Adding precision
to medicine
Annual report and accounts 2015
Overview and strategic repor t
Proteome Sciences in brief
Mission and vision
Our strategy
Proteomics explained
(inside front cover)
01 Adding precision to medicine
The future of healthcare
is undoubtedly precision medicine
02 Mapping the future of healthcare
with precision
04 Chairman’s Message
05 Key performance indicators
06 Proteome Sciences at a glance
08 Adding precision to medicine
The precision measures
for better understanding
10 Faster, more efficient and with
precision accuracy
12 Our business model
13 Our measures for success
14 Strategic Report
Governance and financial statements
22 Senior Management Team
and Board of Directors
24 Directors’ Report
28 Independent Auditor’s Report
29 Consolidated Income Statement
30 Consolidated Statement
of Comprehensive Income
31 Consolidated Balance Sheet
32 Company Balance Sheet
33 Consolidated Statement of Changes
in Equity
34 Company Statement of Changes
in equity
35 Consolidated and Company
Cash Flow Statements
36 Notes to the Consolidated
Financial Statements
Other matters
61 Advisers
62 Notice of meeting
63 Form of proxy
Proteome Sciences in brief
Proteome Sciences is a leading protein biomarker company specialising
in proteomics and peptidomics services and applications, and best-in-class
mass spectrometry protein analysis capability.
We have developed a broad portfolio of novel, high value protein biomarker
content addressing numerous disease areas where there is unmet need,
or where the ranges of existing diagnostic or therapeutics available have severe
limitations. These include neurodegenerative diseases, stroke and cancer
and where biomarker product candidates have the potential to transform disease
management and treatment.
Through our novel biomarker discovery both internally and with collaborative
partners, our goal is to improve the quality of life for patients with debilitating
and life-threatening diseases.
Mission and vision
Proteome Sciences is a life sciences company delivering content for precision
medicine through its services, biomarkers and reagents. We have a strong
track record in discovery and innovation supported by intellectual property.
We use high sensitivity proprietary technologies to detect biomarkers
(differentially expressed proteins from body fluids or tissue in diseases) and to
make rapid assays for testing. These are developed and commercialised as
diagnostic, monitoring or therapeutic products through strategic alliances and
out-licensing.
Our strategy
Our strategy is to discover, develop and implement measurably better
biomarker tools for a range of major human diseases and to provide rapid cost
effective outsourcing service and assays which enable our partners to deliver
more effective healthcare.
Proteomics explained
Proteomics is the scientific discipline which studies proteins and searches
for proteins that are associated with a disease by means of their altered
levels of expression and/or post-translational modification between control
and disease states. It enables correlations to be drawn between the range
of proteins produced by a cell or tissue and the initiation or progression
of a disease state and the effect of therapy.
The abundance of information and detailed analysis of the proteome permits
the discovery of new protein markers for diagnostic purposes and of novel
molecular targets for drug discovery. Proteomics play a major role in biomedical
research and the development of future generations of diagnostic and
therapeutic products.
AddinG PRECiSiOn TO MEdiCinE
The future of healthcare is
undoubtedly precision medicine
The world is changing, our populations becoming older, and the
pressure on social care is creating urgent need to find new ways
to reduce both the financial and personal costs from indications
such as Alzheimers and cancer.
See market facts on dementia and cancer
page 02
Our breakthrough science and trusted proprietary technologies
for protein biomarker discovery, validation and assay development
adds valuable insights in how to prevent and better treat disease.
Learn more about our precision medicine capabilities
page 06
We are opening up possibilities for both patient care by providing
better diagnosis and earlier intervention for some of the most
debilitating and life threatening conditions before they get to the
terminal stage, and also making a valuable contribution to clinical
development by delivering a faster and lower cost way of
progressing new drugs to market.
Understand how our science can be applied
page 08
Proteome Sciences plc Annual report and accounts 2015
01
Mapping the future of
healthcare with precision
Proteomics plays a major role in biomedical
research and the development of next generation
diagnostic and therapeutic products that underpin
precision medicine.
While cancer, stroke, brain damage and
Alzheimer’s remain a major challenge, improving
their diagnosis and speed the testing of drugs
to treat them cannot come soon enough.
We’re determined to address these needs.
Our pioneering science has already made
us global leaders in applied proteomics.
Our established proprietary technologies
for protein biomarker discovery, validation
and assay development are opening new worlds
for the biotech and pharmaceutical industries.
But most important of all, while we constantly
innovate for the future, our pathfinding approach
offers new hope today, to millions of people.
20%
1 in 5 FDA approvals in 2014
were for targeted therapies
Source: U.S. FDA
12 deaths a day
Liver cancer mortality rates
have increased more than
three-fold in males and more
than four-fold in females since
the mid-1970s in the UK
Source: Cancer Research UK
138 approvals
Total number of FDA approved
drugs with biomarker
information provided on their
drug label in 2015
Source: U.S. FDA
1 in 8 women in
the United States
1 in 8 US women (around 12%)
will develop invasive breast
cancer over the course of
their lifetime
Source: Breastcancer.org
6.2m lives lost
in one year
An estimated 17.3 million
people died from cardio
vascular disease in 2012,
representing 30% of all
global deaths. Of these
deaths, an estimated
6.2 million were due
to stroke
Source: World Health Organisation
Proteome Sciences plc Annual report and accounts 2015
02
7th deadliest
cancer
Early stages of pancreatic
cancer do not usually produce
symptoms, so the disease is
generally advanced when it is
diagnosed. This cancer is
almost always fatal, and is the
seventh most common cause
of death from cancer
Source: WCRF International
47.5m people
suffering
The number of people living
with dementia worldwide is
currently estimated at 47.5
million and is projected to
increase to 75.6 million by
2030. The number of cases
of dementia are estimated to
more than triple by 2050
Source: World Dementia Council
Proteome Sciences plc Annual report and accounts 2015
03
ChAiRMAn’S MESSAGE
Personalised medicine is making
a massive leap forward
We have benefitted from a good performance in all aspects
of the business in 2015, in particular biomarker services
where there has been strong customer adoption of SysQuant®
and TMTcalibrator™ with the focus on Precision Medicine.
Considerable scientific progress has been made over the
period, particularly in Alzheimer’s disease (Ad) across
a number of different areas and these have formed the backcloth
to the prominent releases and presentations that we have
made at major Ad meetings in the USA and Europe.
The main themes have centred around our most recent biological
data on CK1d inhibitors in tau and blood and CSF biomarkers
as neuro-inflammatory markers for measuring Ad severity and
progression. These discoveries have extended our iP in Ad most
notably in the tau pathway and provide additional support to
licensing discussions, at the same time allowing us to maximise
cross-marketing of SysQuant® and TMTcalibrator™ services.
Strong demand for SysQuant® and TMTcalibrator™
Substantial customer interest for our SysQuant® and
TMTcalibrator™ services necessitated a second Fusion mass
spectrometer in the summer to satisfy the demand and to
significantly increase the scale of the biomarker services division
to address the growing capacity requirements for orders from the
USA and Europe. This came on stream and was at full capacity
in Q4. Provision of the new Fusion more than doubled the
existing capacity for customer contracts and made full use
of the substantial upgrade already made to the IT infrastructure
in Frankfurt and London.
Excellent in vivo results for CK1d compounds
Results were announced at CTAD, Barcelona providing compelling
evidence that our two compounds for CK1d in a second and
different in vivo model of AD mimicked the results of our previous
study and successfully lowered the level of tau phosphorylation.
This data provides strong additional support to our licensing
discussions for our compounds in Alzheimer’s disease.
TMT® gains momentum
The introduction of TMT® 10-plex added further momentum to
TMT®’s dominant position in isobaric mass tagging and raised
the profile and usage of TMT® tags for a growing number of
applications. Development of a new range of tags with higher
plexing rates is in process and that should provide further
impetus to future sales.
High levels of interest for our biomarker services from pharmaceutical
customers, particularly for SysQuant® and TMTcalibrator™, continued
throughout the period and was reflected by the strong increase
in services revenue. That trend is ongoing and provides a healthy
background for revenue growth and prospects in 2016.
Strong order book, repeat business and growing pipeline
The current year started well with a strong order book, increasing
amounts of repeat business and a growing pipeline in biomarker
services. With the level of SysQuant®/TMTcalibrator™ production
doubled following the installation of the additional Fusion mass
spectrometer, the increased capacity is being fully utilised at a
time when the volume of customer enquiries is rising on a monthly
basis. Current indications point to a strong performance in 2016.
Licensing and milestone payments
The CE marked stroke test is on track for launch by Randox in
2016 at which point further milestone payments will be triggered.
Additionally there is the prospect of further non-exclusive licenses
to follow. TMT® continues to show good growth and is expected
to further increase in market share from new applications
in systems biology and again when new generation higher
plexing tags are launched in 2017.
in conclusion
The encouraging trends and growth across the business in 2015
have continued in the current year. Proteome Sciences is firmly on
track to deliver a significant increase in revenues from biomarker
services and TMT® in 2016 and the possibility in addition of
further licensing deals from our AD and stroke IP.
development of MCi/Ad panel
Following receipt of the analysis from the next cohort of patients
with MCI/AD from KCL, we anticipate that the proposed 10 protein
panel will be finalised and developed into a panel test later in the
year. It is intended that the test will be out-licensed non-exclusively.
Christopher Pearce
Chairman
Proteome Sciences plc Annual report and accounts 2015
04
KEy FinAnCiAL PERFORMAnCE indiCATORS
Revenue growth (£m)
KEy FinAnCiAL PERFORMAnCE indiCATORS
£1.88m
£1.56m
2015
2014
Revenue growth by type (£m)
Licences/Sales/Services
Revenue growth by type (£m)
Grant Services
£1.68m
£1.30m
2015
2014
£0.21m
2015
£0.27m
2014
Revenue breakdown
Licences/Sales/Services
11%
Grant Services
89%
Licences/Sales/Services
+20%
Revenue increased 20% to £1.88m
(2014: £1.56m)
£2.72m
Loss after taxation was £2.72m
(2014: £3.57m)
+51%
Revenue from Biomarker Services £0.79m
(2014: £0.53m)
£1.81m
Cash balance £1.81m
(2014: £1.87m)
+33%
TMT® product sales
+17
iP portfolio strengthened
Another 17 patents granted and a further
23 applications were filed in 2015
Proteome Sciences plc Annual report and accounts 2015
05
PROTEOME SCiEnCES AT A GLAnCE
Proteome Sciences is a
leading protein biomarker
discovery company
specialising in proteomics
applications and services
and boasting best-in-class
mass spectrometry protein
analysis and assay
— We have developed a broad portfolio of novel, high
value protein biomarker content addressing numerous
disease areas which are available for licensing
— We are heavily invested in conducting novel Biomarker
discovery, assay development and workflows in cell
signalling pathways both internally and with key
collaborative partners
— in addition to our comprehensive biomarker services
and validated protein biomarkers for discovery and
diagnostics applications, we offer an array of high
performance protein tags and assays for mass
spectrometry analysis
PS Biomarker Services™
Our state-of-the-art biomarker discovery services use the very
latest in sample preparation and separation techniques,
isobarically labelled and label-free sample analysis platforms
and data analysis tools at our iSO 9001:2008 accredited facility.
Our biomarker discovery consulting services provide access
to extensive custom assay development options for a wide range
of disease model and human sample types.
The number of biomarkers covered by our assays and workflows
increased againand this is expected to continue to grow as we
complete additional mass spectrometry assays and workflows,
particularly through the introduction of our ‘game-changing’
SysQuant® and TMTcalibrator™ workflows.
Case study
CK1d inhibitors reduce Alzheimer’s tau phosphorylation
The study completed in November 2015 to test our proprietary inhibitors of casein
kinase 1 delta (CK1d) successfully reduced the level of tau phosphorylation in a
second in vivo model of Alzheimer’s disease (AD) tauopathy. Compounds were
given orally for five days and the level of tau phosphorylation in the brain cortex
was reduced compared to the control group. The results confirmed and were
consistent with the previous in vivo study in a different AD model that revealed
reduced tau phosphorylation when the compounds were given daily for 8 weeks.
With the SysQuant® global phosphoproteomic workflow we also saw that acute
dosing resulted in some early changes in many of the downstream pathways that
we previously identified and were affected by tau toxicity and that responded
to chronic CK1d inhibitor dosing in human AD.
Both acute and chronic dosing of our CK1d inhibitors reduced levels of
phosphorylated tau in the brains of two different models of AD. The effect of
acute dosing on phosphorylated tau to our surprise was nearly as potent as the
chronic administration.
The data from the two in-vivo studies provides excellent support for the beneficial
effects of our compounds PS 110 and PS 278-05 and their translation to human
disease and adds further substance to our partnering discussions.
Proteome Sciences plc Annual report and accounts 2015
06
Biomarkers
TMT® Reagents
Proteome Sciences conducts its own novel research and
discovery for new protein biomarkers in many human diseases.
We have numerous collaborations and partnerships with leading
laboratories in industry and academia to drive discovery,
validation and implementation of novel protein biomarkers for
drug discovery, stratification and diagnostic uses. From these,
we have discovered a broad portfolio of validated biomarkers
across a variety of disease biology and therapeutic indications
and where we have established comprehensive intellectual
property coverage.
The main areas include CnS disorders, (Alzheimer’s,
huntington’s, stroke, traumatic brain injury), Oncology
(pancreas, liver, melanoma, lung, breast, esophageal,
colorectal cancers and neuroblastoma).
Anyone wanting to use any of our biomarkers for a commercial
application will have to obtain a licence, from which Proteome
Sciences will obtain fees and royalties on any products sold.
TMT® works like a car tracker system to uniquely tag proteins
and peptides, radically reducing the variability of biomarker
discovery and speeding up the transition to biomarker validation.
Through issued US and EU patents, Proteome Sciences
dominates the global isobaric mass tag space. We have
developed and are rapidly expanding a range of novel isobaric
and isotopic reagents under the tandem Mass Tag® (TMT®)
brand which are exclusively licensed and distributed worldwide
by Thermo Scientific.
TMT® considerably enhances the performance of mass
spectrometers and delivers the ability to measure with
absolute quantitation.
Case study
Precision medicine: the road to resistance in skin cancer
Case study
Precision medicine: Clusterin – a sweet biomarker for Alzheimer’s
In collaboration with Dr. John Koomen at Moffitt Cancer Center in Florida we
have been using SysQuant® to investigate why precision medicines only provide
a limited benefit to patients with melanoma, a form of skin cancer. Three types
of cancer cells carrying different mutations commonly found in melanoma were
treated with a drug combination targeting the mutated protein BRAF in
conjunction with inhibitors of two other key targets in cancer, MEK and PI3K.
Analysis of the data showed that resistance is primarily driven by the BRAF target
and that common pathways of resistance were seen for both drug combinations
within each cell type. With this knowledge it should be possible to develop
screening tests to detect occurrence of drug resistance earlier and design
and test novel drug combinations to minimise mechanisms of resistance,
providing a more sustainable response in patients with aggressive skin cancer.
The blood protein clusterin has been reported as a promising biomarker of
Alzheimer’s disease by many groups. To better understand the biology of clusterin,
we identified 42 different variants based on their sugar content and compared their
expression levels. Surprisingly, the majority of the diagnostic signal was related to
only 8 of these ‘glycoforms’ and we have now developed a targeted mass
spectrometry assay to provide highly accurate measurement. Preliminary results
show that decreased levels of these 8 clusterin markers is associated with higher
rates of subsequent brain atrophy, a hallmark of disease progression.
We are finalising assay development and will launch our testing service for
research purposes later this year. The initial indication will be for assessment
of patients prior to enrolment for clinical trials of disease modifying drugs
in Alzheimer’s disease.
Proteome Sciences plc Annual report and accounts 2015
07
+11.6%
Oncology is the fastest-growing area for
the use of biomarkers. in fact, the global
cancer biomarkers market, which has
experienced substantial growth over the
last couple of years, is expected to grow
at a CAGR of 11.6% from 2015 to 2020
Source: MarketsandMarkets report, 2015
We are delivering
systems-wide biology solutions
through our SysQuant® and
TMTcalibrator™ programmes
Read more about SysQuant for
drug development in cancer
Page 17
Proteome Sciences plc Annual report and accounts 2015
08
AddinG PRECiSiOn TO MEdiCinE
The precision measures
for better understanding
deep protein profiling opening up
a new world of breakthrough medicine
For medicine to become truly precise, it is critical
that the right measurements are made and
interpreted. We believe that measurement
is proteomics.
Providing in-depth expertise on protein
biomarkers reduces costs and speeds up the
process of large scale clinical trials. This brings
together identifying and validating predictive and
diagnostic biomarkers with the facility to prove
their use in real life applications for individual
patients. it’s opening up a new world of
breakthrough medicine. The more data that
scientists can gather from genomics and
proteomics of real individuals, the closer we are
to prescribing safer, better drugs and treatments
with fewer side effects, tailored to the medical
needs of particular patient populations.
Cost saving
Reduction of costs bringing
diagnostics and treatments
to market
Personalised
medicine
More effective treatments
tailored to specific patient
populations
Better
accuracy
Discovery and validate
disease-relevant biomarkers
Time
advantage
Using TMT® reduces study
times tenfold. In a single
experiment SysQuant®
covers >20,000
phosphorylation sites
Proteome Sciences plc Annual report and accounts 2015
09
$24.1bn
The global biomarkers market was valued
at $24.10 billion in 2015 and is expected
to grow at a CAGR of 13.58% to reach
$45.55 billion by 2020
Source: MarketsandMarkets analysis, 2015
We are strongly positioned to
deliver more comprehensive
analysys of proteins and
cellualar pathways across
areas of disease
Read more about how our
SysQuant®and TMTcalibrator™
is delivering in the fight against
Alzheimer’s disease
Page 18
Proteome Sciences plc Annual report and accounts 2015
10
AddinG PRECiSiOn TO MEdiCinE
Faster, more efficient and
with precision accuracy
Cell signalling pathway activity is mapping
precise diagnostics and treatments
We are identifying the biological cell signalling
pathways and networks involved in disease –
developing a range of targeted assays for key
signaling pathway checkpoint proteins and other
key molecules involved in signaling events.
Signalling cascades are proteins that can be
altered, activated or deactivated to alter gene
activation and protein expression.
This can help understand how diseases react to
treatment, and to slow its progress. in our bodies,
when cell signaling pathways go wrong a series
of downstream effects lead to disease and can
cause drug treatments to fail. By building a
comprehensive map of pathway activity in each
individual with disease we can indentify the
key affected pathways to provide new drug
targets and biomarkers for target engagement
and early diagnosis.
Precision
discovery
Within the body, cells
constantly ‘talk’ with each
other via a complex and
myriad system involving
numerous chemical
messengers and relay
systems that communicate
signals between the cells of
different tissues and organs.
When these communications
systems and cell signaling
pathways are disrupted,
pathogenic processes such
as cancer often arise.
Precision
validation
Proteins uniquely provide
a real-time, clinically relevant
measure of individual
patients. detailed analysis
of proteins permits the
discovery of new protein
markers for diagnostic
purposes and of novel
molecular targets for drug
discovery for specific
patient populations.
Precision
application
We are identifying the
biological cell signalling
pathways and networks
involved in disease.
We are developing a range
of targeted assays for key
signaling pathway checkpoint
proteins and other key
molecules involved in
signaling events. Signalling
cascades are proteins that
can be altered, activated
or deactivated to alter gene
activation and protein
expression.
Proteome Sciences plc Annual report and accounts 2015
11
OUR BUSinESS MOdEL
With a rising research and product profile, in precision medicine
we expect a strong performance from our commercial business
that should result in a significant uplift in 2016 revenue.
There are multiple drivers of commercial value
accelerating our growth:
— Use of validated biomarker assays saves time and cost
of development
— Biomarker discovery and validation workflows offer greater
chances of success to find new biomarkers for drug development
and patient management
— novel iP can be generated around biomarkers and add value
to therapeutics
— new diagnostics products and drug companion diagnostics
provide additional revenue opportunities and economic value
— Multiplex TMT® are the reagents of choice for latest generation
mass spectrometry applications in systems biology
Unmet need
The quest for new medicines and treatments
targeting unmet healthcare needs and the
rise in personalised medicine drives revenue
growth.
Research and development
Conducting novel biomarker discovery and
assay development both internally and with
collaborative partners.
intellectual property
IP portfolio underpins the value created through
research and is reflected by licence fees,
milestones and royalties.
Revenue generating services
Comprehensive biomarker services and
validated protein biomarkers for diagnostic
applications and high performance protein tags
and assays for mass spectrometry analysis.
Unmet
need
h
t
w
o
r
G
e
u
n
e
v
e
R
dis
c
o
v
e
r
y
innovation
Proteome Sciences plc Annual report and accounts 2015
12
OUR MEASURES OF SUCCESS
We continue to address healthcare potential
Biomarkers are key components in the process to measure and
monitor changes across the range of major human diseases and
disorders and where there are substantial and significant unmet
needs and enormous economic value. By using innovative techniques
including mass spectrometry these can be addressed more effectively
and can deliver value for money for healthcare providers and reduce
the social care burden.
Prospective customers will use Proteome Sciences’ workflows and
assays to gain cost and time advantages, or use biomarker discovery,
validation and assay development services if no appropriate tests
exist, or if a pharmaceutical company wants to increase iP around
a drug programme by using proprietary biomarkers associated
with the drug to test and show effectiveness.
We will keep setting the new standards
The value of Proteome Sciences’ technology and patents has
been thoroughly validated by the collaborations formed with major
pharmaceutical, diagnostics, scientific equipment companies and
academic institutions. The iSO 9001:2008 accreditation at its PS
Biomarker Services™ division provides a significant endorsement
of its operations.
Pharmaceutical companies continue to cut internal R&d facilities in
order to reduce costs and increase efficiency through outsourcing and
are increasingly expected to use biomarker services more extensively
due to pressure from regulators and to improve productivity.
We continue to make good progress
We have taken our research skills in protein discovery and validation
and converted those abilities into a leading protein biomarker company
specialising in proteomics workflows and services targeting Precision
Medicine.
This has been achieved by a combination of depth and breadth of
experience in discovery, innovation, intellectual property management,
business development and finance needed to manage the Group in
the current challenging environment. Against this we expect a strong
increase in revenue growth in 2016.
With the three core areas of our business fully established with the
costs of intellectual property (iP), products and services absorbed
and supported by US and European sales teams, the risks associated
with Proteome Sciences are significantly lower than those typically
associated with drug discovery, diagnostics and biotechnology.
Proteome Sciences plc Annual report and accounts 2015
13
STRATEGiC REPORT
Our strategic focus is to...
— Build on our reputation of excellence and leadership in our field
— Commercialise extensive iP portfolio, specialist biomarker services
particularly SysQuant® and TMTcalibrator™ workflows
— Form new alliances including out-licensing biomarkers to extend
use and revenue
— Partner our CK1d compounds with pharma
— increase sales in key healthcare markets (US/EU)
— Be cash generative and sustainably profitable
Key achievements 2015
— Growth in PS Biomarker Services™ and TMT®
— increased levels of repeat business and the growing pipeline
of customer contracts and services.
— SysQuant® and TMTcalibrator™ workflows provide Proteome Sciences
with a significant USP as a biomarker services provider
— SysQuant® and TMTcalibrator™ production capacity doubled
— Significant progress with Ck1d and blood biomarkers
in Alzheimer’s disease
— Growth and opportunities in systems biology
— iP portfolio strengthened
Key objectives 2016
— Optimising revenue from our three core areas: PS Biomarker Services™,
proprietary biomarkers and TMT® reagents
— Maximising the value of the TMT® franchise through new products
and applications to drive growth
— Expansion of PS Biomarker Services and proprietary biomarkers
to deliver significant revenue growth in 2016 and beyond
— Extension of SysQuant® workflows in cancer and CnS
— Focus our main attention on outlicensing of CK1d and Ad
and stroke biomarkers
— Targeting cash generation and being sustainably profitable
Proteome Sciences plc Annual report and accounts 2014
14
STRATEGiC REPORT (COnTinUEd)
Considerable progress over the
year has delivered another significant
rise in revenues
Principal activity and business review
The Company is required to set out in this report a strategic
review of the business of the Group during the financial year
ended 31st December 2015.
Our operational structure and performance reporting
The Group’s operations are organised into two geographic
regions: the EU (UK and Germany) and US. Internal reporting
on performance is allocated accordingly.
The principal activity of the Group is in biomarker research
and development as a global leader in applied proteomics and
workflows using high sensitivity proprietary techniques to detect
and characterise differentially expressed proteins in diseases
for diagnostic, prognostic and therapeutic applications.
PS Biomarker Services® provides integrated proteomic services
for biomarker discovery, validation and assay development for
accurate measurement for use in clinical trials and in vitro
diagnostics. Key features include the proprietary isobaric tandem
mass tag technology TMT® for accurate and reliable biomarker
quantification and the ability to rapidly develop highly
reproducible quantitative biomarker assays.
The main focus of research is to address neurological,
neurodegenerative, cardiovascular and cancer conditions and
blood biomarkers in Alzheimer’s disease, stroke, brain damage,
and solid organ transplant rejection have been discovered.
Veri-Q Inc., a subsidiary company in which the Group has an
interest of 76.9%, develops technologies for the quality control
of synthetic oligonucleotides and is well placed to benefit from
the anticipated expansion of antisense and RNA interference
therapeutics.
There have been no significant changes in the Group’s principal
activities in the year under review, nor are the Directors aware,
at the date of this report, of any major likely changes in the
Group’s activities in the next year.
Further details of the Group’s performance during the year
and expected future developments are contained in the
Chairman’s Message.
In the UK
The Company’s main country of operation is the United
Kingdom. Our executive management team, including business
development, marketing and administrative functions, is located
at its HQ in Cobham.
Proteome Sciences’ laboratory is located at the Institute of
Psychiatry, King’s College London. It provides high sensitivity
protein separation and state-of-the-art mass spectrometry (MS)
capabilities with a strong emphasis on the identification and
analysis of post-translational modification of proteins, particularly
protein phosphorylation, image analysis and bioinformatics.
It has been actively involved in the development of rapid MS
based assays (TMT®SRM assays) for a range of different protein
biomarkers and the SysQuant® and TMTcalibrator™ workflows.
In Germany
Our Frankfurt facility was purpose built to accommodate
the former proteomics division of Aventis Research and
Technologies where PS Biomarker Services® is based.
The ISO 9001:2008 facility operates at the leading edge
of high output proteomics (high throughput combined with
high sensitivity). Through this facility, Proteome Sciences
has novel, proprietary protein profiling technologies including
TMT® (Tandem Mass Tags®) which offer simultaneous,
timely and accurate relative quantitation of a large number
of proteins for the discovery of novel targets or biomarkers.
In the United States
Our sales and marketing team are strategically based in
the US. We also have collaborative research agreements
with leading institutions such as the University of Michigan,
The Buck Institute and Moffitt Cancer Center.
The Group also manages the performance of the business
according to its major products and services, as set out
in this section of the report.
Revenue
Strong performance expected in 2016
— Revenue increased by 20% during the year to £1.88m
(2014: £1.56m)
— In the breakdown, Licences/Sales/Services rose by
30% to £1.68m (2014: £1.30m)
— TMT® product sales increased by 33%
— Grant Services income was £0.21m (2014: £0.27m)
Revenue performance is managed both geographically
and by way of major products and services.
With a growing pipeline of contracts as we continue to raise our
corporate and research profile, further strong performance is
expected from licences, products and services income which
should result in a further significant increase in revenue in 2016.
Proteome Sciences plc Annual report and accounts 2015
15
STRATEGiC REPORT (COnTinUEd)
Driving acceleration in Biomarker Services
The Group’s main focus continues to be the expansion
of PS Biomarker Services™ and the amount of assays and
services that we provide principally using our own proprietary
content. This has been considerably extended through
the rapid development and availability of SysQuant®
and TMTcalibrator™ workflows.
Interest in biomarker services continues to grow resulting
in new contracts with both existing and new customers
The high levels of customer interest in SysQuant®, TMTcalibrator™
and TMT®MS3 biomarker workflows at the beginning of the year
converted into a significant increase in contracts in 2015. This
resulted in a 51% increase in biomarker services revenues for the
full year and has also led to a sizeable uplift in the future pipeline.
With production at full capacity last summer, additional Fusion
mass spectrometry capacity came on stream as projected in Q4
that doubled the level of output of SysQuant® and TMTcalibrator™
production. This will go a long way towards addressing the rising
customer demand.
Only a small amount of the $2million contract announced
with Genting TauRX Diagnostics (GTD) in Alzheimer’s disease
(AD) fell into 2015 and the great majority of the work will be
undertaken in 2016 and 2017. The pipeline value of contracts
under negotiation is improving monthly and is at the strongest
position in the company’s history. When combined with the
improved contract conversion rate, this provides us with
confidence that biomarker services revenues will show
further strong growth in 2016.
The commitment to showcasing the potential of our business
is resulting in increased exposure and endorsement
Proteome Sciences has a concentrated period of high profile
presentations from April to August at the major international
meetings to showcase its leading technology development and
applications, its assays and services in particular its SysQuant®
and TMTcalibrator™ workflows in cancer and CNS and the
expanding multiplex capabilities and growing range of users
for TMT® mass tags. These include:
April – American Association for Cancer Research (AACR)
June – American Society for Mass Spectrometry (ASMS)
July – Alzheimer’s Association International Conference (AAIC)
The increased exposure and endorsement from key opinion
leaders has created a buoyant background to our business and
services and this is expected to expand with the increased use
of our products and services in mainstream systems biology.
Biomarkers
Alzheimer’s Disease (AD)
Advanced research results bring the prospect of a blood test
for AD considerably closer
Major new milestones were attained in our research programmes
in Alzheimer’s disease (AD) in 2015.
CK1d
We presented three oral and two poster presentations at AAIC
in Washington in July. These highlighted the latest data and
developments in our CK1d programme and featured proprietary
SysQuant® and TMTcalibrator™ workflows to detect and quantify
low abundance disease related proteins to help predict and
monitor AD progression and to improve the effectiveness of new
drugs and companion diagnostics.
Development of the novel assay presented at AAIC for clusterin
in blood to predict the rate of brain atrophy in AD is now being
finalised with full commercial availability expected later this year.
Over the 8th Cinical Trials on Alzheimer’s Disease, Barcelona
(CTAD) in November we released results on a study successfully
testing our compounds PS110 and PS278-05 that are inhibitors of
CK1d in a second in vivo model of AD tauopathy. The compounds
were given orally for five days and showed that the level of tau
phosphorylation in the brain cortex was reduced when compared
to the control group. Surprisingly, the effect of acute dosing
on phospho tau was nearly as potent as the effect of chronic
administration daily over 8 weeks. The results confirmed and
were consistent with the previous in vivo data in a completely
different AD model that similarly reduced tau phosphorylation.
The two studies provided compelling evidence that both acute
and chronic dosing with CK1d inhibitors reduced the levels of
phosphorylated tau. Strongly positive engagement and feedback
has been received from a broad cross section of pharmaceutical
companies and has added further substance to our partnering
discussions. The wider pharma audience is now becoming
increasingly interested in developing tau strategies on a stand-alone
basis or in combination with existing amyloid approaches in order
to deliver novel and more effective Alzheimer’s drugs. Additional
interest in tau is likely to be stimulated when Phase III results of
the first drug specifically targeting tau are announced this summer
and if these are promising, there may be considerable activity
in the space.
MCI/AD
Results from the large 1148 patient study published in
Alzheimer’s and Dementia Journal highlighted the candidate AD
biomarkers in blood that we identified and their utility to predict
patients with early memory problems who would subsequently
be diagnosed with Alzheimer’s. We continue to await the data
from our collaborators for a further cohort of patient samples
that should add new intellectual property and accelerate the
development of the clinical diagnostic for MCI. The proposed
10 protein MCI/AD panel will open up new horizons in patient
stratification and the opportunity to develop and out-license
a simple blood test and with that additional data available,
we anticipate seeing that panel being developed in 2016.
Proteome Sciences plc Annual report and accounts 2015
16
AddinG PRECiSiOn TO MEdiCinE
it’s understanding precise differences
that will make a real difference to cancer
targeting treatments
Urgent need
For most diseases there is an urgent need
to better understand how key disease
drivers vary within and between
populations, why such disease cells
behave abnormally and what mechanisms
might operate to cause treatment failure
<20% survive
Less than a fifth of men and a quarter of
women diagnosed aged 15-49 survive
their disease for five years or more,
compared with less than 5 in 100 of
people diagnosed aged 80 and over
Source: Cancer Research UK
27k deaths
in 2016
Estimates for primary liver cancer and
intrahepatic bile duct cancer in the United
States for 2016 are: 39,230 new cases
(28,410 in men and 10,820 in women) will
be diagnosed, and about 27,170 people
(18,280 men and 8,890 women) will die
of these cancers
Source: American Cancer Society
4% survive
Just 4% of patients with pancreatic
cancer survive – it has the worst survival
rate of all 22 common cancers
Source: Pancreatic Cancer Action
Why Proteomics is Key to Precision Medicine
With virtually all drugs targeting proteins and their effects
mediated by complex protein interaction networks it is now
widely recognised that proteomics will be central to improving
healthcare outcomes through precision medicine. With
SysQuant®, TMTcalibrator™ and TMT®SRM we are well-placed
to facilitate precision medicine for drug developers, clinicians
and, above all, patients.
Understanding disease mechanisms
Precision medicine combines the use of highly selective drugs
with detailed assessment of individual disease to deliver
improved outcomes. For most diseases however we lack
sufficiently detailed knowledge of how key disease drivers
vary within and between populations and urgently need to
better understand why such disease cells behave abnormally
and what mechanisms might operate to cause treatment
failure. Genomics has provided a good overview of the
most amenable disease drivers, but robust proteomic tools
are needed to fully map the effects of both genetic and
non-genetic drivers of disease, how these evolve over time
and how they respond to treatment. SysQuant® provides
the deepest analysis of disease mechanisms currently
available and is helping us to understand how disease varies
between individuals, having completed substantive studies in
pancreatic cancer and Alzheimer’s disease. These provided
detailed additional information that has considerably assisted
us and our customers to identify new drug targets and key
indicators of drug effects.
Finding better biomarkers
Early detection and monitoring of treatment effects are
both critical components of precision medicine and require
biomarkers directly related to the disease processes that
are accessible in minimally invasive samples of body fluids.
Whilst SysQuant® offers a means to identify the earliest protein
changes in disease tissue, it has previously been challenging
to translate these into useful biomarkers. We designed
TMTcalibrator™ specifically for this purpose and demonstrated
its potential by detecting phosphorylated tau and proteins
relating to early inflammatory changes in cerebrospinal fluid
of patients with Alzheimer’s disease. We are currently using
TMTcalibrator™ to discover and validate biomarkers of drug
effects for a number of new pharmaceutical customers.
SysQuant® – getting closer to the clinic
We have ongoing studies to evaluate SysQuant® for clinical
use in delivering precision medicine. A retrospective trial
of SysQuant® to predict patient response to the precision
medicine Sorafenib in treating liver cancer is currently
ongoing with results expected later this year. Assuming that
these are positive, we will run a prospective trial in a larger
group of liver cancer patients to generate the data required
to support routine adoption of SysQuant® in clinical practice.
Proteome Sciences plc Annual report and accounts 2015
17
AddinG PRECiSiOn TO MEdiCinE
Mapping evidence based precision
diagnostics and treatments
with drug development companies
to fight Alzheimer’s disease
850k people
Around 850,000 people are currently
living with dementia in the UK with
the figure expected to rise to more than
2 million by 2050
Source: Alzheimer’s Society
20–50%
Research shows that most people
currently living with dementia have not
received a formal diagnosis. in high
income countries, only 20-50% of
dementia cases are recognised and
documented in primary care
Source: Alzheimer’s Disease International
$818m
The total estimated worldwide cost of
dementia is US$818 billion in 2015, which
represents 1.09% of global GdP
Source: Alzheimer’s Disease International
Targeting tau
Tau by the proteasome is inhibited by
the actions of Alzheimer’s. These proteins
and their associated signalling pathways
are important therapeutic targets for
the disease
Why it’s now time for tau
Continued failure of amyloid targeted therapies and new biological
understanding is forcing a re-assessment of how best to tackle
Alzheimer’s disease. Some recently studied targets include
inflammation, insulin resistance and particularly tau.
Re-inventing the Alzheimer’s drug pipeline
In the last 10 years we have seen over 100 clinical trials with drugs to
treat Alzheimer’s disease by reducing amyloid aggregation. To date
these programs have either failed completely or shown only modest,
temporary improvement in patients with very mild disease. Over the
same period the central role of another aggregating protein, tau, has
only recently been more actively explored and we have seen that it
is able to spread between the brain cells ultimately leading to death
of the neurons themselves. As a consequence, the pharmaceutical
industry is now looking at targets around tau to supplement their
programmes in amyloid.
Phosphorylation, Propagation and Aggregation
Unlike the toxic amyloid protein that is an abnormal product in brain,
tau is an essential component of cells where it performs many different
structural and signalling functions. In Alzheimer’s disease there is a
breakdown in the normal function of tau that is characterised by hyper-
phosphorylation, a common form of protein modification that cannot
be measured by genomic techniques. Abnormally phosphorylated
tau behaves differently in brain cells and can be actively transmitted
to ‘infect’ downstream cells. Whether phosphorylation also drives
aggregation remains controversial but it is likely that the release of
tau from the cell scaffold following phosphorylation contributes to
increased protein levels that are then more likely to aggregate.
Phosphorylation – the yin and yang of Kinases and Phosphatases
Tau phosphorylation is usually balanced by competing proteins
called kinases, that add phosphorylation and phosphatases that
remove it. In Alzheimer’s there is an imbalance that leads to increased
phosphorylation on tau and this can happen at more than 40 separate
sites. As a therapeutic strategy it is likely to be easier to switch off
the kinases than activate the phosphatases so the key is knowing
which kinases to target as hitting the wrong ones can cause adverse
reactions and toxicity. Proteome Sciences was instrumental in
identifying casein kinase 1 delta (CK1D) as a key target.
CK1d inhibitors hitting the right target
We have developed over 70 inhibitors of CK1D and tested our two
lead candidates in two separate models showing they are well
tolerated, are absorbed in the brain, improve cognitive performance
and reduce the total levels of tau phosphorylation. Using SysQuant®
proteomics we have produced convincing biological evidence that
inhibiting CK1D also interferes with many other disease pathways that
support its role as a key target in Alzheimer’s disease. We continue to
actively promote our results to the pharmaceutical industry to secure
a partnership to bring our CK1d inhibitors into human clinical trials.
Proteome Sciences plc Annual report and accounts 2015
18
STRATEGiC REPORT (COnTinUEd)
In addition to the MCI/AD panel, we have applied TMTcalibrator™
to identify key brain proteins linked to different aspects of the
disease in cerebrospinal fluid (CSF). Not only have we identified
more than 100 regulated proteins in CSF from Alzheimer’s disease
patients reflecting amyloid, tau, inflammatory and metabolic
processes, but we have also seen virtually all of the proteins
encoded by established Alzheimer’s disease associated genes.
We believe that many of these CSF proteins may prove to be
detectable very early in the disease process. We now aim to
apply this same approach in blood where a parallel study in Motor
Neurone Disease has delivered excellent proof of concept.
SysQuant®
Important new results were generated with our collaborators at
the Moffitt Center, Florida using two different drug combinations
in melanoma in three human skin cell lines where over 9000
proteins and 17,000 phosphorylation sites were quantified. The
data showed which cellular pathways were most affected by
each combination and which cell lines responded to treatment.
This may have significant implications for the development and
management of new skin cancer treatments and further extends
the coverage of results presented to date in pancreatic cancer
and Alzheimer’s disease and provides strong evidence as to
how widely SysQuant® can be applied.
Having completed two SysQuant® studies in pancreas cancer
that revealed multiple pathways activated and identified unique
combinations of targets for existing anti-cancer drugs which
could potentially have provided a superior outcome, we were
keen to replicate the results in a different area, liver cancer. That
process is underway and we wait with great interest results from
the samples collected by our collaborators at KCL last year that
should be available in the summer. The combination of these
results should position SysQuant® centre stage and accelerate
its use in clinical applications to improve patient management
and outcome using a precision medicine approach in systems-
wide biology for any disease condition.
Stroke
We have been informed by Randox that the CE marked blood test for
stroke that incorporates Proteome Sciences biomarkers is on track
to be launched in 2016. This will trigger further milestone payments
under the terms of the license and raise the profile and value of
our biomarker IP. In addition, there is the prospect of further similar
non-exclusive licenses being taken up by other leading diagnostics
companies on the back of the CE test coming on the market.
TMTcalibrator™ finding early biomarkers of brain inflammation
in neurodegeneration
Proteome Science’s three oral presentations at the annual
Alzheimer’s Association International Conference (AAIC)
succinctly demonstrated TMTcalibrator™’s ability to identify very
low abundance proteins in complex body fluids to find effective
new biomarkers for use as highly effective diagnostic and drug
biomarkers. The combination of SysQuant® and TMTcalibrator™
is a unique and powerful protein detection platform to provide
unmatched levels of sensitivity that can be used from the earliest
stages of diagnostics and drug development to clinical trials.
This combined workflow is a key addition to our biomarker
services platform that can substantially reduce the costs and
timescale in drug development and companion diagnostics.
TMT®
Revenue – fast growth rate is expected to continue
Tandem Mass Tags® – International recognition
TMT® tags continued to perform well in 2015 with the largest ever
order received from Thermo Scientific in the second quarter of
the year. Product sales increased 33% in 2015 and TMT® tags are
expected to increase market share with TMT® 10plex delivering
the highest multiplexing capability available in the global market.
Production of a new generation of tags with higher plexing rates
is well underway and these are now expected to be launched in
2017. These should further accelerate and extend tandem mass
tag use into new areas and applications in the much larger field
of systems-wide biology.
Tandem Mass Tags® – getting ready for the next level
Introduction of TMT® 10plex reagents was a major landmark
and helped drive sales growth but their use is restricted to high
resolution instruments. We are now developing next-generation
TMT® reagents with higher plexing rates that will provide users
of lower resolution mass spectrometry machines, for the first
time, a set of 10plex reagents, whilst users of premium equipment
will have substantially higher multiplexing rates. The new TMT®
product range should be commercially available next year.
iP portfolio
Additional 17 patents added and further 23 filed
Our 600 plus patent IP portfolio of key biomarkers across a
broad range of diseases, application and technologies that
supports our extensive asset base has been further extended.
Another 17 patents were granted in 2015 with a further 23
applications filed over the period. Our IP estate underpins
the value that has been created through our research and this
will be reflected by license fees, milestones and royalties.
Proteome Sciences plc Annual report and accounts 2015
19
STRATEGiC REPORT (COnTinUEd)
Financial review
Results and dividends
The loss after tax for the year was £2.72m (2014 – loss £3.57m).
The Directors do not recommend the payment of a dividend
(2014: £nil). The Group results are stated in the consolidated
income statement on page 29, and are reviewed in the
Chairman’s Message on page 04, and the Strategic Report on
pages 14 to 21.
Key performance indicators (“KPIs”)
i) The Directors consider that revenue, gross profit and
profit before tax are key performance indicators in measuring
group performance, as the financial profile of the Group
changes as a result of the licensing agreements that have
already been entered into and as future licences and other
commercial arrangements are concluded.
The performance of the Group in this latter area is set
out in details in the Chairman’s Message on page 04
of these accounts.
ii) In addition, the Directors also believe that a further important
KPI is the Group’s rate of cash expenditure and its effect on
Group cash resources. Details of cash flow during 2015 are
set out on page 35 of these accounts.
The Group maintained a positive cash balance in 2015
and continues to seek to generate improved cash flows
from commercial income.
Financial performance – as compared to the previous year,
our revenues showed good growth
Revenue for the twelve month period ended 31st December
2015 increased 20% to £1.88m (2014: £1.56m. In the breakdown
of revenue, Licences/Sales/Services rose 30% to £1.68m
(2014: £1.30m) of which TMT® product sales increased 33%.
Grant services were £0.21m (2014: £0.27m). The loss before
tax was £3.33m (2013: £4.23m).
Costs and available cash – despite the rise in revenue,
our operating costs were lower
Administrative expenses in 2015 were £4.17m, lower than in
2014:£4.95m and are likely to be broadly similar in 2016. After
the R&D tax credit of £0.61m, the loss after taxation for the
period was £2.71m (2013: £3.57m). The net cash outflow from
operating activities was £2.36m (2014: £3.27m).
Cash at the year-end was £1.81m (2014: £1.87m). A placing of
13,861,112 ordinary shares was completed in June 2015 which
raised £2.50m pre-expenses.
Outlook for 2016
The current year started well with a strong order book, increasing
amounts of repeat business and a growing pipeline in biomarker
services. With the level of SysQuant®/TMTcalibrator™ production
doubled following the installation of the additional Fusion mass
spectrometer, the increased capacity is being fully utilised at a time
when the volume of customer enquiries is rising on a monthly basis
and where we are looking to further expand the sales team.
Current indications point to a strong performance in 2016.
We have been actively engaged with prospective licensing partners
in Alzheimer’s disease using the compelling results announced in
November from a second and different AD model to test our CK1d
compounds that mimicked the effects of the previous study, again
successfully reducing the level of tau phosphorylation. Following
receipt of the analysis from the next cohort of patients with MCI/
AD from KCL, we anticipate that the proposed 10 protein panel will
be finalised and developed into a panel test later in the year. It is
intended that the test will be out-licensed non-exclusively.
The CE marked stroke test is on track for launch by Randox in 2016 at
which point further milestone payments will be triggered. Additionally
there is the prospect of further non-exclusive licenses to follow. TMT®
continues to show good growth and is expected to further increase
in market share from new applications in systems biology and again
when new generation higher plexing tags are launched in 2017.
The encouraging trends and growth across the business in 2015
have continued in the current year. Proteome Sciences is firmly on
track to deliver a significant increase in revenues from biomarker
services and TMT® in 2016 and the possibility in addition of further
licensing deals from our AD and stroke IP.
Principal activity and business review
The principal activity of the Group is in biomarker research
and development as a global leader in applied proteomics and
workflows using high sensitivity proprietary techniques to detect
and characterise differentially expressed proteins in diseases for
diagnostic, prognostic and therapeutic applications.
PS Biomarker Services® provides integrated proteomic services for
biomarker discovery, validation and assay development for accurate
measurement for use in clinical trials and in vitro diagnostics. Key
features include the proprietary isobaric tandem mass tag technology
TMT® for accurate and reliable biomarker quantification and the ability
to rapidly develop highly reproducible quantitative biomarker assays.
The main focus of research is to address neurological,
neurodegenerative, cardiovascular and cancer conditions and
blood biomarkers in Alzheimer’s disease, stroke, brain damage,
and solid organ transplant rejection have been discovered.
Details of the Group’s performance during the year and expected
future developments are contained in the Chairman’s Message.
Proteome Sciences plc Annual report and accounts 2015
20
STRATEGiC REPORT (COnTinUEd)
Principal risks and uncertainties
Licensing arrangements and uncertainty
of commercialisation
The Group intends to sub-license its discoveries and products
to third parties, but there can be no assurance that such
licencing arrangements will be successful. It is also uncertain
whether commercial tests can be developed and will be
successful in the market.
— Management of risk:
The Group manages this risk by a thorough investigation
of proposed research projects to assess their scientific
and commercial feasibility. It has an experienced board and
management team to carry out this process and also aims
to spread this risk by not concentrating its resources on any
one project.
Competition and technology
The international biotechnology industry is subject to rapid and
substantial technological change. There can be no assurance
that developments by others will not render the Group’s
developments obsolete or uncompetitive.
— Management of risk:
The Group employs highly qualified research scientists
and senior management who monitor and are aware of
developments in technology that might affect its research
capability and through their access to scientific publications
and attendance at conferences.
Dependence on key personnel
The Group depends on its ability to attract and retain qualified
management and scientific personnel. Competition for such
personnel is intense. Whilst the Group has entered into
employment arrangements with its key personnel with the aim
of securing their services for minimum terms, the retention of
their services cannot be guaranteed.
— Management of risk:
The Group has a policy of organising its research so that its
projects are not dependent on any one individual. It also seeks
to retain staff by the grant of share options to all employees
and through annual reviews of remuneration packages.
Patent applications and proprietary rights
The Group seeks patent protection for protein biomarkers
identified which may be of diagnostic, prognostic or
therapeutic value and for its chemical mass tags. Successful
commercialisation of such biomarkers and chemical mass tags
may depend on the establishment of such patent protection.
The Group also seeks patent protection for its proprietary
technology.
There is no assurance that the Group’s pending applications
will result in the grant of patents or that the scope of protection
offered by any patents will be as planned or whether any such
patents ultimately will be upheld as valid by a court of competent
jurisdiction in the event of a legal challenge. If the Group fails
to obtain patents for its technology and is required to rely
on unpatented proprietary technology, no assurance can
be given that the Group can meaningfully protect its rights
in such unpatented proprietary products and techniques.
— Management of risk:
The Group has an experienced patent department
which has established controls to avoid the release of
patentable material before it has filed patent applications.
It also draws heavily on external patent advisers and uses
several firms for this process, enabling it to target the firms
which have the areas of expertise relevant to each area
of its patentable activities.
By order of the Board,
Geoff Ellis
Finance Director
Coveham House
Downside Bridge Road
Cobham
Surrey KT11 3EP
17th May 2016
Proteome Sciences plc Annual report and accounts 2015
21
Senior management team and board of directorS
Senior management team
christopher Pearce
Executive Chairman
geoff ellis
Finance Director
dr. ian Pike
Chief Operating Officer
glenn barney
VP Business Development US
dr. chee gee See
Director of Personalised Medicine
dr. malcolm Ward
Chief Technical Officer,
London Research Facility
dr. Josef Schwarz
Head of Projects & Production,
Proteome Sciences R&D, Frankfurt
board of directors
Executive Directors
christopher Pearce
Executive Chairman
geoff ellis
Finance Director
dr. ian Pike
Chief Operating Officer
Non-executive Directors
Professor William dawson
roger mcdowell
martin diggle
executive directors:
christopher Pearce
Chief Executive
Christopher Pearce has built the Group since inception and
has been responsible for the formulation and implementation
of strategy, collaborative and licensing agreements, and
intellectual property. He was co-founder and Executive
Chairman of Fitness First plc.
geoff ellis
Finance Director
Geoff Ellis is a Chartered Accountant with over 30 years’
experience in a range of senior financial, general management
and sales and business development roles. He spent almost
15 years at Walt Disney where his roles included Chief Financial
Officer of Disney Channels in Europe, the Middle East and
Africa, a $500m turnover business.
dr. ian Pike
Chief Operating Officer
Ian Pike has over 20 years’ experience working in the diagnostics
and biotechnology sectors. Having gained a PhD in Medical
Microbiology, he joined Wellcome Diagnostics as a research
group leader and spent eight years working on new diagnostic
assays, particularly for hepatitis. In December 1999, he joined
the Technology Transfer Office of the UK Medical Research
Council with responsibility for patents and commercialisation
of a wide portfolio of technologies related to the biomedical
sector. Most recently, Ian worked for Cancer Research Ventures
managing intellectual property and performing business
development activities in Europe and the US.
Proteome Sciences plc Annual report and accounts 2015
22
Senior management team and board of directorS (continued)
Senior management team:
non-executive directors:
glenn barney
VP Business Development, US
Glenn brings over 25 years of sales and business development
experience with global life sciences companies, with strong
biomarker focus. He was formerly VP Business Development
at NextGen Sciences Inc. and held senior positions at Decision
Biomarkers and Parkin Elmer Inc. Mr. Barney holds a BA in
Biology from Boston University.
Professor William dawson
Non-executive Director (i) (ii) (iii)
Professor William Dawson retired from Eli Lilly and Company
in August 1996 after 27 years’ service, 14 as Research Director
in the UK and latterly as Director of Technology Acquisition,
Europe. He is a Director of Bionet Limited and is a Fellow of
the Royal Pharmaceutical Society and of the Royal Society
of Chemistry.
roger mcdowell
Non-executive Director (i) (ii)
Roger McDowell has a highly successful career as a
businessman and entrepreneur. He was Managing Director of
Oliver Ashworth for eighteen years before its sale to St. Gobain.
He is currently the Chairman or a Non-executive Director of
seven listed companies, namely Avingtrans plc, Servelec
Group plc, Renovo plc, Alkane Energy plc, Swallowfield plc,
IS Solutions plc and Augean plc. He brings considerable
commercial experience with him and is a keen exponent
of growing shareholder value.
martin diggle
Non-executive Director (i) (ii)
Martin Diggle has worked in finance for over 30 years.
He was a Director and partner of UBS/Brunswick in Russia
until 2003, after which he joined Vulpes Investment
Management, where he is currently a Director and partner.
He is an experienced specialist investor in life sciences and
manages the Vulpes Life Sciences Fund, the registered holder
of 16.0% of Proteome Sciences’ ordinary share capital.
(i) Member of Audit Committee
(ii) Member of Remuneration Committee
(iii) Member of Nomination Committee
dr chee gee See
Director of Personalised Medicine
Chee Gee is a biomarker and translational medicine expert,
a former Biomarker and Experimental Medicine Leader for
5 years at Roche in multiple therapeutic areas including CNS,
cardiovascular, respiratory and inflammation. Most notable was
his role as the clinical oncology biomarker leader for the pivotal
Phase III ToGA Herceptin trial and the co-development of the
HER2 companion diagnostic in gastric cancer. Prior to this
Chee Gee spent 11 years at Glaxo Smith Kline where he was
the European Therapeutic Area Analyst for Genetics Research
reporting to Dr Allen Roses. He has specialist expertise in
regulatory affairs and value-based drug pricing, reimbursement
and market access.
dr malcolm Ward
Chief Technical Officer, London Research Facility
Malcolm Ward joined Proteome Sciences plc in May 2001
having previously worked for GlaxoWellcome for 12 years,
in protein mass spectrometry. He was involved in the
establishment of the new leading edge protein separation
and mass spectrometry facility at the Institute of Psychiatry,
King’s College London. His research team is involved in
biomarker discovery, validation and assay development.
His academic qualifications include a Master of Science (MSc)
in Molecular Biology from the University of Hertfordshire in
1996 and a Graduateship from the Royal Society of Chemistry
(GRSC) in 1992. He obtained a PhD in Applied Proteomics
at King’s College, London in 2009.
dr Josef Schwarz
Head of Projects & Production, Proteome Sciences R&D,
Frankfurt
Joseph Schwarz joined the Group in summer 2002 when
Xzillion, the former proteomics division of Aventis Research
and Technologies, was acquired by Proteome Sciences plc.
He worked for Aventis/Hoechst Research and Technologies
for 6 years, initially as head of mass spectrometry and later
as research collaboration project leader. He was instrumental
in the establishment of the integrated high throughput 2DE/mass
spectrometry proteomics platform at the Frankfurt research
facility. Josef Schwarz holds a PhD in organic chemistry/mass
spectrometry from the Technical University of Berlin, Germany
and a MBA from the University of Durham, UK. He is an author
of a number of publications and co-inventor of patents.
Proteome Sciences plc Annual report and accounts 2015
23
directorS’ rePort
for the year ended 31st December 2015
The Directors present their annual report on the affairs
of the Group, together with the consolidated financial statements
and independent auditor’s report, for the year ended
31st December 2015.
directors’ responsibilities
The Directors are responsible for preparing the strategic
report, the Directors’ Report and 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 the law the Directors
have elected to prepare the Group and Company financial
statements in accordance with International Financial Reporting
Standards (IFRSs) 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 Group and
Company and of the profit or loss of the Group and Company
for that period. The Directors are also required to prepare
financial statements in accordance with the rules of the London
Stock Exchange for companies trading securities on the
Alternative Investment Market.
In preparing these financial statements, the Directors are
required to:
— select suitable accounting policies and then apply them
consistently;
— make judgements and accounting estimates that are
reasonable and prudent
— state whether they have been prepared in accordance with
IFRSs as adopted by the European Union, subject to any
material departures disclosed and explained in the financial
statements;
— 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 requirements
of 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.
Website publication
The Directors are responsible for ensuring the annual report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website
in accordance with legislation in the United Kingdom governing
the preparation and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The maintenance
and integrity of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends
to the ongoing integrity of the financial statements contained
herein.
financial instruments and liquidity risks
Information about the use of financial instruments by the
Company and its subsidiaries and the Group’s financial risk
management policies are given in note 24 of the financial
statements.
directors and their interests
The Directors who served during the year are as shown below:
C.D.J. Pearce
G.J. Ellis
Dr. I.H. Pike
Professor W. Dawson
R. McDowell
M. Diggle
Executive Chairman
Finance Director
Chief Operating Officer
Non-Executive
Non-Executive
Non-Executive
In accordance with the Company’s articles Professor
W Dawson and Dr I Pike retire by rotation at the next Annual
General Meeting and, being eligible, offer themselves for
re-election.
Proteome Sciences plc Annual report and accounts 2015
24
directorS’ rePort (continued)
for the year ended 31st December 2015
The Directors at 31st December 2015 and their interests in the share capital of the Company were as follows:
a) Beneficial interests in Ordinary Shares:
name of director
C.D.J. Pearce
G.J. Ellis
Dr. I.H. Pike
Professor W. Dawson
R. McDowell
M. Diggle
31st december 2015
number of ordinary
Shares of 1p each
31st december 2014
number of ordinary
Shares of 1p each
36,915,059
–
–
20,372
500,000
–
35,109,504
–
–
20,372
500,000
–
Note
M. Diggle is a Director and partner in Vulpes Investment Management and manages the Vulpes Life Sciences Fund which is the
registered holder of 16.04% of Proteome Sciences’ ordinary share capital.
No changes took place in the beneficial interests of the Directors between 31st December 2015 and 17th May 2016.
b) Directors’ interests in the Long-Term Incentive Plan (“LTIP”):
The maximum number of shares to be allocated to the Directors under the 2004 and 2011 LTIP schemes, in each case for an
aggregate consideration of £1, are as follows:
(i) C.D.J. Pearce
(ii) G.J. Ellis
(iii) Dr. I.H. Pike
number at
31st december 2015
number at
31st december 2014
(a)
(b)
(a)
(a)
277,074
–
227,704
300,000
165,583
277,074
328,105
605,179
300,000
165,583
The entitlement to shares shown under (i)(b) under the LTIP was subject to achieving certain performance conditions.
These performance conditions were not met and the awards lapsed in 2015.
Awards made have no performance retesting facility.
The numbers shown in (i)(a), and (iii)(a) at 31st December 2015 relate to awards that have vested but have not yet been exercised.
The market price at the date of grant of the above awards numbered (i)(a) and (iii) (a) was 49.75p, and for the award numbered
(ii)(a) was 35.75p.
c) As set out in note 18(b) (i) to (iii) to these Accounts, C.D.J. Pearce has made a loan facility available to the Company which can
be converted, at Mr. Pearce’s option, into Ordinary Shares of the Company at the lower of market price on the date of conversion
or the average price over the lowest consecutive ten day trading period since 29th June 2006 (the date on which details of the
original loan agreement were disclosed).
d) The market price of the Ordinary Shares at 31st December 2015 was 15.75p and the range during the year was 14.63p to 27.5p.
Proteome Sciences plc Annual report and accounts 2015
25
directorS’ rePort (continued)
for the year ended 31st December 2015
Substantial shareholdings
As at 17th May, 2016, the Company had received notification of
the following significant interests in the ordinary share capital of
the Company:
name of Holder
number of
Percentage of issued
ordinary Shares ordinary Share capital
36,915,059
C.D.J. Pearce
36,573,125
Vulpes Life Science Fund
M. Staveley
9,820,829
Helium Special Situations Fund 15,212,273
16.19
16.04
4.31
6.67
corporate governance
The Company has formalised the following matters by Board
resolution:
— a formal schedule of Board responsibilities;
— the procedure for Directors to take independent professional
advice if necessary, at the Company’s expense;
— the procedure for the nomination and appointment of
Non-executive Directors, for specified periods and without
automatic re-appointment; and
— establishment of and written terms of reference for an audit,
nominations and remuneration committees.
internal control
The Board has overall responsibility for ensuring that the Group
maintains a system of internal control to provide its members
with reasonable assurance regarding the reliability of financial
information used within the business and for publication and that
assets are safeguarded. There are inherent limitations in any
system of internal control and accordingly even the most effective
system can provide only reasonable, and not absolute, assurance
with respect to the preparation of accurate financial information
and the safeguarding of assets.
The key features of the internal control system that operated
throughout the year are described under the following headings:
— Control environment: particularly the definition of the
organisation structure and the appropriate delegation of
responsibility to operational management
— Identification and evaluation of business risks and control
objectives: particularly through a formal process of
consideration and documentation of risks and controls which
is periodically undertaken by the Board
— Main control procedures: which include the setting of annual
and longer term budgets and the monthly reporting of
performance against them, agreed treasury management
and physical security procedures, formal capital expenditure
and investment appraisal approval procedures and the
definition of authorisation limits (both financial and otherwise)
— Monitoring: particularly through the regular review of
performance against budgets and the progress of research
activities undertaken by the Board
The Board reviews the operation and effectiveness of this
framework on a regular basis. The Directors consider that there
have been no weaknesses in internal controls that have resulted
in any losses, contingencies or uncertainties requiring
disclosures in the accounts.
going concern
The Group’s business activities, together with the factors likely
to affect its future development, performance and position are
set out in the Chairman’s Message on page 4 and Strategic
Report on pages 14 to 21 and the financial position of the Group,
its cash flows, liquidity position and borrowing facilities are
described in the notes to the financial statements, in particular
in the consolidated cash flow statement on page 35 and in notes
18 (b) (Financial liabilities) and 24 (Financial instruments).
These financial statements have been prepared on the going
concern basis. The Directors have reviewed the Group’s going
concern position taking account of its current business activities,
budgeted performance and the factors likely to affect its future
development, are set out in the Annual report, and include the
Group’s objectives, policies and processes for managing
its capital, its financial risk management objectives and its
exposure to credit and liquidity risks.
The Directors have prepared cashflow forecasts covering
a period of at least 12 months from the date of approval of
the financial statements. If the forecast is achieved, the Group
will be able to operate within its existing facilities, however
the timeline required to close sales contracts and the order
value of individual sales continues to vary considerably, which
constrain the ability to accurately predict revenue performance.
Furthermore, the Group’s products are still in the research and
development phase and as such the Directors consider that
costs could exceed income in the short term. The Directors
may need to raise financing within the next 12 months, but
the Directors are confident they will be able to raise sufficient
financing should it be required through a placement of shares
and other funding. The Directors have a history of successfully
raising such funding. The Directors intend that the Group will
continue to pursue its sales strategy and focus its operational
plans on the importance of achieving sustained positive
cash-flow generation.
Details of the Group’s prospects and the future development
of the business are set out in the Strategic Report on pages
14 to 21.
Proteome Sciences plc Annual report and accounts 2015
26
directorS’ rePort (continued)
for the year ended 31st December 2015
events after the balance sheet date
There have been no significant events which have occurred
subsequent to the reporting date.
auditor
Each of the persons who are Directors of the Company at the
date when this report was approved confirms that:
— so far as the Director is aware, there is no relevant audit
information (as defined in the Companies Act 2006) of which
the Company’s auditor is unaware; and
— the Director has taken all steps that he ought to have
taken as a Director to make himself aware of any relevant audit
information (as defined in the Companies Act 2006) and to
establish that the Company’s auditor is aware
of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of s418 of the Companies Act 2006.
The Directors will place a resolution before the Annual General
Meeting to appoint BDO LLP as auditor for the ensuing year.
Liability insurance for company officers
As permitted by section 233 of the Companies Act 2006,
the Company has purchased insurance cover for the Directors
against liabilities that might arise in relation to the Group.
By order of the Board,
g.J. ellis
Company Secretary
Coveham House
Downside Bridge Road
Cobham
Surrey KT11 3EP
17th May 2016
research and development
Details of the group’s activities on research and development
during the year are set out in the Strategic Report and
Chairman’s Message.
remuneration committee report
The Remuneration Committee is made up of three Non-executive
Directors, Professor W. Dawson, M. Diggle and R. McDowell.
The role of the Committee is to make recommendations to the
Board, within its agreed terms of reference, on the Company’s
framework of executive remuneration and its cost and to
determine specific remuneration packages for each of the
Executive Directors. The remuneration of Non-executive
Directors is fixed by the Board as a whole.
The remuneration policy for Executive Directors and senior
employees is to ensure that they are rewarded competitively
and in line with their individual performance. Full details of the
remuneration packages of individual Directors and information
on share options and long-term incentive schemes are set out
in note 10 to the accounts and in the Directors’ Report.
In view of the Company’s dependence on its key executives,
the service contract of Mr. Pearce was amended during 1997
to provide for a notice period of not less than 2 years.
The release of shares in respect of the awards still outstanding
to participants will depend upon the growth of Proteome
Sciences’ total shareholder return (“TSR”) over a three year
performance period relative to the AIM Healthcare Index. No
shares will be released unless the Company’s TSR performance
exceeds that of the Index, in which case 30% of the award
will vest. The full award will vest only if the Company’s TSR
performance exceeds that of the Index by 10%, with a pro-rata
award between 30% to 100% for each percentage point of
out-performance up to 10%.
Before awards vest the Remuneration Committee will satisfy
itself that the TSR performance is a genuine reflection of
the Company’s underlying performance over the three-year
performance period.
Proteome Sciences plc Annual report and accounts 2015
27
indePendent auditor’S rePort
for the year ended 31st December 2015
to the members of Proteome Sciences plc
We have audited the financial statements of Proteome Sciences
plc for the year ended 31 December 2015 which comprise the
Consolidated Income Statement, the Consolidated Statement
of Comprehensive Income, the Consolidated and company
balance sheets, the Consolidated and company statement
of changes in equity, the Consolidated and Company Cash
Flow Statements, 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 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 auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and
the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
respective responsibilities of directors and auditors
As explained more fully in the statement of Directors’
responsibilities, 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 the financial
statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Financial Reporting Council’s
(FRC’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/auditscopeukprivate.
opinion on financial statements
In our opinion:
— the financial statements give a true and fair view of the state of
the group’s and the parent company’s affairs as at 31 December
2015 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
— the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
emphasis of matter – going concern
In forming our opinion on the financial statements, which is not
modified, we have considered the adequacy of the disclosures
made in Note 3 to the financial statements concerning the
Company’s ability to continue as a going concern. As discussed
in Note 3, the Directors consider the company may need to
raise finance within the next 12 months. Although they have
been successful historically in raising such funding, there
is no certainty that they will in the future. These disclosures
identify certain factors that indicate the existence of a material
uncertainty which may cast significant doubt about the
Company’s ability to continue as a going concern. The financial
statements do not include the adjustments that would result
if the Company was unable to continue as a going concern.
opinion on other matters
prescribed by the companies act 2006
In our opinion the information given in the Strategic Report
and Directors’ 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 by the
parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
— the parent company financial statements are not in agreement
with the accounting records and returns; or
— certain disclosures of Directors’ remuneration specified by law
are not made; or
— we have not received all the information and explanations we
require for our audit.
iain Henderson (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London
United Kingdom
17th May 2016
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
Proteome Sciences plc Annual report and accounts 2015
28
conSoLidated income Statement
for the year ended 31st December 2015
revenue
Licences, sales and services
Grant services
revenue – total
Cost of sales
gross profit
Administrative expenses
operating loss
Finance income
Finance costs
Loss before taxation
Tax
Loss for the period attributed to shareholders of the company
notes
5, 6
8
7(i)
7(ii)
11
Year ended
31st december 2015
£’000
Year ended
31st december 2014
£’000
1,675
207
1,882
(791)
1,091
(4,172)
(3,081)
5
(250)
(3,326)
608
(2,718)
1,295
266
1,561
(605)
956
(4,949)
(3,993)
8
(242)
(4,227)
661
(3,566)
Loss per share
Basic and diluted
12
(1.23p)
(1.69p)
Proteome Sciences plc Annual report and accounts 2015
29
conSoLidated Statement of comPreHenSive income
for the year ended 31st December 2015
Loss for the year
Year ended
31st december 2015
£’000
Year ended
31st december 2014
£’000
(2,718)
(3,566)
other comprehensive income for the year
Exchange differences on translation of foreign operations
18
(88)
total comprehensive expense for the year
(2,700)
(3,654)
The accompanying notes 1 to 26 are an integral part of the financial statements.
Proteome Sciences plc Annual report and accounts 2015
30
ConSolidated balanCe Sheet
as at 31st December 2015
non-current assets
Goodwill
Property, plant and equipment
Equipment on loan
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
total assets
Current liabilities
Trade and other payables
Current tax liabilities
Borrowings
Provisions
net current liabilities
non-current liabilities
Hire purchase payables
Provisions
total liabilities
net liabilities
equity
Share capital
Share premium account
Share-based payment reserve
Other reserve
Translation reserve
Retained loss
total equity (deficit)
notes
13
14
16
17(a)
17(b)
18(a)
18(b)
19
18(a)
19
20
22
2015
£’000
4,218
857
237
5,312
291
1,318
1,808
3,417
8,729
(778)
(1)
(8,443)
–
(9,222)
(5,805)
(386)
(276)
(662)
(9,884)
(1,155)
2,280
48,986
3,402
10,755
(188)
(66,390)
(1,155)
2014
£’000
4,218
314
474
5,006
344
1,073
1,869
3,286
8,292
(317)
(34)
(8,193)
(313)
(8,857)
(5,571)
–
(313)
(313)
(9,170)
(878)
2,141
46,737
3,367
10,755
(206)
(63,672)
(878)
The financial statements of Proteome Sciences plc, registered number 02879724, were approved by the Board of Directors
and authorised for issue on 17th May 2016. They were signed on its behalf by:
C.d.J. Pearce
Director
17th May 2016
G. ellis
Director
The accompanying notes 1 to 26 are an integral part of the financial statements.
Proteome Sciences plc Annual report and accounts 2015
31
ComPany balanCe Sheet
as at 31st December 2015
non-current assets
Investment in subsidiaries
Current assets
Cash and cash equivalents
total assets
Current liabilities
Loan from other group entity
Short-term borrowings
non-current liabilities
Long-term provisions
total liabilities
net assets
equity
Share capital
Share premium account
Merger reserve
Share-based payment reserve
Retained loss
total equity
notes
15
17(b)
18(b)
19
20
2015
£’000
28,404
28,404
1,064
1,064
29,468
(264)
(1,418)
(1,682)
(15)
(1,697)
27,771
2,280
48,986
1,082
3,402
(27,979)
27,771
2014
£’000
46,241
46,241
1,512
1,512
47,753
(279)
(1,376)
(1,655)
(26)
(1,681)
46,072
2,141
46,737
1,082
3,367
(7,255)
46,072
The financial statements of Proteome Sciences plc, registered number 02879724, were approved by the Board of Directors
and authorised for issue on 17th May 2016. They were signed on its behalf by:
C.d.J. Pearce
Director
17th May 2016
G. ellis
Director
The accompanying notes 1 to 26 are an integral part of the financial statements.
Proteome Sciences plc Annual report and accounts 2015
32
conSoLidated Statement of cHangeS in equitY
for the year ended 31st December 2015
At 1st January 2014
Loss for the year
Exchange differences on
translation of foreign operations
Total comprehensive
expense for the year
Issue of share capital
Share issue expenses
Credit to equity
for share-based payment
Share
capital
£’000
1,962
–
–
–
179
–
–
Share
premium
account
£’000
42,122
–
–
–
4,821
(206)
Share-based
payment
reserve
£’000
translation
reserve
£’000
other
reserve
£’000
retained
loss
£’000
total
equity/(deficit)
£’000
3,186
(118)
10,755
(60,106)
(2,199)
–
–
–
–
–
–
(88)
(88)
–
–
–
–
–
–
–
–
–
–
181
(3,566)
(3,566)
–
(88)
(3,566)
–
–
–
(3,654)
5,000
(206)
181
(878)
At 31st December 2014
2,141
46,737
3,367
(206)
10,755
(63,672)
At 1st January 2015
2,141
46,737
3,367
(206)
10,755
(63,672)
(878)
Loss for the year
Exchange differences on
translation of foreign operations
Total comprehensive
expense for the year
Issue of share capital
Share issue expenses
Credit to equity
for share-based payment
–
–
–
139
–
–
–
–
–
2,258
(9)
–
–
–
–
–
–
35
–
18
18
–
–
–
–
–
–
–
–
–
(2,718)
(2,718)
–
18
(2,718)
(2,700)
–
–
–
2,397
(9)
35
At 31st December 2015
2,280
48,986
3,402
(188)
10,755
(66,390)
(1,155)
The accompanying notes 1 to 26 are an integral part of the financial statements.
Proteome Sciences plc Annual report and accounts 2015
33
comPanY Statement of cHangeS in equitY
for the year ended 31st December 2015
company
At 1st January 2014
Retained loss for the year
Credit to equity for share-based payment
Issue of share capital
Share issue expenses
Share
capital
£’000
1,962
–
–
179
–
Share
premium
account
£’000
group
reconstruction
reserve
£’000
Share-based
payment
reserve
£’000
42,122
–
–
4,821
(206)
1,082
–
–
–
–
3,185
–
182
–
–
retained
loss
£’000
(5,916)
(1,339)
–
–
total
equity
£’000
42,435
(1,339)
182
5,000
(206)
At 31st December 2014
2,141
46,737
1,082
3,367
(7,255)
46,072
At 1st January 2015
Retained loss for the year
Credit to equity for share-based payment
Issue of share capital
Share issue expenses
2,141
–
–
139
–
46,737
–
–
2,258
(9)
1,082
–
–
–
–
3,367
–
35
–
–
(7,255)
(20,724)
–
–
–
46,072
(20,724)
35
2,397
(9)
At 31st December 2015
2,280
48,986
1,082
3,402
(27,979)
27,771
Proteome Sciences plc Annual report and accounts 2015
34
conSoLidated and comPanY caSH fLoW StatementS
for the year ended 31st December 2015
notes
group
2015
£’000
company
2015
£’000
group
2014
£’000
company
2014
£’000
(3,326)
(20,724)
(4,227)
(1,337)
Loss before tax
Adjustments for:
Net finance costs
Depreciation of property, plant and equipment
Impairment of investments in subsidiaries
Share–based payment expense
Operating cash flows before movements in
working capital
Decrease in inventories
(Increase)/Decrease in receivables
Increase/(Decrease) in payables
(Decrease)/Increase in provisions
cash used in operations
Tax refunded
net cash outflow from operating activities
cash flows from investing activities
Purchases of property, plant and equipment
Loans advanced to subsidiary undertakings
Interest received
net cash (outflow) from investing activities
financing activities
Proceeds on issue of shares
Repayment of HP creditors
net cash inflow from financing activities
net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rate changes
cash and cash equivalents at end of year
17b
245
395
–
35
41
–
20,600
–
234
406
–
181
32
–
1,211
–
(2,651)
54
(233)
258
(349)
(2,921)
563
(2,358)
(52)
–
5
(47)
2,388
(55)
2,333
(72)
1,869
11
1,808
(83)
–
–
–
(11)
(94)
–
(94)
–
(2,742)
–
(2,742)
2,388
–
2,388
(448)
1,512
–
1,064
(3,406)
58
(280)
(459)
129
(3,958)
688
(3,270)
(155)
–
8
(147)
4,794
–
4,794
1,377
600
(108)
1,869
(94)
–
–
–
(3)
(97)
–
(97)
–
(3,679)
8
(3,671)
4,794
–
4,794
1,026
486
–
1,512
Proteome Sciences plc Annual report and accounts 2015
35
noteS to tHe conSoLidated financiaL StatementS
for the year ended 31st December 2015
1 general information
Proteome Sciences plc is a company incorporated in the United
Kingdom. These financial statements are the consolidated
financial statements of Proteome Sciences plc and its subsidiaries
(“the Group”). The financial statements are presented in pounds
sterling because that is the currency of the primary economic
environment in which the Group operates.
2 adoption of new and revised standards
New standards and amendments to existing standards that
have been published and are mandatory for the first time for the
financial year 1 January 2015 have been adopted but had no
significant impact on the Group and Company. New standards,
amendments to standards and interpretations which have been
issued but are not yet effective (and in some cases had not been
adopted by the EU) for the financial year beginning 1 January
2015 have not been early adopted in preparing these financial
statements. The main accounting standards which may be
relevant to the Group are set out below:
IFRS 9 “Financial Instruments” –
(effective for 2018 financial report)
IFRS 9 is applicable retrospectively and includes revised
requirements for the classification and measurement of financial
instruments, as well as recognition and de-recognition requirements
for financial instruments. Key changes to accounting requirements
under IFRS 9 which may be relevant to Proteome Sciences Plc
include the requirement to apply a new impairment model based
on expected loss in recognising impairment of financial assets
including current receivables and loans to related parties.
IFRS 15 “Revenue from Contracts with Customers” –
(effective for 2018 financial report)
IFRS 15 is applicable retrospectively and includes revised
requirements for the classification and measurement of revenue
from contracts with customers. Key changes to accounting
requirements under IFRS 15 which may be relevant to Proteome
Sciences Plc include new requirements in measuring and
recognising licencing revenues.
The implication of both these accounting standards on Proteome
Sciences plc has not yet been determined.
IFRS 16 “Leases” – (effective for 2019 financial report)
IFRS 16 will require the Group to recognise the lease on its
Cobham (UK) and Frankfurt (Germany) premises as both an
asset and a rental commitment in its consolidated statement of
financial position. The financial effect of IFRS 16 on the group’s
financial statements has not yet been determined.
3 Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted
by the European Union.
The financial statements have been prepared on the historical
cost basis. In accordance with the Companies Act 2006, the
company has adopted the exemption from the preparation of
a company only income statement.
basis of preparation – going concern
These financial statements have been prepared on the going
concern basis. The Directors have reviewed the Company’s and
Group’s (“the Group”) going concern position taking account of
its current business activities, budgeted performance and the
factors likely to affect its future development, are set out in the
Annual report, and include the Group’s objectives, policies and
processes for managing its capital, its financial risk management
objectives and its exposure to credit and liquidity risks.
As at 31st December 2015, the Group had cash resources
of £1.8m (2014: £1.9m), realised a loss for the year of
£2.7m (2014: a loss of £3.57m, thus a reduction of 21.3%),
had net cash outflows from operating activities of £2.4m
(2014: net cash outflow of £3.3m) and had net current liabilities
of £5.8m (2014: £5.6m).
The Directors have prepared cashflow forecasts covering a
period of at least 12 months from the date of approval of the
financial statements. If the forecast is achieved, the Group
will be able to operate within its existing facilities, however
the timeline required to close sales contracts and the order
value of individual sales continues to vary considerably, which
constrain the ability to accurately predict revenue performance.
Furthermore, the Group’s products are still in the research and
development phase and as such the Directors consider that
costs could exceed income in the short term. The Directors
therefore consider the Group may need to raise financing within
the next 12 months, the Directors are confident they will be
able to raise sufficient financing should it be required through
a placement of shares or other funding. The Directors have a
history of successfully raising financing.
The Group is also dependent on the unsecured loan facility
provided by the Chief Executive of the Group, which under the
terms of the facility, is repayable on demand. Further details of
this facility are set out in note 18(b) to the financial statements.
The Directors have received confirmation from the Chief
Executive that he has no intention of seeking its repayment, with
the facility continuing to be made available to the Group, on the
existing terms, for at least 12 months from the date of approval
of these financial statements.
The Directors have concluded that the circumstances set
forth above represent a material uncertainty, which may cast
significant doubt about the group’s and company’s ability to
continue as going concerns. However the Directors believe that
taken as a whole, the factors described above enable the group
and company to continue as a going concern for the foreseeable
future. The financial statements do not include the adjustments
that would be required if the group or company were unable to
continue as going concerns.
Proteome Sciences plc Annual report and accounts 2015
36
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
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 31st December each
year. Control is achieved when the company is exposed, or has
rights, to variable returns from its involvement with the investee
and has the ability to effect those returns through its power over
the investee. Specifically, the company controls an investee if,
and only if the company has the following:
— Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee);
— Exposure of rights, to variable returns from its involvement
with the investee; and
— The ability to use its power over the investee to affect its
returns.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement 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 the accounting policies used
into line with those used by the Group.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Goodwill
Goodwill is initially recognised as an asset at cost and
is subsequently measured at cost less any accumulated
impairment. Goodwill which is recognised as an asset is
reviewed for impairment at least annually. Any impairment is
recognised immediately in the income statement and is not
subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to
each of the Group’s cash-generating units expected to benefit
from the synergies of the combination. Cash-generating units
to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is an indication that the
unit may be impaired. If the recoverable amount of the cash-
generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to the unit and then to the other assets
of the unit pro-rata on the basis of the carrying amount of each
asset in the unit.
Revenue recognition
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable for
goods and services provided in the normal course of business,
net of discounts, VAT and other sales-related taxes.
Sales of goods are recognised when goods are delivered and
title has passed. Licence income is recognised when the benefit
has been transferred to the licensee and the group has satisfied
performance requirements under the terms of the relevant
agreement.
Grants services revenues and services revenues are recognised
based on percentage completion of contracts completed by the
reporting date relative to total contracts for individual projects .
Grants released to the income statement are recognised within
revenue, taking account of each grant’s specific performance
terms and conditions
Interest income is accrued on a time basis by reference to the
principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to that
asset’s net carrying amount.
Leasing
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
same term.
Foreign Currencies
The individual financial statements of each Group company are
prepared in the currency of the primary economic environment
in which it operates (its functional currency). For the purpose of
the consolidated financial statements, the results and financial
position of each Group company are expressed in pounds
sterling which is the functional currency of the Company and the
presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity’s functional currency
(foreign currencies) are recorded at the rates of exchange
prevailing on the dates of the transactions. At each balance sheet
date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the
balance sheet date. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary
items, are included in profit or loss for the period except for
differences arising on the retranslation of non-monetary items
in respect of which gains and losses are recognised directly in
equity. For such non-monetary items, any exchange component
of that gain or loss is also recognised directly in equity.
For the purpose of presenting consolidated financial statements,
the assets and liabilities of the Group’s foreign operations are
translated at exchange rates prevailing on the balance sheet
date. Income and expense items are translated at the average
exchange rates for the period, unless exchange rates fluctuate
significantly during that period, in which case the exchange
rates at the date of transactions are used. Exchange differences
arising, if any, are classified as equity and transferred to the
Group’s translation reserve. Such translation differences are
recognised as income or as expenses in the period in which
the operation is disposed of.
Proteome Sciences plc Annual report and accounts 2015
37
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Borrowing costs
All borrowing costs are recognised in profit or loss in the period
in which they are incurred.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes
are charged as an expense as they fall due. Payments made
to state-managed retirement benefit schemes are dealt with as
payments to defined contribution schemes where the Group’s
obligations under the schemes are equivalent to those arising in
a defined contribution retirement benefit scheme.
As a result of the acquisition of Proteome Sciences R&D
Verwaltungs GmbH and Proteome Sciences R&D GmbH & Co
KG from Aventis Research & Technologies GmbH & Co. KG the
Group makes contributions in Germany to a funded defined
contribution plan and to a funded defined benefit plan. These
plans are operated in their entirety by the Pensionskasse der
Mitarbeiter der Hoechst-Gruppe VVaG (Hoeschst Group),
an independent German mutual insurance company which is
required to comply with German insurance company regulations.
The schemes’ assets are held in multi-employer funds, and the
other employers who contribute to the schemes are not members
of the Group. The Group has not been able to identify its share of
the underlying assets and liabilities of the defined benefit scheme
and accordingly it has also been accounted for as a defined
contribution scheme. The Group’s contributions to the schemes
are included within the amount charged to the income statement
in respect of pension contributions. Funding contributions paid
by the Group are based on annual contributions determined
by Hoechst Group, the administrator for the pension plans. The
Group does not have any information about any deficit or surplus
in the defined benefit plan that may affect the amount of future
contributions, including the basis used to determine that deficit or
surplus and the implications, if any for the entity.
The Group also has a direct pension obligation (defined benefit
obligation) for its German subsidiary for which it provides in full
at the balance sheet date. This scheme has no separable assets.
The company uses the projected unit credit method to determine
the present value of its unfunded defined benefit obligation.
Taxation
Any tax payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement
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 Group’s liability for current
tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet 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 interests in joint ventures, except where the
Group 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
balance sheet 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.
Deferred tax is charged or credited in the income statement, 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 Group intends to settle
its current tax assets and liabilities on a net basis.
The Group is entitled to make claims for UK tax credit income
on qualifying R&D expenditure each year under the Corporation
and Taxes Act 2009. As an SME qualifying entity, tax credits
are claimed at the rate of 225% of the tax effect of tax losses
generated from qualifying R&D expenditure. Tax credits income
is recognised on an accruals basis through profit or loss within
taxation benefit/expense when there is reasonable assurance
that the tax credits will be received from the UK Tax Authorities.
A corresponding R&D Tax credits receivable is recognised in
Receivables until such time as the receivable is settled in cash.
Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated
depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation
of assets over their estimated useful lives, using the straight-line
method, on the following bases:
Laboratory equipment, fixtures and fittings
20%
Proteome Sciences plc Annual report and accounts 2015
38
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Equipment on loan
In December 2013 the Company was provided with mass
spectrometry equipment for a period of at least three years,
pursuant to a licence and research collaboration agreement
made with Thermo Fisher Scientific during 2013. The Directors
considered the requirements of IFRS in determining how this
equipment should be recognised in the financial statements.
The Directors took into account the fact that the machine has
been provided to the Group with no restrictions on its use, and
the fact that the three year period of the loan is considered
to represent substantially the entire useful economic life of
the asset. The Directors concluded that the economic risks
and rewards of ownership of the equipment were therefore,
transferred to the Group, and recognised the equipment within
Property, Plant and Equipment. The value at which the Directors
recognised the asset is considered to be represented by the
fair value of the MS3 licence transferred at the commencement
of the agreement less the cash consideration received.
The equipment is being depreciated over the three year period
of the loan agreement.
The gain or loss arising on the disposal or retirement of an asset
is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in income.
Internally-generated intangible assets – research and
development expenditure
Expenditure on research activities is recognised as an expense
in the period in which it is incurred.
Development expenditure, where it meets certain criteria (given
below), is capitalised and amortised on a straight-line basis
over its useful life. Asset lives are subject to regular review and
an impairment exercise carried out at least once a year. Where
no internally-generated intangible asset can be recognised,
development expenditure is written-off in the period in which it is
incurred.
An asset is recognised only if all of the following conditions are met:
— the product is technically feasible and marketable;
— the company has adequate resources to complete the
development of the product;
— it is probable that the asset created will generate future
economic benefits; and
— the development cost of the asset can be measured reliably.
The Directors do not consider that any Research and
Development intangible assets have been created in 2015 or the
prior year on the basis that it is uncertain whether the intangible
assets will generate future revenue cash flows.
Impairment of tangible and intangible assets
excluding goodwill
At each balance sheet date, the Group reviews the carrying
amounts of its tangible and intangible assets 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. 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 through profit and loss.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where
appropriate, provisions for impairment.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Cost comprises direct materials and, where applicable,
direct labour costs and those overheads that have been incurred
in bringing the inventories to their present location and condition.
Cost is calculated using the weighted average method.
Net realisable value represents the estimated selling price less
all estimated costs of completion and costs to be incurred
in marketing, selling and distribution.
Financial instruments
Financial assets and financial liabilities are recognised in
the Group’s balance sheet when the Group becomes a party
to the contractual provisions of the instrument.
Trade receivables
Trade receivables are measured at initial recognition at fair
value, and are subsequently measured at amortised cost using
the effective rate method. Appropriate allowances for estimated
irrecoverable amounts are recognised in the income statement
when there is objective evidence that the asset is impaired. The
allowance recognised is measured as the difference between
the asset’s carrying amount and the present value of estimated
future cash flows discounted at the effective rate computed at
initial recognition.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and
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.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting
all of its liabilities.
Proteome Sciences plc Annual report and accounts 2015
39
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Borrowings
Interest-bearing loans are recorded initially at fair value, net
of direct issue costs. Finance charges, including premiums
payable on settlement or redemption and direct issue costs,
are accounted for on an accruals basis in profit or loss using
the effective interest rate method and are added to the carrying
amount of the instrument to the extent that they are not settled in
the period in which they arise.
4 critical accounting judgements and key sources
of estimation uncertainty
Key sources of estimation uncertainty
The key assumptions concerning the future and other key
sources of estimation uncertainty at the balance sheet date
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.
Trade payables
Trade payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective
interest rate method.
Provisions
Provisions are recognised when the Group has a present
obligation as a result of a past event, and it is probable that the
Group will be required to settle that obligation. Provisions are
measured at the Directors’ best estimate of the expenditure
required to settle the obligation at the balance sheet date and
are discounted to present value where the effect is material.
Further details of the pension provision policy are set out in the
paragraph above headed Retirement benefit costs.
Share-based payments
The Group issues equity-settled share-based payments to
certain employees. Equity-settled share-based payments
are measured at fair value (excluding the effect of non-market
vesting conditions) at the date of grant. The fair value determined
at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based
on the Group’s estimate of shares that will eventually vest based
on the effect of non-market vesting conditions. Share based
payments are recognised as an additional cost of investment
in subsidiary undertakings in the company where the company
issues share options to executives employed by its subsidiaries.
Fair value is measured by use of the Black Scholes model
and for the LTIP awards the Monte Carlo model has been
used. 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.
Internally-generated intangible assets – research and
development expenditure
The Directors do not consider that any Research and
Development intangible assets have been created in 2015
or the prior year on the basis that it is uncertain whether the
intangible assets will generate future revenue cash flows.
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation
of the fair value less costs to sell of the cash-generating units to
which goodwill has been allocated. The fair value less costs to
sell calculation requires the entity to estimate the future cash flows
expected to arise from the cash-generating unit. The carrying
amount of goodwill at the balance sheet date was £4,218,241.
Details of the estimates used in the calculation are set out in
note 13.
Investments in subsidiary companies
The carrying cost of the company’s investments in subsidiary
companies is reviewed at each balance sheet date by reference
to the income that is projected to arise therefrom. From a review
of these projections, which can cover periods up to ten years,
the Directors have made a provision against their carrying values
as shown in note 15 to the accounts and the Directors therefore
believe that the investments concerned will generate sufficient
economic benefits to justify their revised carrying values, despite
the inevitable uncertainties over timing of the receipt of income
and the size of the markets from which income is anticipated.
5 revenue
An analysis of the Group’s revenue is as follows:
revenue
Licences, sales of goods
and biomarker services
Grant services income
2015
£’000
1,675
207
1,882
2014
£’000
1,295
266
1,561
Proteome Sciences plc Annual report and accounts 2015
40
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
6 Segment information
The Group’s operations are organised into two geographic segments, being the EU (United Kingdom and Germany) and US.
Internal reporting on costs and performance is segregated into these segments.
In identifying the operating segments, management has considered internal reports about components of the Group that
are used by the Chief Executive, who is the Chief Operating Decision Maker, to determine allocation of resources and to assess
their performance.
revenue
Licences/sales/services
Grant services
Revenue – all external
operating Loss
Investment revenues
Finance costs
Loss before tax
Tax
Loss after tax
other information
Capital additions
Depreciation
assets
Current assets
Non-current assets
Segment assets
Liabilities
Current liabilities
Non-current liabilities
Segment liabilities
2015
£’000
1,675
207
eu
2014
£’000
1,295
266
1,882
1,561
(3,076)
5
(250)
(3,989)
8
(242)
(3,321)
608
(4,223)
661
(2,713)
(3,562)
2015
£’000
713
395
eu
2014
£’000
155
406
3,403
5,312
3,271
5,006
8,715
8,277
2015
£’000
eu
2014
£’000
(9,607)
(276)
(8,856)
(313)
(9,883)
(9,169)
2015
£’000
uS
2014
£’000
–
–
–
(5)
–
(5)
–
(5)
2015
£’000
–
–
14
–
14
2015
£’000
(1)
–
(1)
–
–
–
(4)
–
–
(4)
–
(4)
uS
2014
£’000
–
–
14
–
14
uS
2014
£’000
(1)
–
(1)
consolidated
2015
£’000
1,675
207
2014
£’000
1,295
266
1,882
1,561
(3,081)
5
(250)
(3,993)
8
(242)
(3,326)
608
(4,227)
661
(2,718)
(3,566)
consolidated
2015
£’000
713
395
2014
£’000
155
407
3,417
5,312
3,286
5,006
8,729
8,292
consolidated
2015
£’000
2014
£’000
(9,608)
(276)
(8,857)
(313)
(9,884)
(9,170)
Proteome Sciences plc Annual report and accounts 2015
41
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Revenues from major products and services
The Group’s revenues from its major products and services were
as follows:
TMT® revenues
Other
Revenues from licenses,
sales and services
2015
£’000
882
793
2014
£’000
771
524
1,675
1,295
Geographical Information
The Group’s revenue from external customers by their
geographical location is derived as follows:
US
EU
Other
grant services income
EU
Revenues and other income
from major products and services
2015
£’000
1,320
196
159
1,675
207
1,882
8 operating loss
Operating loss is stated after charging/(crediting):
Depreciation charge
– owned
– on loan
Research and development costs
Operating lease rentals
– other
Auditor’s remuneration (see below)
Foreign exchange gains
Cost of inventories charged
as an expense
2015
£’000
158
237
1,248
290
86
(15)
53
2014
£’000
170
236
1,559
283
71
(22)
342
The analysis of auditor’s remuneration is as follows:
2015
£’000
2014
£’000
2014
£’000
1,004
179
112
1,295
266
fees payable to the company’s
auditor for the audit of the
company’s annual accounts
fees payable to the company’s
auditor for other services to the group
– The audit of the Company’s
subsidiaries pursuant to legislation
1,561
total audit fees
42
13
55
18
13
31
86
38
14
52
18
1
19
71
Tax compliance services
Other tax compliance services –
VAT, grants, share schemes,
income tax advice
total non-audit fees
total fees
Included in revenues arising from sales into the US market are
revenues of approximately£0.982m (2014: £1.004m) which
arose from sales to the Group’s largest customer: Thermo Fisher
Scientific Inc.
7 (i) finance income
Income arising from bank deposits
(ii) finance costs
Interest on loans (note 18)
2015
£’000
5
2015
£’000
250
2014
£’000
8
2014
£’000
242
Proteome Sciences plc Annual report and accounts 2015
42
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
9 Staff costs
The average monthly number of employees (including Executive Directors) was:
Research and development
Administration
Their aggregate remuneration (including that of Executive Directors) comprised:
Wages and salaries
Social security costs
Other pension costs
2015
number
2014
number
28
7
35
28
8
36
£’000
2,005
316
130
£’000
2,075
330
213
2,451
2,618
Social security costs shown above include a credit of £11,000 (2014 charge: £3,000) from the provision for notional National Insurance
contributions payable upon the exercise of vested LTIP options.
10 directors’ remuneration and transactions
The Directors’ emoluments in the year ended 31st December 2015, excluding pension costs, were:
executive directors
C.D.J. Pearce
G. Ellis (appointed 1st October 2014)
J.L. Malthouse (retired 1st December 2014)
Dr. I. Pike
non-executive directors
Prof. W. Dawson
R. McDowell (appointed 1st July 2014)
M. Diggle (appointed 16th October 2014)
R.S. Harris (resigned 1st July 2014)
basic
salary
2015
£’000
benefits
in kind
2015
£’000
276
150
–
150
28
25
–
–
11
4
–
3
–
–
–
–
total
2015
£’000
287
154
–
153
28
25
–
–
total
2014
£’000
300
48
164
143
28
12
–
19
629
18
647
714
(i) The remuneration of the Executive Directors is decided by the Remuneration Committee.
(ii) Aggregate emoluments disclosed above do not include any amounts for the value of options to subscribe for Ordinary Shares in
the Company granted to or held by the Directors.
(iii) No options were exercised by Directors during the year (2014: none)
(iv) Details of the options in place and of awards under the Company’s Long-Term Incentive Plan are given in note 20.
(vi) The number of Directors in pension schemes is as follows:
Defined contribution pension schemes
2015
2014
3
4
Proteome Sciences plc Annual report and accounts 2015
43
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Pension costs in the year ended 31st December 2015 were
as follows:
C.D.J. Pearce
G. Ellis
J.L. Malthouse
Dr. I. Pike
2015
£’000
–
15
–
15
30
2014
£’000
6
5
4
14
29
Directors’ transactions
(a) Professor W. Dawson is a shareholder in Bionet Ltd. which
provided consultancy services to the company during the
year at a cost of £3,000 (2014: £2,000).
(b) Save as disclosed in (a) above and in note 18(b), no Director
had a material interest in any contract of significance with the
Company in either year.
11 tax credit on loss before taxation on ordinary activities
UK Corporation tax – R&D tax credit
Overseas tax charge
Group tax credit for the year
Adjustment re previous year
2015
£’000
625
(17)
608
–
608
2014
£’000
613
(11)
602
59
661
The UK Corporation tax credit relates to research and development
tax credits claimed under the Corporation Taxes Act 2009.
At 31st December 2015 there were tax losses available for carry
forward of approximately £43.1m (2014: £42.8 million).
The tax credit and trading losses to be carried forward for
the year are subject to the agreement of HM Revenue & Customs.
Factors affecting the tax credit/(charge) for the year
The tax credit for the year is lower (2014: lower) than the
standard rate of corporation tax in the UK. The differences
are explained below:
Loss before tax
Income tax (charge)/credit
calculated at 20.25% (2014: 21.5%)
Effects of:
Expenses that are not deductible
in determining taxable profit
Fixed asset timing differences
Effect of concessions
(Research and Development)
Short-term timing differences
(Losses surrendered for
R&D tax credit)/R&D relief
(Unrecognised tax losses
carried forward)/brought forward
losses utilised
Effect of overseas tax
R&D tax credit claimed
Other taxable income
Group tax credit/(charge) for the year
Adjustment re prior year
2015
£’000
(3,326)
2014
£’000
(4,227)
674
909
(14)
(154)
491
–
(871)
(66)
(17)
625
(60)
608
–
608
(41)
(58)
537
(1)
(968)
(314)
(11)
613
(64)
602
59
661
Unrecognised deferred tax
The following deferred tax assets and liability have not been
recognised at the balance sheet date:
Tax losses – revenue
Depreciation in excess
of capital allowances
Provisions
Share-based payments
total
2015
£’000
7,348
(154)
3
–
7,197
2014
£’000
8,569
(10)
7
1
8,567
The deferred tax assets have not been recognised as the
Directors are uncertain of their recovery. The assets will be
recovered if the Group makes sufficient taxable profits in the
future against which losses can be utilised.
Changes to tax legislation
The main rate of UK corporation tax reduced from 21% to 20%
from 1st April 2015. This rate will also be effective for the tax year
2016/17. This rate will fall to 19% for the year beginning 1 April
2017, and to 17% for the year beginning 1 April 2020.
Proteome Sciences plc Annual report and accounts 2015
44
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
14 Property, plant and equipment
Property, plant and equipment comprise laboratory equipment,
fixtures and fittings and motor vehicles held by and equipment
on loan to the Group. The movement in the year was as follows:
equipment
on loan
£’000
Laboratory
equipment,
fixtures and
fittings
£’000
12 Loss per ordinary share
The calculations of basic and diluted loss per ordinary share
are based on the following losses and numbers of shares.
Loss for the financial year
basic and diluted
2015
£’000
(2,718)
2015
number of
shares
2014
£’000
(3,566)
2014
number of
shares
Weighted average number
of ordinary shares for the
purposes of calculating basic
earnings per share:
221,036,176
211,129,430
In 2015 and 2014 the loss attributable to ordinary shareholders
and weighted average number of ordinary shares for the purpose
of calculating the diluted earnings per ordinary share are identical
to those used for basic earnings per ordinary share. This is
because the exercise of share options that are out of the money
would have the effect of reducing the loss per ordinary share
and is therefore not dilutive.
1st January 2014
Exchange adjustments
Additions during the year
1st January 2015
Exchange adjustments
Additions during the year
31st December 2015
depreciation
1st January 2014
Exchange adjustments
Charge for the year
13 goodwill
cost and carrying amount
1st January 2015 and 31st December 2015
1st January 2015
Exchange adjustments
Charge for the year
At 31st December 2015
goodwill
£’000
4,218
710
–
–
710
–
–
710
–
–
236
236
–
237
473
474
237
3,705
(168)
155
3,692
(127)
713
4,278
3,360
(152)
170
3,378
(115)
158
3,421
314
857
The goodwill has been allocated to the EU CGU. For the purpose
of testing goodwill the recoverable value of the CGU is determined
from fair value less estimated costs of disposal. In assessing the fair
value of the CGU, management and the Directors have considered
and assessed the following evidence:
(a) As at 31 December 2015, the market capitalisation for the
group was £35.9m based on the quoted share price of the
company of 15.75p per ordinary share; and
(b) During the year raised new equity finance of £2.495m
at 18p per ordinary share;
The Directors have concluded that based on the above,
recoverable value exceeds the carrying value of the goodwill
at 31 December 2015.
carrying amount
31st December 2014
31st December 2015
Included within Property, Plant and Equipment is mass
spectrometry equipment with a net book value of £0.237m,
which was provided to the Group for a period of at least three
years, pursuant to the licence and research collaboration
agreement made with Thermo Fisher Scientific in 2013. The
equipment is being depreciated over the three year period
of the loan agreement.
The Company owned no fixed assets during either the current
or preceding financial year.
Proteome Sciences plc Annual report and accounts 2015
45
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
15 investment in subsidiaries
company
At 1st January 2014
Additional investment in the year
Provisions for impairment during the year
At 31st December 2014
At 1st January 2015
Additional investment in the year
Provisions for impairment during the year
At 31st December 2015
cost of shares
in subsidiary
undertakings
£’000
Loans to
subsidiary
undertakings
£’000
5,151
182
(957)
38,460
3,659
(254)
total
£’000
43,611
3,841
(1,211)
4,376
41,865
46,241
4,376
35
–
41,865
2,728
(20,600)
46,241
2,763
(20,600)
4,411
23,993
28,404
(i) The increase in the cost of shares in subsidiary undertakings of £0.035m (2014: £0.181m) represents a capital contribution
between the Company and certain of its subsidiaries, reflecting the provision of equity instruments in the Company to subsidiary
company employees.
(ii) The increase in loans to subsidiary companies in 2015 arose from the provision of further funds to the company’s trading
subsidiary and German subsidiary company.
(iii) A provision for impairment of £20.6m has been recognised during 2015 against the carrying value of loans advanced to the UK
subsidiary Electrophoretics Limited. The recoverable value of the asset at 31 December 2015 has fallen since the prior year.
Principal Group investments
The Company has investments in the following subsidiary undertakings, which contribute to the net assets of the Group:
Principal subsidiary undertakings
Proteome Sciences R&D
Verwaltungs GmbH
Proteome Sciences R&D
GmbH & Co. KG
country of
incorporation
and operation
Germany
Germany
Xzillion GmbH & Co. KG
Germany
Proteome Sciences, Inc.
Electrophoretics Limited
Veri-Q Inc.
Phenomics Limited
U.S.A.
United
Kingdom
U.S.A.
United
Kingdom
Principal
activity
Administrative
Company
Research
Company
Administrative
Company
Research
Company
Administrative
and Research
Company
Research
Company
Dormant
description and proportion
of shares held by the
company
group
100% Share 100% Share
Capital
Capital
100%
100%
Partnership Partnership
Interest
Interest
100%
100%
Partnership Partnership
Interest
Interest
100%
Common
Stock
100%
Ordinary
Shares
76.9%
Common
Stock
100%
Ordinary
Shares
100%
Common
Stock
100%
Ordinary
Shares
76.9%
Common
Stock
100%
Ordinary
Shares
(i) The investments in Proteome Sciences, Inc., Electrophoretics Limited and Phenomics Limited comprise the entire issued share
capital of each subsidiary undertaking and carry 100% of the voting rights.
Proteome Sciences plc Annual report and accounts 2015
46
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
16 inventories
Work-in-progress
Finished goods
17 other current assets
a) Trade and other receivables
Trade debtors
R&D tax credit recoverable
Other debtors
Prepayments
No allowance for doubtful debts was recognised in 2015 or 2014.
b) Cash and cash equivalents
2015
£’000
129
162
291
group
2014
£’000
207
647
176
43
1,073
2014
£’000
182
162
344
company
2014
£’000
–
–
–
–
–
group
2015
£’000
364
659
243
52
1,318
company
2015
£’000
–
–
–
–
–
group
2015
£’000
company
2015
£’000
group
2014
£’000
company
2014
£’000
Cash and cash equivalents
1,808
1,064
1,869
1,512
The Directors consider that the carrying amount of trade receivables and cash and cash equivalents approximates to their fair value.
18 financial liabilities
(a) Trade and other payables
Due within one year
Trade creditors
Other payables and accruals
Hire purchase payables
Due after one year
Hire purchase payables
Hire purchase payables have the following maturity profile at 31st December 2015
Due within one year
Due in more than one year but not more than two years
Due in more than two years but not more than three years
group
2015
£’000
company
2015
£’000
group
2014
£’000
company
2014
£’000
18
540
220
778
386
–
–
–
–
28
289
–
317
–
–
–
–
–
£’000
220
220
166
606
Proteome Sciences plc Annual report and accounts 2015
47
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Trade creditors and other payables principally comprise amounts outstanding for trade purchases and continuing costs.
The average credit period taken for trade purchases is between 30 and 45 days. For most suppliers no interest is charged on
the trade payables for the first 30 days from the date of the invoice. The Group has financial risk management policies in place
to ensure that all payables are paid within the credit time frame.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
(b) Short term borrowings
group
2015
£’000
company
2015
£’000
group
2014
£’000
company
2014
£’000
Loan from related party
8,443
1,418
8,193
1,376
The Directors consider that the carrying amount of borrowings approximates to their fair value.
note:
(i) The loan from related party represents a loan from Mr C D J Pearce, the Chief Executive of the Company. The loan is secured
by a fixed charge over the Company’s patent portfolio and a floating charge over the Company’s stock in trade. The loan bears
interest at 2.5% above the base rate of Barclays Bank plc. Loan amounts representing £5m may be converted into ordinary share
capital at the option of Mr Pearce at the lower of market price on the date of conversion or the average price over the lowest
consecutive ten day trading period since 29th June 2006. Electrophoretics Ltd, the company’s subsidiary has assumed all
obligations for the loan. The Company has also guaranteed the subsidiary’s payment obligations.
(ii) The loan is repayable on seven days notice, or immediately in the event of:
(a) C.D.J. Pearce ceasing to be an Executive Director of the company. As noted in the Directors’ Report on page 27,
C.D.J. Pearce has a service contract with a notice period of not less than two years.
(b) A general offer to the shareholders of the Company being announced to acquire its issued share capital.
(c) The occurrence of any of the usual events of default attaching to this sort of agreement.
(iii) The amounts shown above as outstanding under short term borrowings include accrued interest.
19 Provisions
group
At 1st January
Additional provision in the year
Utilisation of provision
At 31st December
Included in short-term provisions
Included in long-term provisions
company – long term provision
At 1st January
Reduction in provision in the year
At 31st December
Pensions
provisions
£’000
other
provisions
£’000
287
–
(26)
261
339
–
(339)
–
2015
total
£’000
626
–
(365)
261
–
261
2015
£’000
26
(11)
15
2014
total
£’000
496
130
–
626
313
313
2014
£’000
28
(2)
26
(i) Other provisions consisted of provisions for various professional costs, and were fully utilised during 2015.
(ii) The pension provision relates to pension costs which may become payable in connection with the group’s Frankfurt employees,
under the pension scheme arrangements set out in note 19(iv). This provision will be utilised as members of the scheme reach
retirement age and draw down their pensions.
Proteome Sciences plc Annual report and accounts 2015
48
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
(iii) Long term provisions include £15,000 (2014: £26,000) for National Insurance contributions payable upon the exercise
of vested LTIP options.
(iv) Pension arrangements
As a result of the acquisition of Proteome Sciences R&D Verwaltungs GmbH and Proteome Sciences R&D GmbH & Co KG from
Aventis Research & Technologies GmbH & Co KG, the Group makes contributions in Germany to a funded defined contribution
plan and to a funded defined benefit plan. These plans are operated in their entirety by the Pensionskasse der Mitarbeiter der
Hoechst-Gruppe VVaG (Hoechst Group), an independent German mutual insurance company, which is required to comply with
German insurance company regulations.
The schemes assets are held in multi-employer funds, and the other employers who contribute to the schemes are not members
of the Group. The Group has not been able to identify its share of the underlying assets and liabilities of the defined benefit
scheme and accordingly it has also been accounted for as defined contribution scheme. The Group’s contributions to the
scheme are included within the amount charged to the income statement in respect of pension contributions.
Funding contributions paid by the Group are based on annual contributions determined by Hoechst Group, the administrator for
the pension plans. For the year ending 31 December 2016, funding contributions payable by the Group are based on employee
contributions at the rate of 1.5%-2.5% (2015: 1.5%-2.5%) of wages and salaries and employer contributions at the rate of 5 (2015:
4) times employee contributions.
The amount charged to the income statement in respect of the contributions to the scheme in 2015 was £ 49,507 (2014: £63,984).
As at 31 December 2015, an actuarial deficit did not exist for the multi-employer scheme. The Group’s contributions to the scheme
during 2015 represented 0.03% of total contributions to the scheme by employers and employees. Under the terms of the multi-
employer plan, the group’s obligations are limited to the original promise/commitment that it has given to its own employees. The
group does not have an exposure to liability in relation to other third party employers’ obligations. The Group does not have any
information about how the actuarial status of the plan may affect the amounts of future contributions to the plan.
The Group also has a direct pension obligation for which it provides in full at the balance sheet date. This scheme has no
separable assets. The company uses the projected unit credit method to determine the present value of its unfunded defined
benefit obligation. Demographic assumptions are based on Prof. Klaus Heubeck’s mortality table “Richttafeln 2005 G”, the
standard German actuarial table, with full recognition for fluctuations in mortality rates on account of gender and current age.
Pensionable age has been set at 60.
The company has applied a discount rate for the year of 2% (2014: 2%). The company has assumed an income increase
of 2.75% (2014: 2.75%) and inflation of 2.25% (2014: 2.25%).
Provisions for future unfunded pension liabilities at 31st December 2015 amounted to £260,241 (2014: £286,830). Amounts
recognised through the consolidated income statement for the year to 31st December 2015 included service costs of £11,800
(2014: 23,587), interest costs of £5,644 (2014: 6,325) and an actuarial gain of £27,374 (2014: loss of 46,147).
(c) Other pension costs in relation to defined contribution schemes for United Kingdom employees amounted to £97,955
(2014: £89,961)
20 Share capital
i) Authorised
330,000,200 (2014: 330,000,200) Ordinary Shares of 1p each
49,998 Redeemable Ordinary Shares of £1 each
1,063,822 5% (gross) Redeemable Preference Shares of £1 each (voting)
786,178 5% (gross) Redeemable Preference Shares of £1 each (non-voting)
2015
£’000
3,300
50
1,064
786
2014
£’000
3,300
50
1,064
786
5,200
5,200
No Redeemable Preference shares of either class had been allotted and called up at the 31st December 2015 and 2014. At the
31st December 2019 any redeemable preference shares then in issue must be redeemed at par by that date. The redeemable
preference shares have been classified as equity as the substance and legal form of the arrangement is equity, with no debt
component.
Proteome Sciences plc Annual report and accounts 2015
49
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
ii) Allotted and called-up
Ordinary Shares of 1p each
The increase in the number of shares in issue in 2015 arose as follows:
As at 1st January 2015
Issued in share placing 19th June 2015
At 31st December 2015
2015
£’000
2014
£’000
2,280
2,141
2015
number
214,105,620
13,861,112
227,966,732
iii) Options
At 31st December 2015 options had been granted and were still outstanding in respect of the Company’s Ordinary Shares of 1p
under the Company’s share option schemes as follows:
number
of shares
nominal
value
£
exercise
price
dates exercisable
Granted under Separate Option Deed
150,000
1,500
29.75p
1.10.2013 – 1.10.2020
Options under both schemes may also be exercised from the date on which any shares in the Company are first admitted to the
Official List of the London Stock Exchange.
The above option was granted in the year to the 31st December, 2010 and was fully vested by 30 September 2013.
(iv) 2004 and 2011 Long-Term Incentive Plan (“LTIP”)
At 31st December 2015, the maximum number of the Company’s Ordinary Shares of 1p each to be potentially allocated or issued
under the LTIP was as follows:
number at
31st december
2014
700,965
328,105
300,000
1,329,070
awarded
in the year
exercised
in the year
Lapsed
in the year
number at
31st december
2015
first vesting
date
–
–
–
–
–
–
–
–
(328,105)
–
700,965
–
300,000
–
24th February, 2015
2nd October, 2017
–
(328,105)
1,000,965
Latest exercise
date
2nd July, 2017
–
–
At 31st December 2014, the maximum number of the Company’s Ordinary Shares of 1p each to be potentially allocated or issued
under the LTIP was as follows:
number at
31st december
2014
700,965
2,596,491
328,105
–
awarded
in the year
exercised
in the year
Lapsed
in the year
number at
31st december
2015
first vesting
date
–
–
–
300,000
–
–
– (2,596,491)
–
–
–
–
700,965
–
328,105
300,000
–
7th November, 2014
24th February, 2015
2nd October 2017
Latest exercise
date
2nd July, 2017
–
–
–
3,625,561
300,000
– (2,596,491)
1,329,070
Proteome Sciences plc Annual report and accounts 2015
50
(v) 2004 Share Option Plan
At 31st December 2015 options had been granted, had fully vested in prior reporting periods and were still outstanding (exercisable)
in respect of the Company’s Ordinary Shares of 1p each under the Company’s 2004 Share Option Plan as follows:
Number of Shares
Amount of Capital (£)
Exercise Price (p)
20,295
67,650
40,590
12,177
56,826
33,825
231,363
202.95
676.50
405.90
121.77
568.26
338.25
2,313,63
31.78
36.77
36.77
27.72
27.72
15.52
Dates Exercisable
9.6.09 – 9.6.16
2.7.10 – 2.7.17
2.7.10 – 2.7.17
10.4.11 – 10.4.18
10.4.11 – 10.4.18
14.7.11 – 14.7.18
At 31st December 2014 options had been granted, had fully vested in prior reporting periodsand were still outstanding (exercisable)
in respect of the Company’s Ordinary Shares of 1p each under the Company’s 2004 Share Option Plan as follows:
Number of Shares
Amount of Capital (£)
Exercise Price (p)
13,530
20,295
67,650
40,590
12,177
56,826
33,825
135.30
202.95
676.50
405.90
121.77
586.26
338.25
244,893
2,448.93
68.37
31.78
36.77
36.77
27.72
27.72
15.52
Dates Exercisable
15.7.08 – 15.7.15
9.6.09 – 9.6.16
2.7.10 – 2.7.17
2.7.10 – 2.7.17
10.4.11 – 10.4.18
10.4.11 – 10.4.18
14.7.11 – 14.7.18
(vi) 2011 Share Option Plan
At 31st December 2015 options had been granted and were still outstanding in respect of the Company’s Ordinary Shares of 1p each
under the Company’s 2011 Share Option Plan as follows:
Number of Shares
Amount of Capital (£)
Exercise Price (p)
Vesting Date
Dates Exercisable
144,000
85,000
50,000
25,000
304,000
1,440.00
850.00
500.00
250.00
3,040.00
36.50
49.87
33.75
36.25
17.2.15
25.6.16
9.6.17
25.6.17
17.2.15 – 17.2.22
25.6.16 – 25.6.26
9.6.17 – 9.6.24
25.6.17 – 25.6.24
Proteome Sciences plc Annual report and accounts 2015
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) for the year ended 31st December 2015
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
At 31st December 2014 options had been granted and were still outstanding in respect of the Company’s Ordinary Shares
of 1p each under the Company’s 2011 Share Option Plan as follows:
number of Shares
amount of capital (£)
exercise Price (p)
vesting date
dates exercisable
167,000
90,000
50,000
25,000
332,000
1,670.00
900.00
500.00
250.00
3,320.00
36.50
49.87
33.75
36.25
17.2.15
25.6.16
9.6.17
25.6.17
17.2.15 – 17.2.22
25.6.16 – 25.6.26
9.6.17 – 9.6.24
25.6.17 – 25.6.24
21 Share based payments
The Company issues equity-settled share based payments under the 2004 and 2011 Share Option Plans. The vesting period
is three years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are
usually forfeited if the employee leaves the Group before the options vest.
In addition, in 2004 the Company entered into a Long Term Incentive Plan for its Directors and some of its staff. The plan was
accounted for as an equity settled scheme and had potential vesting dates from 2nd July 2010 to 31st July 2011 with any award
being linked to share performance related targets.
At the 31st December 2015 and 31st December, 2014 awards over 700,965 shares had vested and were capable of exercise.
The 2004 LTIP closed during 2009 and no further awards can be made under this scheme. Details of all the remaining awards that
have not yet vested are set out in note 20 (iv) above. Awards are usually forfeited if the employee leaves the Group before the
vesting date.
A new Long Term Incentive Plan was introduced in 2011 and the maximum award under this scheme is 300,000 shares. A charge
to the income statement of £ 35,000 (2014: £ 181,000) was made during the year in respect of both schemes.
The release of shares in respect of the awards still outstanding to participants will depend upon the growth of Proteome Sciences’
total shareholder return (“TSR”) over a three year performance period relative to the AIM Healthcare Index. No shares will be
released unless the Company’s TSR performance exceeds that of the Index, in which case 30% of the award will vest. The full award
will vest only if the Company’s TSR performance exceeds that of the Index by 10%, with a pro-rata award between 30% to 100%
for each percentage point of out-performance up to 10%.
Before awards vest the Remuneration Committee will satisfy itself that the TSR performance is a genuine reflection of the Company’s
underlying performance over the three-year performance period.
Outstanding at 1st January, 2014
Exercised in the year
Forfeited in the year
options
426,440
–
(181,547)
Outstanding at 31st December 2014
244,893
Forfeited in 2015
(13,530)
Outstanding and exercisable
at 31st December 2015
231,363
Exercisable at 31st December 2014
244,893
No LTIP awards were exercised during the period.
2004 Share option Plan
2004 LtiP
Weighted average
exercise price (p)
maximum number
of shares
Weighted average
fair value per share (p)
32.62
–
65.71
32.62
68.37
30.52
32.62
700,965
–
–
700,965
–
700,965
700,965
31.70
–
–
–
–
31.70
31.70
Proteome Sciences plc Annual report and accounts 2015
52
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Outstanding at 1st January, 2014
Granted in the year
Forfeited during the year
Outstanding at 1st January 2015
Granted in the year
Forfeited during the year
Outstanding at 31st December 2015
Exercisable at 31st December 2015
Exercisable at 31st December 2014
Outstanding at 1st January, 2014
Granted in the year
Lapsing in the year
Outstanding at 31st December 2014
Granted in the year
Lapsing in the year
Outstanding at 31st December, 2015
Exercisable at 31st December, 2015
Exercisable at 31st December, 2014
options
261,000
75,000
(4,000)
332,000
–
(28,000)
304,000
144,000
–
options
2,924,596
300,000
(2,596,491)
628,105
–
(328,105)
300,000
–
–
2011 Share option Plan
Weighted average
exercise price (p)
47.3
34.6
36.5
39.7
–
38.9
39.8
36.5
–
2011 LtiP
Weighted average
exercise price (p)
18.7
21.7
18.7
23.6
–
25.6
21.7
–
–
The options outstanding at 31st December 2015 had a weighted average remaining contractual life as follows:
2004 Share Option Plan
2011 Share Option Plan
LTIP
The inputs into the Black-Scholes model were:
Weighted average share price
Weighted average exercise price
Expected volatility
Expected life
Risk free rate
Expected dividends
2015
no. of months
2014
no of months
21.8
85.6
18.9
2015
36.6p
36.6p
60.1% – 58%
4 years
1.13% – 0.87%
none
31.8
96.4
23.8
2014
36.6p
36.6p
60.1% – 52%
4 years
1.13% – 0.60%
None
Proteome Sciences plc Annual report and accounts 2015
53
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
notes
(i) Expected volatility is a measure of the tendency of a security price to fluctuate in a random, unpredictable manner and is
determined by calculating the historical volatility of the Company’s share price over the previous years.
(ii) The expected life has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
(iii) The company has used the Monte Carlo model to value the LTIP awards, which simulates a wide range of possible future share
price scenarios and calculates the average net present value of the option across those scenarios and which captures the
effect of the market-based performance conditions applying to such awards.
22 reserves description and purpose
Share premium
Amount subscribed for share capital in excess of nominal value.
Foreign exchange translation reserve
Gains/losses arising on retranslating the net assets of overseas operations into Sterling.
Retained earnings
All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
Other Reserves
The other reserve arose in the year ended 31st December 2002 and represented the premium on the allotment of shares issued for the
acquisition of Xzillion Verwaltungs GmbH (now Proteome Sciences R&D Verwaltungs GmbH) and Xzillion Proteomics GmbH & Co KG.
Share based payment Reserve
The amounts transferred to the Equity Reserve are for charges made in respect of the requirements of IFRS 2 share-based payment.
The other reserve arises from the combination of Group companies.
Merger Reserve
The merger reserve arose in the period to the 11 November 1994 and represents the premium on the allotment of new ordinary
shares issued in a share exchange agreement entered into by the shareholders of Monoclonetics International Inc, now
Proteome Sciences Inc.
Proteome Sciences plc Annual report and accounts 2015
54
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
23 guarantees and other financial commitments
Operating lease arrangements
The Group leases certain land and buildings on short-term operating leases. The rents payable under these leases are subject to
renegotiation at various intervals specified in the leases. The Group pays insurance, maintenance and repairs of these properties.
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Within 1 year
Within 2-5 years
group
2015
£’000
258
508
766
company
2015
£’000
61
62
123
group
2014
£’000
222
638
860
company
2014
£’000
61
62
123
Operating lease payments represent rentals payable by the Group for its laboratory and office properties.
24 financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt,
which includes borrowing disclosed in note 18(b), cash and cash equivalents and equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity on
page 33.
Gearing
The Board reviews the capital structure on a semi-annual basis. As part of this review, the committee considers the cost of capital
and the risks associated with each class of capital.
The Group’s gearing and equity at the year end is as follows:
Debt
Cash and cash equivalents
Net debt
Deficit in equity
Debt is defined as long and short term borrowings, as detailed in note 18(b).
Equity includes all capital and reserves of the Group attributable to equity holders of the parent company.
2015
£’000
(8,443)
1,808
2014
£’000
(8,193)
1,869
6,635
(6,324)
(1,155)
(878)
Proteome Sciences plc Annual report and accounts 2015
55
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Categories of financial instruments
financial assets
Cash
Trade receivables
financial liabilities
Other payables and accruals
Trade and other payables
Current tax liabilities
Short-term borrowings
Loan from subsidiary
Hire purchase payables
group
2015
£’000
company
2015
£’000
group
2014
£’000
company
2014
£’000
1,808
1,064
1,869
1,512
364
(540)
(18)
1
–
–
–
–
207
(289)
(28)
(34)
–
–
–
–
(8,443)
(1,418)
(8,193)
(1,376)
–
(264)
(606)
–
–
–
(279)
–
Proteome Sciences plc Annual report and accounts 2015
56
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Financial risk management objectives
The Group’s operations expose it to a variety of risks including interest risk and liquidity risk.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates
(see below).
Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.
The Group’s principal exposure is to movement in the Euro exchange rate, but it anticipates that a significant proportion of its future
income will be received in this currency, thus helping to reduce its exposure in this area.
Foreign currency sensitivity analysis
The Group is mainly exposed to the currency of Germany (the Euro) and to the US dollar currency.
None of the Group’s companies has any assets or liabilities that are denominated in a currency other than the functional currency
in which the companies operate and therefore a foreign currency sensitivity analysis would not be appropriate.
Interest rate risk management
The Group is exposed to interest rate risk arising from its short-term borrowings, details of which are set out in note 18(b).
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management
section of this note.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to floating rate liabilities. The analysis is prepared
assuming the amount of liability outstanding at balance sheet date was outstanding for the whole year. A 0.5% increase or decrease
is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the
reasonably possible change in interest rates.
If interest rates had been 0.5% higher and all other variables were held constant, the Group’s loss for the year ended 31st December
2015 would have increased by £42,000 (2014: increase in loss by £40,000).
The Group’s sensitivity to interest rates has increased slightly during the current year due to the rise in the amount of its short term
borrowings over the year.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk
management framework for the management of the Group’s short, medium and long-term funding and liquidity management
requirements. The Group manages liquidity risk by maintaining adequate reserves and borrowing facilities, by continuously
monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities.
Proteome Sciences plc Annual report and accounts 2015
57
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Liquidity and interest risk tables
a) The following tables detail the Group and Company’s remaining contractual maturity for its non-derivative financial liabilities.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the Group and Company can be required to pay.
The table includes both interest and principal cash flows.
Weighted average
effective interest
rate
%
Less than 1 month
group
£’000
company
£’000
Within
one year
group
£’000
Within
1–2 years
group
£’000
Within
2–3 years
group
£’000
2014
Variable interest rate instruments – Borrowings
2015
Variable interest rate instruments – Borrowings
3.00
8,193
1,376
3.00
8,443
1,418
–
–
–
–
–
–
Fixed rate instruments – Hire purchase
10.8%
–
–
220
220
166
Proteome Sciences plc Annual report and accounts 2015
58
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
25 related party transactions
a) Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation
and were as follows:
1) Loans advanced to subsidiary undertakings:
At 1st January, 2014
Additional investment in the year
Provision for impairment
At 31st December 2014
At 1st January 2015
Additional investment in the year
Provision for impairment
At 31st December 2015
2) Loan from subsidiary undertaking:
At 31st January, 2014
Exchange adjustment
At 31st December, 2014
At 1st January, 2015
Exchange adjustment
At 31st December, 2015
Proteome
Sciences r&d
£’000
veri-q inc
£’000
electro-
phoretics Ltd
£’000
255
–
(255)
30,195
3,659
–
total
£’000
38,461
3,659
(255|)
–
–
–
–
–
33,854
41,865
33,854
2,728
(20,600)
41,865
2,728
(20,600)
15,982
23,993
8,011
–
–
8,011
8,011
–
–
8,011
(299)
(20)
279
279
(15)
264
Further details of the Company’s shares in and loans to its subsidiary undertakings are set out in note 15.
b) C.D.J. Pearce, a Director of the Company and therefore a related party, has made a loan facility available to the Company
full details of which are set out in note 18 on page 48.
c) Details of the remuneration of the Directors is set out in note 10, including details of pension contributions made by the
Company and information in connection with their long-term benefits is shown in the Directors’ Report under the heading
‘Directors and their interests’.
d) Key management personnel compensation.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the Group. Key management personnel for the year-ended 31 December 2015 and the comparative period
were as follows:
Christopher Pearce (Executive Chairman)
Geoff Ellis (Finance Director)
Ian Pike (Chief Operating Officer)
Proteome Sciences plc Annual report and accounts 2015
59
noteS to tHe conSoLidated financiaL StatementS (continued)
for the year ended 31st December 2015
Key management personnel remuneration was as follows:
Salary
Other long-term benefits
Defined benefit scheme costs
Share based payment expense
2015
£’000
576
30
–
26
632
2014
£’000
637
29
–
165
831
The amounts charged to the income statement relating to Directors in respect of the share-based payment charge were as follows:
2015
£’000
26
2014
£’000
165
26 events after the balance sheet date
There have been no significant events which have occurred subsequent to the reporting date.
Proteome Sciences plc Annual report and accounts 2015
60
adviSerS
nominated advisers and Stockbrokers
finnCap
60, New Broad Street
London EC2R 7AS
auditor
BDO LLP
55 Baker Street
London W1U 7EU
Solicitors
Freeths LLP
1 Vine Street
Mayfair
London W1J 0AH
bankers
Barclays Bank Plc
Pall Mall Corporate Banking Group
50 Pall Mall
London SW1Y 5AX
registrars
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Shareholder Enquiries:
+44(0) 871 664 0300
Proteome Sciences plc Annual report and accounts 2015
61
notice of meeting
Notice is hereby given that the 22nd Annual General Meeting
of Proteome Sciences plc will be held at The Law Society,
113 Chancery Lane, London WC2A 1PL on 24th June 2016 at
12:00 midday, for the purpose of considering and, if thought fit,
passing the following Resolutions of which numbers 1 to 5 will
be proposed as ordinary Resolutions and number 6 as a special
Resolution.
ordinary business
1 To receive the financial statements and the reports of the
Directors and of the auditors for the year ended
31st December 2015.
2 To re-appoint Professor W Dawson as a Director.
3 To re-appoint Dr I Pike as a Director.
(b) the allotment (otherwise than pursuant to sub-
paragraph (a) and (b)) of equity securities which are
or are to be wholly paid up in cash up to an aggregate
nominal amount of £455,933.46.
and provided further that the authority and power conferred
by this Resolution shall expire at the conclusion of the next
Annual General Meeting of the Company or on 30th June
2017, whichever is the earlier, unless such authority is
renewed or extended at or prior to such time, save that the
Company may before such expiry make any offer, agreement
or other arrangement which would or might require equity
securities to be allotted after the expiry of this authority and
the Directors may then allot equity securities in pursuant of
such an offer or agreement as if the authority and power
hereby conferred had not expired.
4 To re-appoint BDO LLP as auditors of the Company in
accordance with section 489 of the Companies Act 2006 until
the conclusion of the next general meeting of the Company at
which audited accounts are laid before the members and to
authorise the Directors to fix their remuneration.
By order of the Board
Coveham House
Downside Bridge Road
Cobham
Surrey KT11 3EP
g.J. ellis
Secretary
17th May 2016
Notes:
1.
A member entitled to attend and vote at the meeting is entitled to appoint
more than one proxy, to exercise all or any of his rights to attend, speak
and vote in his place on a show of hands or on a poll provided that each
proxy is appointed to a different share or shares. Such proxy need not be a
member of the Company. In accordance with Article 90, any such appoint-
ment is valid only if the instrument of proxy is deposited with the Company’s
registrars not less than forty eight hours before the time for holding by
12:00 midday on 22nd June 2016 or any adjourned meeting. A proxy need
not also be a member of the Company. A form of proxy and return envelope
are enclosed; completion of an instrument of proxy will not prevent members
from attending and voting in person should they wish to do so.
2.
3.
Copies of Executive Directors’ service agreements, and copies of the terms
and conditions of appointment of Non-executive Directors are available for
inspection at the Company’s registered office during normal business hours
from the date of this notice until the close of the Annual General Meeting
(Saturday, Sundays and public holidays excepted) and will be available for
inspection at the place of the Annual General Meeting for at least 15 minutes
prior to and during the meeting.
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001,
the Company specifies that in order to have the right to attend and vote at the
meeting (and also for the purpose of calculating how many votes a person
entitled to attend and vote may cast), a person must be entered on the reg-
ister of members of the Company by no later than the close of business two
days before the date of the meeting. Changes to entries on the register of
members after this time shall be disregarded in determining the rights of any
person to attend or vote at the meeting.
Special business
Ordinary Resolution
5 THAT the Directors of the Company be hereby authorised
generally and unconditionally pursuant to and in accordance
with section 551 of the Companies Act 2006 to exercise all
the powers of the Company to allot shares or to grant rights
to subscribe for or convert any security into shares in the
Company up to an aggregate nominal amount of £759,889.11
until the conclusion of the next Annual General Meeting of the
Company or 30th June 2017, whichever is the earlier, but so
that this authority shall allow the Company to make offers or
agreements before the expiry of this authority which would, or
might, require shares to be allotted or rights to subscribe for or
to convert securities into shares to be granted after such expiry.
Special Resolution
6 THAT subject to, and upon Resolution 5 above, having
been passed and becoming effective, the Directors be
and are hereby authorised and empowered pursuant to
section 570 of the Companies Act 2006 (the “Act”) to allot
equity securities, as defined in section 560 of the Act, as if
section 561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer
by way of a rights issue, or any other pre-emptive offer, to
the holders of ordinary shares in proportion (as nearly as
may be) to their respective holdings of ordinary shares on
a record date fixed by the Directors and to the holders of
other equity securities as required by the rights of those
securities or as the Directors otherwise consider necessary
but subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates, legal
or practical problems in or under the law of any territory or
the requirements of any regulatory body or stock exchange;
and
Proteome Sciences plc Annual report and accounts 2015
62
form of ProxY
for use by holder of Ordinary Shares at the 22nd Annual General Meeting
of Proteome Sciences plc to be held on 24th June 2016 at 12:00 midday
I/WE (1)
of
being (a) member(s) of the above-named company hereby appoint the chairman of the meeting (2)
or
Annual General Meeting to be held on 24th June 2016 at 12:00 midday, at The Law Society, 113, Chancery Lane, London WC2A 1PL,
and at any adjournment thereof.
as my/our proxy and to vote for me/us and on my/our behalf at the Company’s
Dated this
Signature(s)
day of
2016
Please indicate with an X in the space below how you wish your votes to be cast. If no instructions are given as to how the proxy shall
vote, on any particular matter, the proxy will abstain or vote as he thinks fit.
resolution
for
against
Withheld
ordinary business
1. To receive the financial statements
2. To re-appoint Professor W Dawson as a Director
3. To re-appoint Dr I Pike as a Director
4. To re-appoint BDO LLP as auditors
Special business
5. To renew the Directors’ authority to allot shares
6. To renew the Directors’ authority to disapply pre-emption rights for the allotment of shares
(1) Fill in your name(s) and address(es) in block capitals.
(2) A member may appoint a proxy of his own choice and if any other proxy is preferred, strike out ‘the chairman of the meeting’
and add the name of the proxy or proxies desired and initial the alteration.
Notes:
(a) This form of proxy duly completed must, to be valid for use at the meeting, be deposited, together with the power of attorney or other authority (if any) under
which it is signed or a notarially certified copy thereof, with the Company’s registrars, not less than forty eight hours before the time for holding the meeting
or adjourned meeting. A proxy may only vote on a poll.
(b) A corporation may execute either under seal or under the hand of an officer or attorney so authorised.
(c) In the case of joint holders of shares, any one of such holders may vote but, if two or more joint holders are present in person or by proxy, the vote of the
senior will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority is determined by the order in which the names stand
in the register.
(d) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy, to exercise all or any of his rights to attend, speak and vote in
his place on a show of hands or on a poll provided that each proxy is appointed to a different share or shares. Such proxy need not be a member of the Company.
In accordance with Article 90, any such appointment is valid only if the instrument of proxy is deposited with the Company’s registrars not less than forty eight
hours before the time for holding the meeting or adjourned meeting. Appointment of a proxy will not preclude a member from attending and voting in person
at the meeting.
(e) To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are
authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one
of multiple instructions being given.
Proteome Sciences plc Annual report and accounts 2015
63
form of ProxY
for use by holder of Ordinary Shares at the 22nd Annual General Meeting
of Proteome Sciences plc to be held on 24th June 2016 at 12:00 midday
Proxy should be returned to our
registrars, capita asset Services at:
PXS
34 Beckenham Road
Beckenham
Kent BR3 4TU
Proteome Sciences plc Annual report and accounts 2015
64
#
Cautionary statement on
forward-looking statements
This document contains certain forward-looking
statements relating to the Group. The Group
considers any statements that are not historical
facts as “forward-looking statements”. They
relate to events and trends that are subject
to risk and uncertainty that may cause actual
results and the financial performance of the
Group to differ materially from those contained in
any forward-looking statement. These statements
are made by the Directors in good faith based
on information available to them and such
statements should be treated with caution due
to the inherent uncertainties, including both
economic and business risk factors, underlying
any such forward-looking information.
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Proteome Sciences plc
Coveham House
Downside Bridge Road
Cobham
Surrey KT11 3EP
United Kingdom
Email: info@proteomics.com
Tel: +44 (0)1932 865065
Fax: +44 (0)1932 868696
www.proteomics.com
Registered number: 02879724
Proteome Sciences plc
Coveham House
Downside Bridge Road
Cobham
Surrey KT11 3EP
United Kingdom
Email: info@proteomics.com
Tel: +44 (0)1932 865065
Fax: +44 (0)1932 868696
www.proteomics.com
Registered number: 02879724
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