants outstanding at the end of the year ranged between 1p and 30p (2013:13p and 30p) and their weighted average contractual life was 4.5 years (2013: 0.1 years). None of the warrants have vesting conditions. The weighted average fair value of each warrant granted during the year was 5p (2013: £nil). 38 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 20. FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES Credit Risk Cash and cash equivalents Trade receivables 2014 2013 £ £ 414,980 311,347 50,107 34,393 449,373 361,454 The average credit period for sales of goods and services is 30 days. No interest is charged on overdue trade receivables. At 31 December 2014 trade receivables of £34,393 (31 December 2013: £50,107) were past due but are considered by the directors to be recoverable in full. Trade receivables of £34,393 (2013: £50,107) at the reporting date are held in Euro (2013: Sterling) The Company’s policy is to provide for doubtful debts based on estimated irrecoverable amounts determined by reference to specific circumstances and past default experience. At the balance sheet date the directors consider that no provision for doubtful debts is required and that there is no further credit risk. Financial liabilities Trade payables Other payables Accruals and defferred income Other loans 2014 2013 £ £ 22,376 291,687 291,190 5,779 144,239 154,524 - 402,600 458,302 854,093 The carrying amount of trade payables approximates to fair value. The average credit period on purchases of goods is 30 days. No interest is charged on trade payables. The Company has policies in place to ensure that trade payables are paid within the credit timeframe or as otherwise agreed. Details of the loans are disclosed in note 14 to the financial statements. The Company currently finances their operations partly through these borrowings. The Company borrows in pounds sterling generally at fixed interest rates. Credit risk As explained above, the directors consider there is no material exposure to credit risk at the reporting date. 39 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 20. FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (continued) Currency risk The Company publishes its financial statements in pounds sterling and conducts some of its business in US dollars and Euros. As a result, it is subject to foreign currency exchange risk due to exchange movements, which will affect the Company’s transaction costs and translation of the results. No financial instruments are utilised to manage risk and currency gains, and losses are charged to the Statement of Comprehensive Income as incurred. At the year end, the Company had the following net foreign currency balances in liabilities. US dollars Euro Liquidity risk 2014 £ 94,811 89,273 2013 £ 61,937 6,139 184,084 68,076 Short-term flexibility is achieved by shareholder loans. The interest rate profile and maturity profile of financial liabilities is set out below:- The interest rate profile of the Company’s financial liabilities at 31 December 2014 was:- Fixed rate financial liabilities £ Financial liabilities on which no interest is paid £ - - - - - - 274,218 786,017 89,273 6,139 94,811 61,937 Total £ 274,218 786,017 89,273 6,139 94,811 61,937 Weighted average interest rate % Weighted average period for which rate is fixed Years Weighted average period until maturity Years 7.5 7.5 1.0 1.0 1.0 1.0 Sterling 2014 2013 Euro 2014 2013 as restated US Dollars 2014 2013 Sterling 2014 2013 All the Euro and US Dollar liabilities are held within trade creditors and are non interest bearing. 40 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 20. FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (continued) Maturity of financial liabilities The maturity profile of the Company’s financial liabilities at 31 December was as follows:- In one year or less, or on demand 2014 2013 £ 458,302 458,302 £ 854,093 854,093 Liquidity risk is managed by regular monitoring of the Company’s undrawn borrowing facilities, levels of cash and cash equivalents, and expected future cash flows, and availability of loans from shareholders. See note 1 for further details on the going concern position of the Company. Market price risk The Company’s exposure to market price risk comprises interest rate and currency risk exposures. It monitors these exposures primarily through a process known as sensitivity analysis. This involves estimating the effect on results before tax over various periods of a range of possible changes in interest rates and exchange rates. The sensitivity analysis model used for this purpose makes no assumptions about any interrelationships between such rates or about the way in which such changes may affect the economies involved. As a consequence, figures derived from the Company’s sensitivity analysis model should be used in conjunction with other information about the Company’s risk profile. The Company’s policy towards currency risk is to eliminate all exposures that will impact on reported results as soon as they arise. This is reflected in the sensitivity analysis, which estimates that five and ten percentage point increases in the value of sterling against all other currencies would have had minimal impact on results before tax. On the other hand, the Company’s policy is to accept a degree of interest rate risk as long as the effects of various changes in rates remain within certain prescribed ranges. On the basis of the Company’s analysis, the only financial liabilities held by the Company are loans which are subject to a fixed rate of interest. As such it is considered that any increases in interest rates would not have had an impact on the Company’s loss before tax for the year. Capital risk management The primary objective of the Company’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. The Company seeks to enhance shareholder value by capturing business opportunities as they develop. To achieve this goal, the Company maintains sufficient capital to support its business. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. The Company looks to maintain a reasonable debt position by repaying debt or issuing equity, as and when it is deemed to be required. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2014 and 31 December 2013. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio below 10% (2013: below 10%).The Company includes within net debt, interest bearing loans and borrowings, a loan from a venture partner, trade and other payables, less cash and cash equivalents. 41 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2014 20. FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (continued) Borrowings Less : Cash and cash equivalents Net debt Total equity Total capital Gearing ratio 2014 £ 2013 £ - 402,600 (414,980) (311,347) (414,980) 91,253 5,942,953 5,679,608 5,527,973 5,770,861 0% -2% 42 REGISTERED NUMBER: 3071324 (England and Wales)FINANCIAL STATEMENTS 2014 43 ANNUAL REPORT & ACCOUNTS 2014FINANCIAL STATEMENTS 2014 ANNUAL REPO RT & ACCOUNTS 20 14
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