OptiBiotix Health Plc
(Formerly Ducat Ventures Plc)
ANNUAL REPORT AND ACCOUNTS
TO 30 NOVEMBER 2014
Developing a range of products to modify
the human microbiome and improve human health
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
OptiBiotix Health Plc is a life sciences company operating
in one of the most progressive areas of biotechnological
research – the modulation of the Human Microbiome.
for more information
www.optibiotix.com
Contents
Company Information
Market Context
Chairman’s and
Chief Executive Statement
Strategic Report
Directors’ Report
Report of the Independent Auditors
1
2
4
6
7
9
Consolidated Statement of
Financial Position
Consolidated Statement of
Changes in Equity
Consolidated Statement of
Cash Flows
Notes to the Consolidated
Statements of Cash Flows
Consolidated Statement of
Comprehensive Income
Company Statement of
Financial Position
10
Company Statement of
Changes in Equity
16
Company Statement of Cash Flows 17
Notes to the Company
Statements of Cash Flows
Notes to the Financial Statements
Notice of Annual General Meeting
Explanatory Notes to the
Notice of Annual General Meeting
18
19
38
40
11
12
13
14
15
Annual Report and Accounts 2014
Company information
Directors:
Secretary:
Registered number:
Registered office:
Auditors:
Nominated adviser:
Brokers:
S P O’Hara
J Laird
D E Evans
A Reynolds
M Wyatt
G Barker
International Registrars Limited
05880755 (England & Wales)
Innovation Centre
Innovation Way
York
YO10 5DG
Jeffreys Henry LLP
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Cairn Financial Advisers LLP
Peterhouse Corporate Finance Limited
Hybridan LLP
Website Address:
www.optibiotix.com
1
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Market Context
OptiBiotix Health is developing a range of compounds which modify the
human microbiome (the collective genome of the microbes in the body),
to prevent and manage human disease. This targets a global market of
strategic interest to pharma, food, health, and wellbeing companies, which
is forecast to become one of the world’s fastest growth areas.
This is a substantial opportunity in an emerging market fashioned by new
research into the human microbiome which has created a unique
window of opportunity for compounds which can modify the human
microbiome and bring specific health benefits.
OptiBiotix products are targeted at improving the health and wellbeing
of consumers and supporting the prevention and management of
disease. Early products are targeted at chronic lifestyle diseases
(hypercholesterolemia, obesity and diabetes). These markets have
enormous potential driven by macro environmental factors, including an
ageing population, rising medical costs, a public health policy shift towards
disease prevention and consumer trends towards healthier lifestyles,
better nutrition and self help.
OptiBiotix is at the leading edge of this immature but evolving field and
is well positioned to exploit increasing public, political and investor
interest.
Increasing Public Profile
Increasing scientific recognition of the role of the Human Microbiome
in health and the potential to develop products to modify the human
microbiome for the prevention, management, and treatment of
human disease has fuelled interest in this field.
Awareness of the microbiome has increased rapidly with high profile
TV and radio programs (e.g Mark Porter Radio 4, 18 March 2015)
and publications in scientific and business journals. These include
Nature the Economist, Fortune, and Wall Street Journal.
2
Annual Report and Accounts 2014
BETTER SCIENCE
BETTER HEALTH
Increasing Consumer Understanding
As a consequence, public knowledge and awareness of the role of
how bacteria impact positively on health has grown, with an increasing
frequency and profile of the publications in mainstream media.
OptiBiotix anticipates an increasing number of academic publications
in the next 12 months of its own research and other research groups.
With increasing scientific corroboration of the role of the human
microbiome in health, OptiBiotix believes this sector will continue to
attract news interest which will increase investor awareness and
understanding.
3
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Chairman’s and Chief Executive Statement
For the year ended 30 November 2014
We are pleased
to present
OptiBiotix Health plc’s (formerly
Ducat Ventures plc) annual report
and accounts for the year ended
30 November 2014.
The Company was re-admitted to
trading on AIM in August 2014
following the successful acquisition
of OptiBiotix Limited and was re-
named OptiBiotix Health plc. Con-
sequentially the accounts reflect the four months of trading
activity following acquisition to 30 November 2014.
STRATEGY
OptiBiotix Health’s strategy is founded on:-
– Developing products for large markets (>£100m) with high
growth (>10%CAGR) and an unmet need;
– A scalable business model with technology platforms
supporting multiple partnering and product opportunities;
– Products with a strong scientific evidence base supported by
a portfolio of intellectual property; and
– Partnering with food, health and well being companies, and
pharmaceutical companies to commercialise products.
KEY ACHIEVEMENTS
During the period to date we achieved a number of key
objectives:
– A fundraising in August 2014 co-terminus with the acquisition
of OptiBiotix Limited which raised £3.3m gross and £2.93m
net of expenses;
– Strengthened the Board subsequent to re-admission with the
Board appointments of Jim Laird as Commercial Director and
Dr Gareth Barker as Non-Executive Director;
– A strengthening of our science base internally with the
appointment of Dr Sofia Kolida as director of Research and
Development and externally with the establishment of a
Scientific Advisory Board with an international panel of key
opinion leaders;
– The establishment and development of a weight management
yoghurt product with Nizo Food Research; and
– The completion of preclinical studies for the Group’s
cholesterol lowering product.
BOARD AND MANAGEMENT
We believe that we have a well balanced Board reflective of our
status as a public company with the expertise of Chief Executive
Stephen O’Hara, Commercial Director Jim Laird and Non-
executive Director Dr Gareth Barker. They are complemented
by the CFO Mark Collingbourne, Mark Wyatt representative of
our largest shareholder Finance Yorkshire, Adam Reynolds (from
Ducat) and myself David Evans as Chairman. The Board also
receives the support from the management team including Dr
Sofia Kolida as director of Research and Development.
DEVELOPMENT PROGRAMMES
All of OptiBiotix’s research programmes remain on budget and
on target. We have made good progress in validating our
discovery technology platforms and de-risking a number of
technical challenges.
OptiBiotix has incorporated its weight management formulation
into yoghurts with Nizo Food Research. OptiBiotix is responsible
for the weight management formulation, created by world
experts in satiation (the feeling of fullness), metabolism and how
microbes harvest energy in the gut, whilst Nizo provides specialist
expertise in the manufacture of dairy products and using taste
and texture to improve satiation.
OptiBiotix’s cholesterol product successfully completed its pre-
clinical studies in November 2014. This was an important
milestone in product development as it identified which of the
three strains tested was best suited for the first product, and
most likely to lead to a successful outcome in human studies. This
strain is now undergoing a human clinical study.
OptiBiotix’s sugar development screening platform was given a
significant boost by the appointment of Dr Sofia Kolida as
director of Research and Development. Dr Kolida has extensive
expertise in using novel sugars to modulate the human
microbiome to prevent, manage and treat disease, and their
application as food ingredients. We will continue to develop our
in house capability at our laboratories at the Science and
Technology Centre in Reading.
The aim of these research programmes is to create commercial
products with an established scientific evidence base and proof
of human efficacy. Discussions with partners suggest that there
is a growing interest in science based nutritional products and
the commercial potential of microbiome modulating products.
As our development programmes progress and OptiBiotix is
able to demonstrate product safety and efficacy, we anticipate
increasing partner interest.
4
Annual Report and Accounts 2014
Chairman’s Statement and Chief Executive (continued)
For the year ended 30 November 2014
RESULTS
The Group’s results for the period ended 30 November 2014
are set out in the Consolidated Statement of Comprehensive
Income. Administrative expenses were £489k reflecting the costs
of operating both companies prior to consolidation. Transaction
costs were in line with forecasts with a net proceeds post placing
of just over £2.93m. The Group’s cash position remains strong
at £2.87m which is sufficient to fund its existing research and
development programmes and initiate commercialisation.
OUTLOOK
OptiBiotix will continue its research and development investment
in areas with large markets (>£100m), high growth opportunities
(CAGR >10%) and where there is a large unmet need.
Funds will be used to optimise and extend our discovery
technology platforms to screen a wider range of microbial
species and strains to ensure a continued pipeline of new
applications and product opportunities. This is expected to create
multiple partnering and product opportunities and position
OptiBiotix at the leading edge of this emerging field. Discussions
continue on a number of fronts.
Our R&D programmes will allow us to build on our existing IP
portfolio and we anticipate filing additional patents, trademarks
and registering additional microbial strains of commercial value.
We anticipate leveraging opportunities to license in or acquire
new technologies or IP to support our continued growth. We
will look to update the market with progress on our human
clinical studies. The earliest timeframe for us to report will be
September 2015.
The Group will continue to leverage its existing relationships with
key opinion leaders and research organisations with world
leading expertise. As the Group grows we will develop new
relationships with research, development, manufacturing and key
industry players who have the technology, facilities, know-how,
and market access to create shareholder value.
To support this activity we have added to the executive team to
bring in industry specific commercial and corporate expertise in
particular with the appointment of Jim Laird from Premier Foods.
This is expected to increase our capacity to explore licensing,
partnering and acquisition opportunities to create a wider range
of products and build a successful and sustainable business
for shareholders. We anticipate reaping the benefit of that
appointment in the next twelve months.
With a growing number of publications showing the potential of
the human microbiome and increased public awareness in this
field we anticipate further investor interest in companies in this
field. As OptiBiotix builds the scientific evidence base to support
the safety and efficacy of its products we will continue to share
news with shareholders and promote the Group to potential
new shareholders.
The Board believes OptiBiotix is at the leading edge of an
immature but emerging market to become one of the world’s
fastest growth sectors. The Group has built a team with a track
record of success, established scientific proof of concept,
developed proprietary technology platforms, built a strong IP
portfolio, and attracted early interest from commercial partners.
We now hope to build on this solid foundation to create a
microbiome modulating business with significant value through
a combination of organic growth, exploitation of existing and
new IP as well as through value added acquisitions. Key to this is
creating novel products with a solid science base validated by
human studies allowing us to build a successful and sustainable
business for our customers and shareholders.
On behalf of everyone at OptiBiotix Health plc we thank our
investors for their support in 2014, and look forward to an
exciting and rewarding 2015 and beyond. At OptiBiotix we
believe that better science equals better health and with our
stakeholders’ continued support we strive to ensure this
becomes a reality.
D Evans and S P O’Hara
28 May 2015
5
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
FINANCIAL AND CAPITAL RISK MANAGEMENT
The Directors constantly monitor the financial risks and
uncertainties facing the Group with particular reference to the
exposure of credit risk and liquidity risk. They are confident that
suitable policies are in place and that all material financial risks
have been considered. The financial risk management objectives
and policies can be found within note 21 of the financial
statements.
KEY PERFORMANCE INDICATORS
The key performance indicators currently used by the Group are
administrative expenses and cash resources as detailed on the
Statement of Comprehensive Income and Statement of Financial
Position and analysed in the Chairman’s Statement. The Group
intends to establish other key performance indicators in due
course once it has matured sufficiently. The Group does not use
and does not at present intend to use non-financial key
performance indicators.
DIVIDENDS
No dividends will be distributed for the year ended
30 November 2014.
FUTURE DEVELOPMENTS
The Chairman’s Statement on page 4 gives information on the
future outlook of the Group.
ON BEHALF OF THE BOARD
S P O’Hara
28 May 2015
Strategic Report
For the year ended 30 November 2014
REVIEW OF BUSINESS
A review of the business of the
Group, together with comments
on future developments is given in
the Chairman’s Statement on
pages 4to 5.
PRINCIPAL RISKS AND
UNCERTAINTIES FACING
THE GROUP
Technology and products
The Group is involved in microbiome modulation products
discovery and development. The development and commercialisation
of its intellectual property and future products will require human
nutritional studies and there is a risk that products may not
perform as expected. This risk is common to all new products
developed for human consumption.
Technologies used within the food, beverage and healthcare
market place are constantly evolving and improving. There is a
risk that the Group’s products may become outdated or their
commercial value decrease as improvements in technology are
made and competitors launch competing products. To mitigate
this risk the Group is working with industry key opinion leaders,
will attend international conferences and is developing a research
and development department which will keep up with the latest
developments in the industry.
Intellectual Property
The Group is focused on protecting its intellectual property (“IP”)
and seeking to avoid infringing on third parties’ IP. To protect its
products, the Group is building and securing patents to protect
its key products. However, there remains the risk that the Group
may face opposition from third parties to patents that it seeks
to have granted and that the outstanding patent applications are
not granted. The Group engages legal advisers to mitigate the
risk of patent infringement and to assist with the protection of
the Group’s IP.
6
Annual Report and Accounts 2014
Directors’ Report
For the year ended 30 November 2014
The Directors present their report and the audited financial
statements of the Group for the year to 30 November 2014.
PRINCIPAL ACTIVITY
The principal activity of the company in the year under review
was initially that of an investment holding company. The company
changed its name from Ducat Ventures Plc on 4 August 2014.
Upon acquiring a subsidiary, the principal activity of the Group
became that of research and development into microbiome
modulators.
DIRECTORS
The Directors who served the company during the year and up
to the date of this report were as follows:
Executive Directors
S P O’Hara (Appointed 5 August 2014)
J Laird (appointed 30 March 2015)
Non-executive Directors
A Reynolds
N C P Nelson (Resigned 5 August 2014)
D E Evans (Appointed 5 August 2014)
M Wyatt (Appointed 5 August 2014)
G Barker (appointed 25 November 2014)
Directors’ Remuneration
The Directors are entitled to receive relevant fees, as detailed in
the Directors’ remuneration in Note 4.
Directors and their interests
The Directors of the Group held the following beneficial interests
in the shares and share options of OptiBiotix Health Plc at
30 November 2014 and at the date of this report:
Issued Share Capital
Share Warrants
Share Options
Ordinary
shares of
£0.02 each
625,000
3,452,066
10,049,696
–
Percentage
Held
0.86%
4.8%
13.90%
–
Ordinary
shares of
£0.02 each
Warrant
exercise
price
Ordinary
shares of
£0.02 each
Warrant
exercise
price
312,500
–
–
–
£0.08
–2,511,408
–6,099,135
–
–
£0.08
£0.08
–
–
–
A Reynolds
D E Evans
S P O’Hara
M Wyatt
The share warrants held by A Reynolds were granted on 18 November 2013 and are exercisable at £0.08 at any time up to
17 November 2016.
The share options held by D E Evans and S P O’Hara were granted on 17 September 2014 and are exercisable at £0.08 at any time
up 16 September 2024.
SUBSTANTIAL SHAREHOLDINGS
Substantial shareholdings include Directors as at 21 May 2015
were as follows:
RESEARCH AND DEVELOPMENT
The Chairman’s Statement on page 4 gives information on the
Group’s research and development activities.
Finance Yorkshire Seedcorn LP
Steven O’Hara
WCS Nominees Limited
Lynchwood Nominees Limited
Redmayne (Nominees) Limited
Barclayshare Nominees Limited
% of shares issued
19.09
13.70
8.52
5.90
4.71
3.34
FINANCIAL INSTRUMENTS
The Group’s exposure to financial risk is set out in note 21 to
the accounts.
EVENTS AFTER THE REPORTING PERIOD
Refer to note 22 to the financial statements for further details.
PUBLICATION OF ACCOUNTS ON GROUP
WEBSITE
Financial statements are published on the Group’s website. The
maintenance and integrity of the website is the responsibility of
the Directors. The Directors’ responsibilities also extend to the
financial statements contained therein.
7
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Directors’ Report (continued)
For the year ended 30 November 2014
GOING CONCERN
The financial statements have been prepared on the assumption
that the Group is a going concern. When assessing the
foreseeable future, the Directors have looked at the budget for
the next 12 months from the date of this report, the cash at bank
available as at the date of approval of this report and are satisfied
that the Group should be able to cover its quoted maintenance
cost, other administrative expenses, as well as its ongoing research
and development expenditure.
After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue
in operational existence for the foreseeable future. Accordingly,
they continue to adopt a going concern basis in preparing the
annual report and financial statements.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Directors’
Report and the financial statements in accordance with applicable
laws and regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law the Directors
have, as required by the AIM Rules for Companies of the London
Stock Exchange, elected to prepare financial statements in
accordance with International Financial Reporting Standards
(IFRS) as adopted for use in 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:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable accounting standards have been
followed, 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 confirm that the financial statements comply with
the above requirements.
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.
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 auditor is 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 Group’s auditor is aware of the information.
AUDITOR
Jeffreys Henry LLP will be proposed for re-appointment as
auditors at the forthcoming Annual General Meeting.
STRATEGIC REPORT
In accordance with section 414C(11) of the Companies Act 2006
the Group chooses to report the review of the business, the
future outlook and the risks and uncertainties faced by the Group
in the Strategic Report on page 6.
ON BEHALF OF THE BOARD
S P O’Hara
28 May 2015
8
Annual Report and Accounts 2014
Independent Auditor’s Report to The Members
of OptiBiotix Health Plc For the year ended 30 November 2014
We have audited the financial statements of OptiBiotix Health
Plc for the year ended 30 November 2014, which comprises the
consolidated statement of comprehensive income, consolidated
statement of financial position, consolidated statement of changes
in equity, consolidated statement of cash flows, company
statement of financial position, company statement of changes in
equity, company statement of cash flows 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, and as
regards to the parent company financial statements as applied in
accordance with the provisions of the Companies Act 2006.
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 auditors 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 Statement of Directors'
Responsibilities set out on page 8, 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 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 Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes
an assessment of: whether the accounting policies are
appropriate to the Group's circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the Directors; and
the overall presentation of the financial statements. In addition,
we read all the financial and non-financial information in the
Chairman’s report, Strategic report and Directors report to
identify material inconsistencies with the audited financial
statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit.
If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion:
– the financial statements give a true and fair view of the state
of the Group’s and parent company’s affairs as at
30 November 2014 and of the Group’s loss for the year
then ended.
– the Group financial statements have been properly prepared
in accordance with IFRSs as adopted by the European Union;
– the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted by the
European Union and as applied in accordance with the
provision of the Companies Act 2006; and
– the financial statements have been properly 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 Strategic Report 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 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
Group, or returns adequate for our audit have not been
received from branches not visited by us; or
– the Group 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.
Sanjay Parmar
Senior Statutory Auditor
For and on behalf of
Jeffreys Henry LLP (Statutory Auditors)
Finsgate 5-7 Cranwood Street
London
EC1V 9EE
28 May 2015
9
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Consolidated Statement of Comprehensive Income
For the year ended 30 November 2014
Administrative expenses
Operating loss
Non Operating Items
Impairment of intercompany loans
Loss on disposal of investments
Surplus arising on settlements with trade creditors
Admission expenses
Finance income/(costs)
Loss before Income tax
Income tax
Loss for the period
Other Comprehensive Income
Total comprehensive income for the period
Total comprehensive income attributable to the owners of the company
Loss per share
Basic & Diluted loss per share – pence
The notes on pages 19 to 37 form part of these financial statements
Notes
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
6
6
6
5
6
7
8
(489,015)
(489,015)
–
–
–
(365,038)
(854,053)
93
(853,960)
43,254
(810,706)
–
(810,706)
(810,706)
(341,466)
(341,466)
(1,394,265)
(500,000)
63,657
–
(2,172,074)
(4,000)
(2,176,074)
–
(2,176,074)
–
(2,176,074)
(2,176,074)
3.03p
463.82p
10
Annual Report and Accounts 2014
Consolidated Statement of Financial Position
For the year ended 30 November 2014
ASSETS
Non-current assets
Intangibles
Property, plant & equipment
CURRENT ASSETS
Trade and other receivables
Current tax asset
Cash and cash equivalents
TOTAL ASSETS
EQUITY
Shareholders’ Equity
Called up share capital
Share premium
Share based payment reserve
Merger relief reserve
Accumulated deficit
Total Equity
LIABILITIES
Current liabilities
Trade and other payables
Non-current liabilities
Deferred tax liability
Contingent consideration
TOTAL LIABILITITES
TOTAL EQUITY AND LIABILITIES
Notes
As at
30 November 2014
£
As at
30 November 2013
£
10
11
13
7
14
15
16
17
2,259,369
855
2,260,224
4,651
43,254
2,870,442
2,918,347
5,178,571
7,078,346
3,746,781
90,970
1,500,000
(7,767,013)
4,649,084
77,613
77,613
451,874
–
451,874
529,487
5,178,571
–
–
–
301,267
–
150
301,417
301,417
5,722,248
1,302,811
27,200
–
(6,956,307)
95,952
185,835
185,836
–
19,930
19,930
205,465
301,417
These financial statements were approved and authorised for issue by the Board of Directors on 28 May 2015 and were signed on
its behalf by:
S P O’Hara
Director
Company Registration no. 05880755
The notes on pages 19 to 37 form part of these financial statements
11
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Consolidated Statement of Changes in Equity
For the year ended 30 November 2014
Called up
Share capital
£
Accumu-
lated
deficit
£
Share
Premium
£
Merger
Relief
Reserve
£
Balance at 30 November 2012
5,574,070
(4,780,233)
838,822
Loss for the period
Issue of shares
–
(2,176,074)
–
148,178
–
463,989
Balance at 30 November 2013
5,722,248
(6,956,307)
1,302,811
Loss for the period
Issue of consideration shares
to acquire subsidiary
Issues of shares during the period
Share issue expenses
Exercise of warrants
Grant of share options and warrants
–
(810,706)
500,000
845,567
–
10,531
–
–
–
–
–
–
–
–
2,536,700
(124,323)
31,593
–
–
–
–
–
–
1,500,000
–
–
–
–
Share-
based
Payment
Reserve
£
Total
equity
£
27,200
1,659,859
– (2,176,074)
–
612,167
27,200
95,952
–
–
–
–
–
63,770
(810,706)
2,000,000
3,382,267
(124,323)
42,124
63,770
Balance at 30 November 2014
7,078,346
(7,767,013)
3,746,781
1,500,000
90,970
4,649,084
Share capital is the amount subscribed for shares at nominal value. Share premium represents amounts subscribed for share capital
in excess of nominal value.
Merger relief reserve arises from the 100% acquisition of OptiBiotix Limited on 5 August 2014 whereby the excess of the fair value
of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with
section 612 of the Companies Act 2006.
Accumulated deficit represents the cumulative losses of the Group attributable to the owners of the company.
Share based payment reserve represents the cumulative amounts charged in respect of unsettled warrants and options issued.
The notes on pages 19 to 37 form part of these financial statements
12
Annual Report and Accounts 2014
Consolidated Statement of Cash Flows
For the year ended 30 November 2014
Cash flows from operating activities
Cash generated from operations
Interest paid
Interest received
Net cash outflow from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Net cash from acquisition of subsidiary
Net cash inflow from investing activities
Cash flows from financing activities
Share issues
Net cash inflow from financing activities
Taxation
Increase in cash and equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The notes on pages 19 to 37 form part of these financial statements
Notes
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
1
(706,336)
–
93
(498,385)
(4,000)
–
(706,243)
(502,385)
12
14
(1,099)
251,834
250,735
3,300,068
3,300,068
25,732
2,870,292
150
2,870,442
502,526
–
502,526
502,526
502,526
–
141
9
150
13
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Consolidated Statement of Cash Flows
For the year ended 30 November 2014
1. Reconciliation of loss before income tax to cash outflow from operations
Operating loss
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Depreciation charge
Share Option expense
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
(854,053)
296,616
(212,913)
244
63,770
(341,466)
(437,558)
280,639
–
–
Net cash outflow from operations
(706,336)
(498,385)
2. Cash and Cash Equivalents
Cash and cash equivalents
3. Non-cash transactions
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
2,870,442
150
During the year, the company issued £2,000,000 of ordinary shares to acquire a subsidiary in a non-cash transaction. Refer to
Note 12 for further details.
The notes on pages 19 to 37 form part of these financial statements
14
Annual Report and Accounts 2014
Company Statement of Financial Position
For the year ended 30 November 2014
ASSETS
Non-current assets
Investments
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY
Shareholders’ Equity
Called up share capital
Share premium
Merger relief reserve
Share based payment reserve
Accumulated deficit
Total Equity
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITITES
TOTAL EQUITY AND LIABILITIES
Notes
As at
30 November 2014
£
As at
30 November 2013
£
12
13
14
15
16
2,000,000
2,000,000
131,107
2,690,375
2,821,482
4,821,482
7,078,346
3,746,781
1,500,000
90,970
(7,631,532)
4,784,565
36,917
36,917
4,821,482
–
–
301,267
150
301,417
301,417
5,722,248
1,302,811
–
27,200
(6,956,307)
95,952
205,465
205,465
301,417
The notes on pages 19 to 37 form part of these financial statements
These financial statements were approved and authorised for issue by the Board of Directors on 28 May 2015 and were signed on
its behalf by:
S P O’Hara
Director
Company Registration no. 05880755
15
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Company Statement of Changes in Equity
For the year ended 30 November 2014
Called up
Share capital
£
Accumu-
lated
deficit
£
Share
Premium
£
Merger
Relief
Reserve
£
Balance at 30 November 2012
5,574,070
(4,780,233)
838,822
Loss for the period
Issue of shares
–
(2,176,074)
–
148,178
–
463,989
Balance at 30 November 2013
5,722,248
(6,956,307)
1,302,811
Loss for the period
Issue of consideration shares
to acquire subsidiary
Issues of shares during the year
Share issue expenses
Exercise of warrants
Grant of share options and warrants
–
(675,225)
500,000
845,567
10,531
–
–
–
–
–
–
–
2,536,700
(124,323)
31,593
–
–
–
–
–
–
1,500,000
–
–
–
–
Share-
based
Payment
Reserve
£
Total
equity
£
27,200
1,659,859
– (2,176,074)
–
612,167
27,200
95,952
–
–
–
–
–
63,770
(675,225)
2,000,000
3,382,267
(124,323)
42,124
63,770
Balance at 30 November 2014
7,078,346
(7,631,532)
3,746,781
1,500,000
90,970
4,784,565
Share capital is the amount subscribed for shares at nominal value. Share premium represents amounts subscribed for share capital
in excess of nominal value.
Merger relief reserve arises from the 100% acquisition of OptiBiotix Limited on 5 August 2014 whereby the excess of the fair value
of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with
section 612 of the Companies Act 2006.
Accumulated deficit represents the cumulative losses of the company attributable to the owners of the company.
Share based payment reserverepresents the cumulative amounts charged in respect of unsettled warrants and options issued.
The notes on pages 19 to 37 form part of these financial statements
16
Annual Report and Accounts 2014
Company Statement of Cash Flows
For the year ended 30 November 2014
Cash flows from operating activities
Cash generated from operations
Interest paid
Interest received
Net cash outflow from operating activities
Cash flows from investing activities
Investment in subsidiary
Cash flows from financing activities
Share issues
Net cash inflow from financing activities
Increase/(decrease) in cash and equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
14
The notes on pages 19 to 37 form part of these financial statements
Notes
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
1
(609,908)
–
65
(498,385)
(4,000)
–
(609,843)
(502,385)
–
–
3,300,068
3,300,068
2,690,225
150
2,690,375
–
–
502,526
502,526
141
9
150
17
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Company Statement of Cash Flows
For the year ended 30 November 2014
1. Reconciliation of loss before income tax to cash generated from operations
Operating loss
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Share Option expense
Net cash outflow from operations
2. Cash and Cash Equivalents
Cash and cash equivalents
3. Non-cash transactions
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
(675,290)
170,160
(168,548)
63,770
(609,908)
(341,466)
(437,558)
280,639
–
(498,385)
(cid:0)(cid:0)(cid:0)(cid:0)(cid:0)(cid:0)
(cid:0)(cid:0)(cid:0)(cid:0)(cid:0)(cid:0)(cid:0)
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
2,690,375
150
During the year, the company issued £2,000,000 of ordinary shares to acquire a subsidiary in a non-cash transaction. Refer to
Note 12 for further details.
The notes on pages 19 to 37 form part of these financial statements
18
Annual Report and Accounts 2014
Notes to the Financial Statements
For the year ended 30 November 2014
1. General Information
OptiBiotix Health Plc is a company incorporated and domiciled in England and Wales. Details of the registered office, the officers
and advisers to the company are presented on the company information page at the start of this report. The company’s offices
are in York. The company is listed on the AIM market of the London Stock Exchange (ticker: OPTI).
On 18 November 2013 the company disposed of its subsidiaries and the principal activity of the company was that of a holding
company.
The company changed its name from Ducat Ventures Plc on 4 August 2014.
On 5 August 2014 the company acquired OptiBiotix Limited and the principal activity of the Group became that of research
and development into microbiome modulators.
2. Accounting Policies
Statement of compliance
The consolidated financial statements of OptiBiotix Health Plc have been prepared in accordance with International Financial
Reporting Standards (IFRSs), International Accounting Standards (IASs) and International Financial Reporting Interpretations
Committee (IFRIC) interpretations (collectively ‘IFRSs’) as adopted for use in the European Union and as issued by the
International Accounting Standards Board and with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
Basis of preparation
The financial statements have been prepared under the historical cost convention.
The principal accounting policies are summarised below. They have all been applied consistently throughout the period under
review.
Going concern
The financial statements have been prepared on the assumption that the company is a going concern. When assessing the
foreseeable future, the Directors have looked at the budget for the next 12 months from the date of this report, the cash at
bank available as at the date of approval of this report and are satisfied that the Group should be able to cover its quoted
maintenance costs, other administrative expenses and its ongoing research and development expenditure.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue to adopt a going concern basis in preparing the
annual report and financial statements.
New and amended standards adopted by the Group
There are no IFRSs or IFRIC interpretations that are effective for the first time in this financial period that would be expected
to have a material impact on the Group.
19
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
2. Accounting Policies (continued)
New Standards, amendments and interpretations issued but not effective
Reference
Summary
Title
Amendments Amendments
resulting from
to IFRS 2,
Annual
IFRS 3
Improvements
2010-12 Cycle
Amendments Defined Benefit
Plans: Employee
to IAS 19
Contributions
IFRS 2: clarifies definition of vesting
conditions
IFRS 3: clarifies contingent
consideration in a business
combination
Clarifies that the treatment of
contributions when they are
independent of the number of years
of service
Application date
of standard
1 July 2014
Application date
of Company
1 December 2014
Periods commencing on
or after 1 July 2014
1 December 2014
Revised standard for accounting for
financial instruments
Periods commencing on
or after 1 January 2015
1 December 2015
Financial
Instruments
Impairment
of assets
Limited scope amendments to
disclosure requirements
Hedge accounting
and novation of
derivatives
Provides relief from discontinuing
hedge accounting when novation
of a hedging instrument to a central
counterparty meets specified criteria
Periods commencing on
or after 1 January 2014
Periods commencing on
or after 1 January 2014
1 December 2014
1 December 2014
Accounting for
levies imposed by
governments
Clarifies that the obligating event
Periods commencing on
giving rise to a liability to pay a levy is or after 1 January 2014
the activity described in the relevant
legislation that triggers payment of
the levy
1 December 2014
Exception from
consolidation for
“investment
entities”
Financial
instruments:
Presentation
Regulatory
deferral accounts
Revenue from
contracts with
customers
Amendments have been made to
define an “investment entity” and to
introduce an exception from
consolidation and the required
disclosures
Clarifies the requirements for
offsetting of financial assets and
financial liabilities
Aims to enhance the comparability
of financial reporting by entities
subject to rate-regulations
Specifies how and when to recognise
revenue from contracts as well as
requiring more informative and
relevant disclosures
Provides guidance on when to
recognise a liability for government
levies
Periods commencing on
or after 1 January 2014
1 December 2014
Periods commencing on
or after 1 January 2014
1 December 2014
Periods commencing on
or after 1 January 2016
1 December 2016
Periods commencing on
or after 1 January 2017
1 December 2017
Periods commencing on
or after 1 January 2014
1 December 2014
IFRS 9
IAS 36
IAS 39
IFRIS 21
IFRS 10,
IFRS 12,
IAS 27
IAS 32
IFRS 14
IFRS 15
IFRIC 21
Levies
20
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
2. Accounting Policies (continued)
New Standards, amendments and interpretations issued but not effective (continued)
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact
on the financial statements of the Group. The Group does not intend to apply any of these pronouncements early.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company
(its subsidiaries) made up to 30th November each year. Control is achieved where the Company has the power to govern the
financial and operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive
income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries
are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the
non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and
attributed to owners of the company.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the
aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Where certain assets
of the subsidiary are measured at revalued amounts or fair values and the related cumulative gain or loss has been recognised
in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income
and accumulated in equity are accounted for as if the company had directly disposed of the related assets (i.e. reclassified to
profit or loss or transferred directly to retained earnings). The fair value of any investment retained in the former subsidiary at
the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 “Financial
Instruments: Recognition and Measurement” or, when applicable, the cost on initial recognition of an investment in an associate
or a jointly controlled entity.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination
is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group,
liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange
for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition
date, except that:
–
deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an
acquiree’s share-based payment transactions with share-based payment transactions of the Group are measured in
accordance with IFRS 2 Share-based Payment at the acquisition date; and
assets (or disposal Groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale
and Discontinued Operations are measured in accordance with that standard.
–
–
21
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
2. Accounting Policies (continued)
Business combinations (continued)
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in
the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after assessment, the net of the
acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest
in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
(i) Current tax
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules
using tax rates enacted or substantially enacted by the statement of financial position date.
Income tax is recognised in the income statement or in equity if it relates to items that are recognised in the same or a
different period, directly in equity.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities.
(ii) Deferred tax
Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date
between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differenced, and the carrying forward or unused tax assets and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.
Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient
taxable profit that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at
the balance sheet date.
Investments
Investments in subsidiaries are held at cost less any impairment.
Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
instrument.
Trade and other receivables
Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. Subsequent to the initial recognition, trade and receivables and measured at amortised cost less impairment
losses for bad and doubtful debts, except where the receivables are interest-free loans made to related parties without any
fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less
impairment losses for bad and doubtful debts.
22
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
2. Accounting Policies (continued)
Trade and other receivables (continued)
Impairment losses for bad and doubtful debts are measured as the difference between the carrying amount of financial asset
and the estimated future cash flows, discounted where the effect of discounting is material.
Cash and cash equivalents
Cash and cash equivalents comprised of cash at bank and in hand.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the
company at the statement of financial position date approximated their fair values, due to relatively short term nature of these
financial instruments
Trade and other payables
Trade and other payables are initially recognised at fair value and thereafter stated in amortised cost, except where the payables
are interest free loans made by related parties without any fixed repayment terms or the effect of discounting would be
immaterial, in which case they are stated at cost.
Impairment of non-financial assets
At each statement of financial position date, the Group reviews the carrying amounts of its investments to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to
which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there
is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If
the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.
A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount,
in which case the reversal of the impairment loss is treated as a revaluation increase.
Capital management
Capital is made up of stated capital, premium and retained earnings. The objective of the Group’s capital management is to
ensure that it maintains strong credit ratings and capital ratios. This will ensure that the business is correctly supported and
shareholder value is maximised.
The Group manages its capital structure through adjustments that are dependent on economic conditions. In order to maintain
or adjust the capital structure, the company may choose to change or amend dividend payments to shareholders or issue
new share capital to shareholders. There were no changes to the objectives, policies or processes during the year ended
30 November 2014.
23
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
2. Accounting Policies (continued)
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received. Incremental costs directly attributable to the
issuance of new ordinary shares are deducted against share capital.
Share-based compensation
The fair value of the employee and suppliers services received in exchange for the grant of the options is recognised as an
expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options
granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-
market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement
of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the
impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share
premium when the options are exercised.
The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model,
which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in
the model is adjusted; based on management’s best estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage factor used in the calculation is based on management’s best
estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against
peer companies in the industry.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment
losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Depreciation on property, plant and equipment is calculated using the straight-line method to write off their cost over their
estimated useful lives at the following annual rates:
Computer equipment
30%
Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting period.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to
arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset, and is
recognised in profit or loss in the year in which the asset is derecognised.
Intangibles – Patents
Separately acquired patents are shown at historical cost. Patents have a finite useful life and are carried at cost less accumulated
amortisation. Amortisation is calculated using the straight line method to allocate the cost of the patents over their estimated
useful life of ten years once the patents have been granted.
Research and Development
Research expenditure is written off to the statement of comprehensive income in the year in which it is incurred. Development
expenditure is written off in the same way unless the Directors are satisfied as to the technical, commercial and financial viability
of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is
expected to benefit.
24
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
2. Accounting Policies (continued)
Merger relief reserve
The merger relief reserve arises from the 100% acquisition of OptiBiotix Limited whereby the excess of the fair value of the
issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with
section 612 of the Companies Act 2006.
Critical accounting judgments and key sources of estimation uncertainty
The preparation of the financial statements requires management to make estimates and assumptions concerning the future
that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses during the reporting periods.
The resulting accounting estimates will, by definition, differ from the related actual results.
•
Share based payments
The fair value of share based payments recognised in the income statement is measured by use of the Black Scholes model,
which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used
in the model is adjusted; based on management’s best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management’s
best estimate of future share price behaviour and is selected based on past experience, future expectations and
benchmarked against peer companies in the industry.
3. Segmental Reporting
In the opinion of the Directors, the Group has one class of business, being that of research and development. The Group’s
primary reporting format is determined by the geographical segment according to the location of its establishments. There is
currently only one geographic reporting segment, which is the UK. All costs are derived from the single segment.
25
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
4. Employees and Directors
Wages and salaries
Directors fees
Social security costs
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
35,679
130,785
4,034
170,498
162,000
–
–
162,000
Year ended
30 November 2014
No.
Sixteen
months ended
30 November 2013
No.
The average monthly number of employees during the year was as follows:
Directors
4
3
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
Directors’ remuneration
Directors share based payments
Total emoluments
166,464
49,053
215.517
Directors’ remuneration
Details of emoluments received by Directors of the Group for the year ended 30 November 2014 are as follows:
A Reynolds
S P O’Hara
M Wyatt*
D E Evans
N C P Nelson
Total
Remuneration
£
64,333
35,679
–
40,000
26,452
166,464
Share based
payments
£
–
34,746
–
14,307
–
49,053
162,000
–
162,000
Total
£
64,333
70,425
–
54,307
26,452
215,517
* For disclosure in relation to Mark Wyatt’s fees please refer to note 18.
26
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
5. Net Finance Income/(Costs)
Finance Income:
Bank Interest
Finance Costs:
Bank loan interest
Net Finance Income/(Costs)
6. Expenses – analysis by nature
Research and development
Directors’ emoluments (Note 4)
Auditor remuneration - audit fees (Company only £15,000 (2013: £8,000))
Auditor remuneration – non audit fees
Share based payments charge
Depreciation on property, plant and equipment
Foreign exchange differences
Other expenses
Administrative expenses
AIM Admission expenses
Total administrative expenses
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
93
–
93
–
(4,000)
(4,000)
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
56,733
166,464
14,630
500
63,770
244
7
186,667
489,015
365,038
854,053
–
162,000
8,000
–
–
–
–
171,466
341,466
–
341,466
The surplus arising on settlements with trade creditors relates to the write-off of part of the balances due to certain creditors
in 2013 as agreed with them.
Admission costs relate to the admission to Aim in August 2014.
Included within the admission expenses are one-off non-audit fees of £53,400 (2013 – £nil) in relation to the admission to AIM.
27
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
7.
Income Tax
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities for the year ended 30 November 2014 nor for the year ended
30 November 2013.
Loss on ordinary activities before income tax
(853,960)
(2,166,074)
Loss on ordinary activities multiplied by the standard rate
of corporation tax in UK of 20% (2013 – 20%)
(170,792)
(433,215)
Year ended
30 November 2014
£
Sixteen
months ended
30 November 2013
£
Effects of:
Disallowables
Impairment of intercompany loans
Losses on disposal of investments
Effect of research & development tax credit
Capital allowances
Unused tax losses carried forward
Tax expense
73,008
–
–
(43,254)
220
97,564
(43,254)
–
278,873
100,000
–
–
54,342
–
The Group has estimated losses of £151,860 (2013: £114,677) and estimated excess management expenses of £1,143,854
(2013: £851,559).
The tax losses have resulted in a deferred tax asset of approximately £259,143 (2013: £193,247) which has not been recognized
as it is uncertain whether future taxable profits will be sufficient to utilize the losses.
Current tax asset – Group
Research & development tax credit claimed
2014
£
43,254
2013
£
–
28
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
8. Earnings per Share
Basic earnings per share is calculated by dividing the earnings attributable shareholders by the weighted average number of
ordinary shares outstanding during the period.
Reconciliations are set out below:
2014
Weighted average
Number of shares
£
Loss per-share
30 November 2013
Pence
Earnings
£
Basic and diluted EPS
Earnings attributable to ordinary shareholders
(810,706)
26,751,262
3.03
2013
Weighted average
Number of shares
£
Loss per-share
30 November 2013
Pence
Earnings
£
Basic and diluted EPS
Earnings attributable to ordinary shareholders
(2,176,074)
469,161
463.82
The weighted average number of shares for 2013 has been adjusted from 93,832,112 to reflect the subdivision which occurred
during the year.
Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and
warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. As at 30 November 2014
there were 4,579,560 outstanding share options and 8,632,843 outstanding share warrants, both are potentially dilutive.
9. Company’s result for the year
The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent
Company income statement account.
The result for the parent Company for the year was £675,225 (2013: £2,176,074).
29
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
10. Intangible assets
Group
Cost
At 1 August 2012 & 1 December 2013
Acquisitions through business combinations
At 30 November 2014
Carrying amount
At 30 November 2014
At 30 November 2013
£
–
2,259,369
2,259,369
2,259,369
–
The above additions represent the fair value of patents on acquisition of the company’s subsidiary undertaking, OptiBiotix Limited.
No amortisation has been charged during the period as the patents had been applied for and were not in use during the period.
Once they are in use they will be amortised over 10 years.
Principal
activities
Country of
incorporation and
place of business
Proportion of
equity interest
Research & Development
United Kingdom 100% of ordinary shares
£
–
1,099
1,099
–
244
244
855
–
Name of company
OptiBiotix Limited
11. Property, plant and equipment
Group
Cost
At 1 August 2012 & 1 December 2013
Additions
At 30 November 2014
Depreciation
At 1 August 2012 & 1 December 2013
Additions
At 30 November 2014
Carrying amount
At 30 November 2014
At 30 November 2013
30
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
12. Investment in subsidiary undertakings
Company
Cost
At 1 August 2012
Disposals
At 30 November 2013
Additions
At 30 November 2014
Impairment
At 1 August 2012
Disposals
At 30 November 2013 & 2014
Carrying amount
At 30 November 2014
At 30 November 2013
£
4,216,000
(4,216,000)
–
2,000,000
2,000,000
3,717,000
(3,717,000)
–
2,000,000
–
As at 30 November 2014, the company directly held the following subsidiary:
Name of company
Principal activities
Country of incorporation
and place of business
Proportion of
equity interest
2014
OptiBiotix Limited
Research & Development United Kingdom
100% of ordinary shares
On 5 August 2014, the company acquired the entire share capital of OptiBiotix Limited whose principal activity is research and
development into pre, pro and synbiotics. The principal reason for this acquisition was that OptiBiotix Limited had been assessed
as having significant potential to increase shareholder value.
OptiBiotix Limited has not generated any revenue for the Group since the acquisition date. Its loss of £135,484 since its
acquisition has been included in the consolidated loss for the year. If OptiBiotix Limited had been acquired as at the start of the
current year the loss for the Group would have been £851,439.
31
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
12. Investment in subsidiary undertakings (continued)
Details of the price and consideration are as set out below:
25,000,000 ordinary shares of 2p issued at 8p per share
Details of the fair value of identifiable assets and liabilities acquired and goodwill are as follows:
Patents
Other receivables
Cash
Other payables
Deferred tax liability
Total net assets
Goodwill
13. Trade and other Receivables
Current
Amounts owed by Group undertakings
Other receivables
Prepayments and accrued income
14. Cash and Cash Equivalents
Current
Book Value
£
–
25,732
251,834
(85,061)
–
192,505
Adjustment
£
2,259,369
–
–
–
(451,874)
1,807,495
Group
2014
2013
2014
£
£
2,000,000
Fair value
£
2,259,369
25,732
251,834
(85,061)
(451,874)
2,000,000
–
Company
2013
£
–
–
3,304
1,347
4,651
–
131,107
285,835
15,432
–
–
285,835
15,432
301,267
131,107
301,267
Group
2014
2013
2014
£
Company
2013
£
150
Cash and bank balances
2,870,442
150
2,690,375
32
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
15. Called Up Share Capital
Issued share capital comprises:
Ordinary shares of 0.01p - 895,237,295
Ordinary shares of 2p each – 72,281,082
Deferred shares of 19p each - 26,001,739
Deferred shares of 0.9p - 63,373,961
Deferred shares of 0.09p – 135,587,295
2014
£
–
1,445,622
4,940,330
570,366
122,028
7,078,346
2013
£
89,524
–
4,940,330
570,366
122,028
5,722,248
On 17 February 2014 203,380,942 ordinary shares of £0.0001 each were issued at £0.0004 each for cash.
On 18 June 2014 2,288,482 ordinary shares of £0.0001 each were issued at £0.0004 each for cash.
On 17 July 2014 81 ordinary shares of £0.0001 each were issued at £0.0001 each for cash.
On 4 August 2014, the issued ordinary shares of £0.0001 each were reorganised in to 5,504,534 ordinary shares of £0.02 each.
On the same date 41,250,000 new ordinary shares of £0.02 each were issued at £0.08 each for cash and a further
25,000,000 ordinary shares of £0.02 each were issued at a price of £0.08 each as consideration to acquire OptiBiotix Limited.
On 1 October 2014, 14 November 2014 and 27 November 2014 the company issued and allotted 270,850, 243,198 and
12,000 ordinary shares of £0.02 each respectively, exercised at a price of £0.08 per share in the capital of the company following
the exercise of warrants.
The ordinary shares are non-redeemable and provide holders with one vote per share on a vote at a company meeting. They
also provide one equal right per share in any ordinary dividend declared and one equal right per share in the distribution of any
surplus due to the ordinary shareholders on a winding up.
The deferred shares are non-redeemable, non-voting and the holders are not entitled to dividends or to participate in profits.
After the holders of ordinary shares have received the aggregate amount paid up thereon plus £30 million per such share, there
shall be distributed amongst the holders of the deferred shares an amount equal to the nominal value of the deferred shares.
16. Trade and other payables
Current
Trade payables
Accrued expenses
Other payables
Contingent consideration
Amount due to Director
Non-current:
Contingent consideration
Total trade and other payables
Group
Company
2014
£
2013
£
–
122,042
77,424
–
–
189
19,770
23,793
19,930
–
2014
£
–
–
36,917
–
–
2013
£
122,042
19,770
23,793
19,930
–
77,613
185,535
36,917
185,535
–
19,930
–
19,930
77,613
205,465
36,917
205,465
33
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
17. Deferred Tax
Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between
the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 20% (2013:20%)
The movement on the deferred tax account is as shown below:
At 1 December
Arising on business combination
2014
£
–
451,874
451,874
2013
£
–
–
–
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred
tax assets where the Directors believe it is probable that these assets will be recovered.
18. Related Party Disclosures
Directors and shareholders of the Group
During the year to 30 November 2014, the company was charged £64,333 for services provided by Reyco Limited, a company
controlled by A Reynolds.
During the year to 30 November 2014, the company was charged £26,452 for services provided by Nexfin a company controlled
by N Nelson.
During the year to 30 November 2014, the group was charged £6,600 in relation to Mark Wyatt’s directors fee by Enterprise
Venture Limited.
At the year end, the Group owed £189 (2013: £nil) to SP O’Hara for expenses incurred on behalf of the Group.
19. Ultimate Controlling Party
No one shareholder has control of the company.
34
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
20. Share Based payment Transactions
(i) Share options
The company had introduced a share option programme to grant share options as an incentive for employees of the former
subsidiaries.
Each share option converts into one ordinary share of the company on exercise. No amounts are paid or payable by the
recipient on receipt of the option and the company has no legal obligation to repurchase or settle the options in cash. The
options carry neither rights to dividends nor voting rights prior to the date on which the options are exercised. Options may
be exercised at any time from the date of vesting to the date of expiry.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
Number of outstanding share options as at 30 November 2014:
Number of options
Average exercise price
2014
No.
2013
No.
Outstanding at the beginning of the period
3,820,026
3,820,026
Effects of reorganisation*
Granted during the year
Forfeited/cancelled during the year
Outstanding at the end of the period
(3,800,926)
8,610,543
(1,950)
8,627,693
–
–
–
3,820,026
2014
£
0.03
0.03
0.08
44.28
0.08
2013
£
0.03
–
–
–
0.03
*After the share consolidation on 4 August 2014.
For the share options issued in the year vesting conditions dictate that half will vest if the middle market quotation of an existing
Ordinary share is 16p or more on each day during any period of at least 30 consecutive Dealing days and half will vest when a
commercial contract is signed. The two conditions are not dependent on each other and will vest separately.
The share options outstanding at the period end had a weighted average remaining contractual life of 3,578 days (2013 – 1,639
days) and the maximum term is 10 years.
The fair value of the share options issued in the current period on 17 September 2014 with an exercise price of 8p is 2.73p
and was derived using the Black Scholes model. The following assumptions were used in the calculations:
Share price at grant date
Risk-free rate
Volatility
Expected life
8p
0.25%
35%
10 years
Expected volatility is based on a conservative estimate for an AIM listed entity. 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
considerations.
(ii) Warrants
On 20 February 2014, an open offer was made to the potential investors to subscribe for 203,380,942 new ordinary shares of
£0.0001 each at £0.0001 each. On a 1:1 basis, warrants attach to any shares issued under the open offer convertible at any time
to 30 November 2016 at £0.0004 per shares.
35
236482 OptiBiotix R&A Text 28/05/2015 16:52 Page 36
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
20. Share Based payment Transactions (continued)
(ii) Warrants (continued)
On 4 August 2014, the warrants in issue were consolidated in the ratio of 200:1 as part of the share reorganisation.
Movements in the number of share warrants outstanding and their related weighted average exercise prices are as follows:
Number of warrants
Average exercise price
Outstanding at the beginning of the period
713,010,000
2014
No.
Effects of reorganisation*
Granted during the year
Forfeited/cancelled during the year
Exchanged for shares
Outstanding at the end of the period
(709,450,064)
1,555,064
712,500,000
2,550
(537,990)
4,579,560
–
–
713,010,000
2013
No.
510,000
–
2014
£
0.08
0.08
0.08
0.08
0.08
0.08
2013
£
0.2000
–
0.0004
–
–
0.0004
*After the share consolidation on 4 August 2014.
The fair value of the share options issued in the current period on 5 August 2014 with an exercise price of 8p is 2.73p and was
derived using the Black Scholes model. The following assumptions were used in the calculations:
Share price at grant date
Risk-free rate
Volatility
Expected life
8p
0.25%
35%
10 years
A charge of £63,770 (2013: £nil) has been recognised during the year for the share based payments over the vesting period.
21. Financial Risk Management Objectives and Policies
The Group’s financial instruments comprise cash balances and receivables and payables that arise directly from its operations.
The main risks the Group faces are liquidity risk, capital risk and foreign currency risk.
The board regularly reviews and agrees policies for managing each of these risks. The Group’s policies for managing these risks
are summarised below and have been applied throughout the period. The numerical disclosures exclude short-term debtors
and their carrying amount is considered to be a reasonable approximation of their fair value.
Interest risk
The Group is not exposed to significant interest rate risk as it has limited interest bearing liabilities at the year end.
Credit risk
The Group is not exposed to significant credit risk as it did not make any credit sales during the year.
Liquidity risk
Liquidity risk is the risk that Group will encounter difficulty in meeting these obligations associated with financial liabilities.
The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk
management framework for the management of the Group’s short term and long-term funding risks management requirements.
During the period under review, the Group has not utilised any borrowing facilities.
The Group manages liquidity risks by maintaining adequate reserves and reserve borrowing facilities by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
36
236482 OptiBiotix R&A Text 28/05/2015 16:52 Page 37
Annual Report and Accounts 2014
Notes to the Financial Statements (continued)
For the year ended 30 November 2014
21. Financial Risk Management Objectives and Policies (continued)
Capital risk
The Group’s objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide
returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital.
22. Post Balance Sheet Events
On 9 January 2015 the company issued and allotted 125,000 ordinary shares of 2 pence each exercised at a price of 8 pence
per share in the capital of the Company following the exercise of warrants.
On 20 January 2015 the company issued and allotted 24,315 ordinary shares of 2 pence each exercised at a price of 8 pence
per share in the capital of the Company following the exercise of warrants.
On 20 March 2015 the company issued and allotted 441,807 ordinary shares of 2 pence each exercised at a price of 8 pence
per share in the capital of the Company following the exercise of warrants.
On 31 March 2015 the company granted options to subscribe for in aggregate 1,717,544 ordinary shares of 2 pence each to
two directors and an employee pursuant to the terms of the company share option scheme. All of these options vest upon
certain performance criteria being met and lapse on the tenth anniversary of the agreements.
On 20 April 2015 the company issued and allotted 479,787 ordinary shares of 2 pence each exercised at a price of 8 pence
per share in the capital of the Company following the exercise of warrants.
On 26 May 2015 the company issued and allotted 25,941 ordinary shares of 2 pence each exercised at a price of 8 pence per
share in the capital of the Company following the exercise of warrants.
37
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Notice of Annual General Meeting
OPTIBIOTIX HEALTH Plc
Notice is hereby given that the Annual General Meeting of OptiBiotix Health Plc (the “Company”) will be held at the offices of
Enterprise Ventures Limited, 73/79 King Street Manchester M2 4NG at 11.00 a.m. on 11 August 2015 for the following purposes:
1.
2.
3.
4.
5.
6.
7.
To receive the Company’s Report and Accounts for the year ended 30 November 2015.
To re-elect David Evans, who retires by rotation, as a Director.
To re-elect Stephen O’Hara, who retires by rotation, as a Director.
To re-elect Mark Wyatt, who retires by rotation, as a Director.
To re-elect Gareth Barker, who retires by rotation, as a Director.
To re-elect Jim Laird, who retires by rotation, as a Director.
To re-appoint Jeffrey’s Henry LLP as auditors of the Company and to authorise the Directors to determine their
remuneration.
Special Business
To consider and, if thought fit, to pass the following resolutions as to the resolution numbered 4 as an Ordinary Resolution and as
to the resolutions numbered 5 and 6 as Special Resolutions:
THAT the Directors be and they are hereby authorised generally and unconditionally for the purposes of Section 551 of
the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot shares in the Company or to grant
rights to subscribe for, or to convert any security into, shares in the Company (such shares and/or rights being “Relevant
Securities”) up to an aggregate nominal amount of £489,186.61 being one third of the current issued share capital, provided
that this authority shall, unless renewed, varied or revoked by the Company, expire on the date being the earlier of the
date 15 months after the passing of this Resolution and the conclusion of the Annual General Meeting of the Company to
be held in 2016, save that the Company may, before such expiry, make offers or agreements which would or might require
Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement
notwithstanding that the authority conferred by this Resolution has expired.
This authority shall be in substitution for and shall replace any existing authority pursuant to Section 551 of the Act to the
extent not utilised at the date this resolution is passed.
THAT, subject to and conditional upon the passing of resolution 8, the Directors be and they are hereby generally
empowered pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash
pursuant to the authority conferred under Resolution 8 above as if sub-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 a rights issue or any pre-emptive offer in favour of holders
of ordinary shares in the Company where the equity securities attributable to the respective interests of such
holders are proportionate (as nearly as maybe) to the respective numbers of ordinary shares held by them on
the record date for such allotment subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient to deal with fractional entitlements or any legal or practical difficulties under the laws of,
or the requirements of, any regulatory body or stock exchange of any overseas territory or otherwise;
(b)
the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal
value of £440,267.90 being 30% of the current issued share capital;
and shall expire on the date being the earlier of the date 15 months after the passing of this Resolution and the conclusion
of the Annual General Meeting of the Company to be held in 2015, provided that the Company may before such expiry
make an offer or agreement which would require equity securities to be allotted in pursuance of such offer or agreement
as if the power conferred hereby had not expired and provided further that this authority shall be in substitution for and
supersede and revoke any earlier power given to Directors.
8.
9.
38
Annual Report and Accounts 2014
Notice of Annual General Meeting (continued)
OPTIBIOTIX HEALTH Plc
By Order of the Board
Stephen O’Hara
28 May 2015
Notes
Registered Office:
Innovation Centre
Innovation Way
Heslington
York
YO10 5DG
1.
2.
3.
3.
A member of the Company is entitled to appoint a proxy or proxies to attend, speak and vote at the meeting in his stead.
A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. A member may not appoint more than one proxy to exercise rights attached to any one share. A proxy does not
need to be a member of the Company.
The appointment of a proxy does not preclude you from attending the meeting and voting in person. If you appoint a
proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
To be effective Forms of Proxy must be duly completed and returned so as to reach the Share Registrars Ltd, Suite E,
First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL no later than 11.00 a.m. on 7 August 2015.
To be entitled to attend and vote at the meeting (and for the purpose of the determination by Company of the number
of votes they may cast), members must be entered in the Register of members at 11.00 a.m. on 7 August 2015 (“the
specified time”). If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the
original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote
(and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If however the meeting
is adjourned for a longer period then, to be so entitled, members must be entered on the Company’s Register of Members
at the time which is not less than 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice
of the adjourned meeting, at the time specified in that notice.
39
OptiBiotix Health Plc (Formerly Ducat Ventures Plc)
Explanatory Notes to the
Notice of Annual General Meeting
Resolution 1
The Directors are required by law to present to the meeting the Audited Accounts and Directors’ Report for the year ended
30 November 2014.
Resolutions 2 to 6 (inclusive)
Each of the Company’s Directors listed in these resolutions was appointed by the Board after the last Annual General Meeting of
the Company. Under the terms of the Company’s Articles of Association any Director appointed as an additional Director after the
last Annual General Meeting must resign at the next Annual General Meeting and may offer himself or herself for re-appointment.
Each of the Directors of the Company listed in these resolutions is offering himself for re-appointment.
Resolution 7
The Auditors are required to be re-appointed at each Annual General Meeting at which the Company’s Audited Accounts are
presented.
Resolution 8
Under the Act, the Directors may only allot shares if authorised to do so. Whilst the current authority has not yet expired, it is
customary to grant a new authority at each Annual General Meeting. Accordingly, this resolution will be proposed as an ordinary
resolution to grant a new authority to allot or grant rights over up to £489,186.61 in nominal value of the Company’s unissued
share capital. If given, this authority will expire at the Company’s next annual general meeting following the date of the resolution.
Although the Directors currently have no present intention of exercising this authority, passing this resolution will allow the Directors
flexibility to act in the best interests of the Company’s shareholders when opportunities arise.
Resolution 9
The Directors require additional authority from the Company’s shareholders to allot shares where they propose to do so for cash
and otherwise than to the Company’s shareholders pro rata to their holdings. This resolution will give the Directors power to issue
new ordinary shares for cash other than to the Company’s shareholders on a pro rata basis
by way of a rights or similar issue or
(ii) with a nominal value of up to £440,267.90. This resolution will be proposed as a special resolution.
(i)
(j)
40
Annual Report and Accounts 2014
41
Innovation Centre
Innovation Way
Heslington
York YO10 5DG
www.optibiotix.com