08
Otoño
Annual Report and Financial Statements
For the Year Ended 30 June 2012
Company Registration No. 4225086
Contents
Contents
Contents
Officers and Professional Advisers
Officers and Professional Advisers
Chairman’s Statement
Chairman’s Statement
Chairman and Chief Executive Officer’s Statement
Chairman and Chief Executive Officer’s Statement
Officers and Professional Advisers
The Directors' Report
The Directors' Report
Chairman’s Statement
Independent Auditor’s Report to the members
Independent Auditor’s Report to the members
Chairman and Chief Executive Officer’s Statement
Income Statement
Income Statement
The Directors' Report
Statement of financial position
Statement of financial position
Independent Auditor’s Report to the members
Statement of changes in equity
Statement of changes in equity
Income Statement
Cash Flow Statement
Cash Flow Statement
Statement of financial position
Notes on the Financial Statements
Notes on the Financial Statements
Statement of changes in equity
Notice of Annual General Meeting
Notice of Annual General Meeting
Cash Flow Statement
Form of Proxy
Form of Proxy
Notes on the Financial Statements
Notice of Annual General Meeting
Form of Proxy
3
3
4
4
5
5
3
8
8
4
14
14
5
16
16
8
17
17
14
18
18
16
19
19
17
20
20
18
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19
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20
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Form of Proxy
Directors’ Report - continued
Liquidity risk
Form of Proxy
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
foreseeable needs and to invest cash assets safely and profitably.
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
Fair values
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
where indicated below (see notes below).
Fair values of financial instruments equate to the best value as disclosed in the financial information.
where indicated below (see notes below).
ORDINARY RESOLUTIONS
There are no material differences between the fair value of financial instruments and the amount at
Against Withheld
For
ORDINARY RESOLUTIONS
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
which they are stated in the financial statements.
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
Statement of Directors’ responsibilities
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
The directors are responsible for preparing the Annual Report and the financial statements in
their remuneration.
their remuneration.
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
accordance with applicable law and regulations.
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
SPECIAL RESOLUTIONS
UK company law requires the directors to prepare financial statements for the company in accordance
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
with International Financial Reporting Standards ("IFRS") as adopted by the EU. Company law requires
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
the directors to prepare such financial statements in accordance with IFRS, the Companies Act 2006 and
SPECIAL RESOLUTIONS
notice.
notice.
Article 4 of the IAS Regulation.
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
For
Against Withheld
The financial statements are required by law, and IFRS as adopted by the EU, to give a true and fair
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
view of the state of affairs of the company.
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
NOTES
In preparing the company financial statements, the directors are required to:
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
a. select suitable accounting policies and then apply them consistently;
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
NOTES
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
b. make judgements and estimates that are reasonable and prudent;
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
c. state whether they have been prepared in accordance with IFRS as adopted by the EU;
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
more than one proxy to exercise rights attached to any one share. 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
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
that the Company will continue in business.
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
The directors are responsible for keeping proper accounting records which disclose with reasonable
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
accuracy at any time the financial position of the company and to enable them to ensure that the
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
financial statements comply with the requirements of the Companies Act 2006.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
They are also responsible for safeguarding the assets of the company and hence for taking reasonable
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
steps for the prevention and detection of fraud and other irregularities.
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
respect of that share.
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
The directors are also responsible for the maintenance and integrity of the Physiomics Plc website.
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU not later than 48 hours before the time of the meeting.
relation to the submission of a proxy appointment via CREST.
4TU not later than 48 hours before the time of the meeting.
relation to the submission of a proxy appointment via CREST.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
precedence.
expressly stated.
precedence.
expressly stated.
2
2
2
36
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9
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
Chairman and Chief Executive Officer’s Statement
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
DIRECTORS
DIRECTORS
Introduction
The Magdalen Centre
Robert Robinson Avenue
Oxford Science Park
Officers and Professional Advisers
The Magdalen Centre
The Magdalen Centre
Robert Robinson Avenue
Robert Robinson Avenue
Oxford Science Park
Oxford Science Park
ORDINARY RESOLUTIONS
ORDINARY RESOLUTIONS
There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
SECRETARY
SECRETARY
SECRETARY
ended 30 June 2012.
ended 30 June 2012.
accumulated losses, and given the stage of the company’s development, the Directors are unable to
SECRETARY
R J Jones
R J Jones
R J Jones
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
DIRECTORS
DIRECTORS
DIRECTORS
Dr P B Harper
Dr P B Harper
Dr P B Harper
Dr M P Chadwick
Dr M P Chadwick
Dr M P Chadwick
Dr C D Chassagnole
Dr C D Chassagnole
Dr C D Chassagnole
Oxford
Oxford
Oxford
OX4 4GA
OX4 4GA
OX4 4GA
AUDITOR
AUDITOR
AUDITOR
NOTES
NOTES
The Company faces many risks on the way to building shareholder value. The process of winning major
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
contracts in a competitive environment is rarely simple and can be delayed for reasons outside the
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
Company’s control. This means the Company faces major uncertainties in its cash flow.
meeting in person, your proxy appointment will automatically be terminated.
meeting in person, your proxy appointment will automatically be terminated.
10 Orange Street
Shipleys LLP
Shipleys LLP
Shipleys LLP
Shipleys LLP
10 Orange Street
10 Orange Street
10 Orange Street
Haymarket
Haymarket
Haymarket
London
London
London
WC2H 7DQ
WC2H 7DQ
WC2H 7DQ
BANKER
BANKER
BANKER
Form of Proxy
Form of Proxy
Directors’ Report
Left Blank Intentionally
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
ended 30 June 2012.
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
The Directors submit their report and the audited financial statements of Physiomics Plc for the year
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
Principal Activities and Performance Review
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
DIRECTORS
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
The Company is principally engaged in providing services to pharmaceutical companies in the areas of
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
Dr P B Harper
where indicated below (see notes below).
where indicated below (see notes below).
outsourced systems and computational biology.
Dr M P Chadwick
Dr C D Chassagnole
For
For
Against Withheld
Against Withheld
2. To re-appoint Paul Harper as a Director.
2. To re-appoint Paul Harper as a Director.
recommend the payment of a dividend.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
R J Jones
Performance Indicators
their remuneration.
their remuneration.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
The Directors consider that the key performance indicators are those that communicate the financial
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
REGISTERED OFFICE
SPECIAL RESOLUTIONS
SPECIAL RESOLUTIONS
performance and strength of the company as a whole, these being revenue, profitability and
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
The Magdalen Centre
shareholders’ funds.
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
Robert Robinson Avenue
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
notice.
notice.
The turnover of the Company increased to £135,306 (2011: £53,345)
Oxford Science Park
• The operating loss was £577,922 (2011: £693,795)
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
• At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511)
………………………………………………………………………………………….
………………………………………………………………………………………….
Future Risks
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
Oxford
OX4 4GA
AUDITOR
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Addressing the Risks
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
until the anticipated income is achieved.
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
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
WC2H 7DQ
Haymarket
London
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
Interest rate risk
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
BANKER
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
The Company finances its operations by cash and short term deposits. The Company’s policy on interest
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
National Westminster Bank Plc
Woollen Hall
Woollen Hall
6. Any alteration to the form of proxy should be initialled.
6. Any alteration to the form of proxy should be initialled.
rate management is agreed at board level and is reviewed on an ongoing basis.
Woollen Hall
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
Castle Way
Castle Way
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
Other creditors, accruals and deferred income values do not bear interest.
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
Southampton
Southampton
SO14 2DE
SO14 2DE
SO14 2DE
Castle Way
Southampton
SO14 2DE
Interest rate profile
respect of that share.
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
The Company had no bank borrowings at the 30 June 2012.
SOLICITOR
4TU not later than 48 hours before the time of the meeting.
4TU not later than 48 hours before the time of the meeting.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
precedence.
precedence.
expressly stated.
expressly stated.
Taylor Vinters LLP
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
Kingdom.
Kingdom.
Kingdom.
Kingdom.
36
36
8
SOLICITOR
SOLICITOR
SOLICITOR
Merlin Place,
Merlin Place,
Taylor Vinters LLP
Taylor Vinters LLP
Taylor Vinters LLP
Merlin Place,
Milton Road,
Cambridge
Milton Road,
Milton Road,
Cambridge
Cambridge
CB4 0DP
CB4 0DP
CB4 0DP
National Westminster Bank Plc
National Westminster Bank Plc
National Westminster Bank Plc
Woollen Hall
Castle Way
Southampton
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
Officers and Professional Advisers
DIRECTORS
REGISTRAR
REGISTRAR
Roger Jones, FCCA
Roger Jones, FCCA
Company secretary
Company Secretary
Dr P B Harper
Dr M P Chadwick
Dr C D Chassagnole
Chairman
Chief Executive Officer
Chief Operating Officer
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
Officers and Professional Advisers
Officers and Professional Advisers
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
Officers and Professional Advisers
Officers and Professional Advisers
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
Dr Mark Chadwick, PhD, MBA
Mark Chadwick, PhD, MBA
since these usually take the form of pilot studies, the Directors believe that there are good
Chief Executive Officer
Chief Executive Officer
Chairman
prospects for increased business and revenue flow from such customers. In particular, such
Chairman
Chief Executive Officer
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
Chief Executive Officer
Chief Operating Officer
modality in drug discovery programmes. In addition, growing the customer base has increased
Chief Operating Officer
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
Dr P B Harper
Dr P B Harper
DIRECTORS
Dr M P Chadwick
DIRECTORS
Dr M P Chadwick
Chairman
Dr C D Chassagnole
Dr C D Chassagnole
Chief Executive Officer
Dr P B Harper
Dr P B Harper
Chief Operating Officer
Dr M P Chadwick
SECRETARY
Dr M P Chadwick
SECRETARY
Dr C D Chassagnole
Dr C D Chassagnole
R J Jones
R J Jones
SECRETARY
SECRETARY
DIRECTORS
REGISTERED OFFICE
Dr PB Harper, PhD
Paul Harper, PhD
REGISTERED OFFICE
DIRECTORS
R J Jones
DIRECTORS
Chairman
R J Jones
Chairman
Dr P B Harper
DIRECTORS
The Magdalen Centre
The Magdalen Centre
Dr P B Harper
Dr M P Chadwick
Dr P B Harper
REGISTERED OFFICE
Robert Robinson Avenue
REGISTERED OFFICE
Robert Robinson Avenue
Dr M P Chadwick
Dr C D Chassagnole
Dr P B Harper
Dr M P Chadwick
Oxford Science Park
Oxford Science Park
Dr C D Chassagnole
Dr M P Chadwick
The Magdalen Centre
Dr C D Chassagnole
Oxford
The Magdalen Centre
Officers and Professional Advisers
Oxford
SECRETARY
Dr C D Chassagnole
Robert Robinson Avenue
OX4 4GA
Robert Robinson Avenue
Officers and Professional Advisers
OX4 4GA
SECRETARY
Oxford Science Park
SECRETARY
Oxford Science Park
R J Jones
SECRETARY
Oxford
Oxford
R J Jones
DIRECTORS
OX4 4GA
R J Jones
AUDITOR
OX4 4GA
AUDITOR
REGISTERED OFFICE
DIRECTORS
REGISTRAR
REGISTRAR
REGISTRAR
R J Jones
REGISTERED OFFICE
REGISTRAR
Dr P B Harper
Chairman
REGISTERED OFFICE
Shipleys LLP
Capita Registrars
Shipleys LLP
Capita Registrars
Dr P B Harper
Chairman
The Magdalen Centre
Capita Registrars
Capita Registrars
Capita Registrars
Dr M P Chadwick
Chief Executive Officer
REGISTERED OFFICE
AUDITOR
REGISTRAR
10 Orange Street
The Registry
REGISTRAR
AUDITOR
10 Orange Street
The Registry
The Magdalen Centre
Dr M P Chadwick
Chief Executive Officer
Robert Robinson Avenue
The Registry
The Registry
The Registry
Capita Registrars
Dr C D Chassagnole
Chief Operating Officer
The Magdalen Centre
34 Beckenham Road
Haymarket
Haymarket
34 Beckenham Road
Dr Christophe Chassagnole, PhD
Christophe Chassagnole, PhD
Robert Robinson Avenue
Oxford Science Park
The Registry
Dr C D Chassagnole
Chief Operating Officer
34 Beckenham Road
34 Beckenham Road
34 Beckenham Road
The Magdalen Centre
Shipleys LLP
Capita Registrars
Robert Robinson Avenue
Beckenham
London
Capita Registrars
Shipleys LLP
London
Beckenham
Oxford Science Park
Oxford
34 Beckenham Road
Chief Operating Officer
Beckenham
Beckenham
Beckenham
SECRETARY
Robert Robinson Avenue
10 Orange Street
The Registry
Oxford Science Park
Chief Operating Officer
Kent
WC2H 7DQ
The Registry
10 Orange Street
WC2H 7DQ
Kent
Oxford
OX4 4GA
Beckenham
SECRETARY
Kent
Kent
Kent
Oxford Science Park
Haymarket
34 Beckenham Road
Oxford
BR3 2YU
34 Beckenham Road
Haymarket
BR3 2YU
OX4 4GA
BR3 2YU
BR3 2YU
BR3 2YU
Kent
R J Jones
Oxford
London
Beckenham
OX4 4GA
Beckenham
London
NOMINATED ADVISOR, BROKER REGISTRAR
REGISTERED OFFICE
BR3 2YU
R J Jones
OX4 4GA
WC2H 7DQ
Kent
NOMINATED ADVISOR, BROKER AND
BANKER
Kent
WC2H 7DQ
BANKER
NOMINATED ADVISOR, BROKER AND
Technology Development
AUDITOR
REGISTRAR
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
REGISTERED OFFICE
Capita Registrars
AND FINANCIAL ADVISER
BR3 2YU
R J Jones
FINANCIAL ADVISER
BR3 2YU
FINANCIAL ADVISER
REGISTRAR
AUDITOR
REGISTERED OFFICE
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
FINANCIAL ADVISER
FINANCIAL ADVISER
AUDITOR
WH Ireland Limited
The Registry
The Magdalen Centre
Capita Registrars
Shipleys LLP
FINANCIAL ADVISER
The Magdalen Centre
AUDITOR
NOMINATED ADVISOR, BROKER AND
BANKER
REGISTERED OFFICE
WH Ireland Limited
National Westminster Bank Plc
NOMINATED ADVISOR, BROKER AND
BANKER
WH Ireland Limited
National Westminster Bank Plc
Virtual Tumour product improvements
(i)
Capita Registrars
Shipleys LLP
10 Orange Street
The Registry
The Magdalen Centre
WH Ireland Limited
WH Ireland Limited
WH Ireland Limited
Robert Robinson Avenue
Shipleys LLP
FINANCIAL ADVISER
Robert Robinson Avenue 11 St James's Square
34BeckenhamRoad
11 St James's Square
Woollen Hall
FINANCIAL ADVISER
11 St James's Square
Woollen Hall
The Registry
10 Orange Street
34 Beckenham Road
Haymarket
WH Ireland Limited
Robert Robinson Avenue
11 St James's Square
11 St James's Square
11 St James's Square
Oxford Science Park
Shipleys LLP
10 Orange Street
The Magdalen Centre
Manchester
Castle Way
Manchester
Oxford Science Park
Beckenham
Manchester
Castle Way
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
34 Beckenham Road
Haymarket
Beckenham
London
Oxford Science Park
11 St James's Square
Manchester
Manchester
Manchester
Oxford
10 Orange Street
WH Ireland Limited
National Westminster Bank Plc
Haymarket
Robert Robinson Avenue
Southampton
M2 3WH
WH Ireland Limited
National Westminster Bank Plc
M2 3WH
Southampton
Oxford, OX44GA
Kent, BR3 2YU
M2 3WH
Beckenham
London
Kent
WC2H 7DQ
Oxford
Manchester
M2 3WH
M2 3WH
M2 3WH
OX4 4GA
Haymarket
11 St James's Square
Woollen Hall
London
Oxford Science Park
particular by reducing the data requirements to calibrate the model. The Company has begun
SO14 2DE
11 St James's Square
Woollen Hall
SO14 2DE
Kent
WC2H 7DQ
BR3 2YU
OX4 4GA
M2 3WH
London
Manchester
Castle Way
WC2H 7DQ
Oxford
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
Manchester
Castle Way
BR3 2YU
WC2H 7DQ
Southampton
M2 3WH
OX4 4GA
SOLICITOR
M2 3WH
Southampton
SOLICITOR
cultures to replace xenografts, so that Physiomics could start to make predictions even before
NOMINATED ADVISOR, BROKER AND
AUDITOR
SOLICITOR
BANKER
REGISTRAR
AUDITOR
SO14 2DE
SO14 2DE
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
REGISTRAR
AUDITOR
BANKER
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
Bircham Dyson Bell LLP
Shipleys LLP
National Westminster Bank Plc
Taylor Vinters LLP
Taylor Vinters LLP
FINANCIAL ADVISER
Capita Registrars
Shipleys LLP
BANKER
SOLICITOR
AUDITOR
Merlin Place,
looking to expand the collaboration to test multiple cell lines relevant to different types of
SOLICITOR
10 Orange Street
50 Broadway
Willow Court , Minns Business Park
Merlin Place,
National Westminster Bank Plc
WH Ireland Limited
Capita Registrars
Shipleys LLP
The Registry
10 Orange Street
Milton Road,
Milton Road,
cancer.
WH Ireland Limited
National Westminster Bank Plc
The Registry
10 Orange Street
Woollen Hall
11 St James's Square
34 Beckenham Road
Haymarket
Haymarket
Westminster
7 West Way
Taylor Vinters LLP
National Westminster Bank Plc
Shipleys LLP
Cambridge
Taylor Vinters LLP
Cambridge
11 St James's Square
Woollen Hall
34 Beckenham Road
Haymarket
Manchester
Castle Way
London
Beckenham
National Westminster Bank Plc
Merlin Place,
Woollen Hall
10 Orange Street
CB4 0DP
London
London
Oxford
Merlin Place,
CB4 0DP
Manchester
Castle Way
Beckenham
London
M2 3WH
Southampton
WC2H 7DQ
Kent
Woollen Hall
Milton Road,
Castle Way
Haymarket
Milton Road,
SW1H 0BLOX2 0JB
WC2H 7DQ
M2 3WH
Southampton
SO14 2DE
WC2H 7DQ
Kent
BR3 2YU
Castle Way
Cambridge
Southampton
London
(ii)
Cambridge
SO14 2DE
BR3 2YU
Southampton
CB4 0DP
SO14 2DE
WC2H 7DQ
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
CB4 0DP
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
SOLICITOR
NOMINATED ADVISOR, BROKER AND
BANKER
SO14 2DE
Kingdom.
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
Physiomics Plc is a limited liability company incorporated in England & Wales and
Kingdom.
SOLICITOR
NOMINATED ADVISOR, BROKER AND
BANKER
FINANCIAL ADVISER
SOLICITOR
develop and calibrate the model using literature data, will allow us to evaluate the predictive
domiciled in UnitedKingdom.
Taylor Vinters LLP
FINANCIAL ADVISER
SOLICITOR
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
BANKER
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Taylor Vinters LLP
Merlin Place,
National Westminster Bank Plc
WH Ireland Limited
power of the model against known outcomes. The second phase involves using client data to
Kingdom.
Taylor Vinters LLP
Kingdom.
Merlin Place,
WH Ireland Limited
National Westminster Bank Plc
Milton Road,
11 St James's Square
Woollen Hall
Taylor Vinters LLP
Merlin Place,
Milton Road,
Cambridge
11 St James's Square
Woollen Hall
Manchester
Castle Way
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
Manchester
Castle Way
M2 3WH
Southampton
Milton Road,
Cambridge
3
CB4 0DP
M2 3WH
Southampton
SO14 2DE
Cambridge
CB4 0DP
3
3
SO14 2DE
CB4 0DP
SOLICITOR
SOLICITOR
Taylor Vinters LLP
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
Kingdom.
National Westminster Bank Plc
Woollen Hall
Castle Way
Southampton
SO14 2DE
Virtual Tumour Clinical
BANKER
BANKER
SECRETARY
3
5
3
3
3
3
3
REGISTRAR
REGISTRAR
Capita Registrars
Capita Registrars
The Registry
The Registry
34 Beckenham Road
34 Beckenham Road
Beckenham
Beckenham
Kent
Kent
BR3 2YU
BR3 2YU
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
FINANCIAL ADVISER
WH Ireland Limited
WH Ireland Limited
11 St James's Square
11 St James's Square
Manchester
Manchester
M2 3WH
M2 3WH
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
Taylor Vinters LLP
Merlin Place,
Kingdom.
Merlin Place,
Milton Road,
Milton Road,
Cambridge
Cambridge
CB4 0DP
CB4 0DP
Kingdom.
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
3
3
3
3
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
SOLICITOR
Taylor Vinters LLP
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
Kingdom.
3
3
Chairman
Chief Executive Officer
Chief Operating Officer
REGISTRAR
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 2YU
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
WH Ireland Limited
11 St James's Square
Manchester
M2 3WH
3
Chairman’s Statement
Summary of Results in the year ended 30 June 2012
•
•
•
•
Fundraising in April 2012 generated cash of £555,000 before issue expenses.
where indicated below (see notes below).
receive.
The turnover of the Company more than doubled to £135,306 (2011: £53,345).
The operating loss reduced to £577,922 (2011: £693,795).
On 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511).
With a now fully validated Virtual Tumour technology, Physiomics has concentrated its efforts
on product extension, new product development and increasing the customer base.
In summary we have
Signed up our second top tier global pharma customer.
Signed up our third major pharma company, a top-five pharma company.
Initiated our development of Virtual Tumour Clinical to enable optimisation of drug
regimens in humans.
Commenced using client project data to develop Virtual Tumour Clinical.
Developed a new database product which allows users to rapidly search through pre-
clinical and clinical dosing regimens. This product is expected to be launched in 2013.
Developed a new model to predict drug cardiac toxicity based on laboratory data.
Identified a number of potential partners with the potential to join forces to increase the
scope of the company’s offerings.
Dr Paul Harper, Non-Executive Chairman
Chairman and Chief Executive Officer’s Statement - continued
Left Blank Intentionally
Form of Proxy
Form of Proxy
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
While approaches to smaller biotechnology companies have not translated into revenue in the
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
period, they continue to be another important target in particular in the US. Nevertheless,
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
the company has signed a revenue sharing deal with ValiRx. This model provides the promise
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
of significant downstream revenues to augment the short-term service fees we typically
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
ORDINARY RESOLUTIONS
The Company is also seeking to expand its reach in the US and signed up a new business
For
Against Withheld
ORDINARY RESOLUTIONS
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
development consultant, David Jobes, who is based on the East Coast.
ended 30 June 2012.
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
For
Against Withheld
2. To re-appoint Paul Harper as a Director.
their remuneration.
Outlook
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
where indicated below (see notes below).
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
SPECIAL RESOLUTIONS
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
The directors believe the pharmaceutical market place remains in some disarray, with several
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
high-profile downsizing announcements coupled with regular strategy reviews which impact
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
on development priorities. The financial status of our nearest market, the EU, especially over
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
the past year, is a factor that all fee-for-service providers must work with. We believe that our
notice.
notice.
menu driven approach to providing focused services has been a contributory factor to our
ability to add two new global pharma customers to our portfolio. The Company has also
Signature(s)……………………………………………………………………………………………………………………………………………………
successfully raised further equity funds and is expecting to be in a strong position to
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
contemplate corporate deal-making as well as progressing with development of its flagship
NOTES
product, Virtual Tumour Clinical.
NOTES
their remuneration.
SPECIAL RESOLUTIONS
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
Signature(s)……………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
The Company is currently looking at opportunities to further strengthen its financial position
meeting in person, your proxy appointment will automatically be terminated.
both to enable it to undertake corporate deals and for future working capital, if necessary. One
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
such option under consideration is a Standby Equity Distribution Agreement (SEDA) and a
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
further announcement will be made in due course if the Company enters into such an
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
arrangement.
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
In the short term, the most likely source of significant revenue growth is an extension of 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 is one of multiple instructions being given.
relationships with the existing customers and continuing to sign up new clients particularly
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
large pharmaceutical companies. In the longer term, the Company is planning to develop a
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
potentially game-changing technology in Virtual Tumour Clinical. The Directors believe that
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
there is currently no adequate technology in the market that can optimise drug combination
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
dosing and scheduling for clinical trials, and certainly not for individual patients. This
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
represents an unmet need which Physiomics is uniquely positioned to exploit by developing its
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
more than one proxy to exercise rights attached to any one share. 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 is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
respect of that share.
existing technology.
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
4TU not later than 48 hours before the time of the meeting.
relation to the submission of a proxy appointment via CREST.
Dr Paul Harper, Non-Executive Chairman
precedence.
expressly stated.
Dr Mark Chadwick, Chief Executive Officer
4TU not later than 48 hours before the time of the meeting.
relation to the submission of a proxy appointment via CREST.
precedence.
expressly stated.
4
36
36
7
Form of Proxy
Form of Proxy
Left Blank Intentionally
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
For
For
Against Withheld
Against Withheld
where indicated below (see notes below).
where indicated below (see notes below).
ORDINARY RESOLUTIONS
ORDINARY RESOLUTIONS
ended 30 June 2012.
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
2. To re-appoint Paul Harper as a Director.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
their remuneration.
their remuneration.
SPECIAL RESOLUTIONS
SPECIAL RESOLUTIONS
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………….
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
more than one proxy to exercise rights attached to any one share. 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
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 is one of multiple instructions being given.
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
6. Any alteration to the form of proxy should be initialled.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
respect of that share.
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU not later than 48 hours before the time of the meeting.
4TU not later than 48 hours before the time of the meeting.
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
precedence.
precedence.
expressly stated.
expressly stated.
notice.
notice.
NOTES
NOTES
36
36
Chairman and Chief Executive Officer’s Statement
Chairman and Chief Executive Officer’s Statement
Introduction
Introduction
The vision and strategy for Physiomics remains unchanged, and the Company has made good
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
since these usually take the form of pilot studies, the Directors believe that there are good
prospects for increased business and revenue flow from such customers. In particular, such
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
combination dosing strategies and clinical outcomes.
Technology Development
Technology Development
(i)
(i)
Virtual Tumour product improvements
Virtual Tumour product improvements
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
cancer.
(ii)
(ii)
Virtual Tumour Clinical
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
power of the model against known outcomes. The second phase involves using client data to
5
5
Chairman and Chief Executive Officer’s Statement - continued
calibrate and test the model. The third phase will be to use the calibrated model to guide
clinical decision-making on drug/drug combination dosing and scheduling.
(iii)
Drug combinations and regimens database
The database should be of interest to drug researchers and clinicians alike. It collates multiple
sources of data, both literature and proprietary, into an easily searchable web-based format.
The beta version of the database is completed and is now undergoing quality improvement,
data checking and testing internally. It expected to be released commercially in the 2013. The
database will be accessed by annual subscription.
(iv)
Cardiac toxicity prediction service
A new modelling platform has been implemented in-house to predict which drug candidates
are likely to exhibit toxic effects on the heart using only laboratory-based calibration data. This
is a particular problem in the industry, with several high profile failures in the past due to
cardiac toxicity. This technology has already been implemented and adopted by some large
pharmaceutical companies. Our new service will make the technology accessible to a broader
number of companies who lack expertise and resources for in-house implementation. In the
first phase, Physiomics has already implemented the modelling platform and started to
develop new functionalities in collaboration with our new Scientific Advisory Board member,
Dr Jonathan Swinton. The Company is now seeking collaborators who have data sets that can
be used to test and improve the platform. This new service should start commercially in 2013.
Business Development Strategy
The continuing strategy of the Company to target large pharmaceutical companies is starting
to bear fruit, as evidenced by the recent announcements. Our experience is that, once a pilot
study has been completed, such companies look to apply the technology to other projects. To
date, the pilot studies have led to successful validation by each of the companies concerned.
There is then an opportunity for Virtual Tumour to become part of the standard protocol used
by the company to evaluate the performance of their lead molecules. The pharmaceutical
company could then benefit from improved timelines and reduced cost relative to traditional
methods. The ultimate business goal is therefore to get a number of large pharma companies
to sign up for annual contracts covering a number of projects and then to extend this to the
use of Virtual Tumour Clinical to aid clinical trial design. Alternatively, granting non-exclusive
licenses to the technology has been discussed with some potential customers, although this is
not a short-term prospect.
The Company completed its first workshop at a conference which was highly successful. This
format included case study presentations and interactive discussions and will be repeated at
future relevant events.
9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-
9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-
Chairman and Chief Executive Officer’s Statement
off time for receipt of proxy appointments (see below) also apply in relation to amended instructions; any amended proxy
off time for receipt of proxy appointments (see below) also apply in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be disregarded.
appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-
copy proxy form, please contact the Company at its registered office.
copy proxy form, please contact the Company at its registered office.
Introduction
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of
The vision and strategy for Physiomics remains unchanged, and the Company has made good
proxies will take precedence.
proxies will take precedence.
10. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating
10. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating
progress towards its declared goals in the period. Signing up two new major pharmaceutical
your intention to revoke your proxy appointment to the Company’s registered office. In the case of a member which is a company,
your intention to revoke your proxy appointment to the Company’s registered office. In the case of a member which is a company,
companies to utilise Virtual Tumour represents an important landmark in establishing the
the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney
the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney
Company's technology platform in the drug discovery process in oncology. In addition to
for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy
for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy
of such power or authority) must be included with the revocation notice.
of such power or authority) must be included with the revocation notice.
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
The revocation notice must be received by the Company no later than 13 December 2012 at 11.00am.
The revocation notice must be received by the Company no later than 13 December 2012 at 11.00am.
that our strategy is working. While the initial revenues for first projects are always modest,
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the
since these usually take the form of pilot studies, the Directors believe that there are good
paragraph directly below, your proxy appointment will remain valid.
paragraph directly below, your proxy appointment will remain valid.
prospects for increased business and revenue flow from such customers. In particular, such
If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
11. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for
11. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for
modality in drug discovery programmes. In addition, growing the customer base has increased
the Meeting and any adjournment of it by using the procedures described in the CREST Manual. In order for a proxy appointment
the Meeting and any adjournment of it by using the procedures described in the CREST Manual. In order for a proxy appointment
our awareness of the potential for new decision and forecasting tools, leading us to develop
made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in
made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as
accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as
described in the CREST Manual. The message must be transmitted so as to be received by Capita (ID RA10) not later than 48 hours
described in the CREST Manual. The message must be transmitted so as to be received by Capita (ID RA10) not later than 48 hours
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
before the time fixed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the
before the time fixed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the
this capability has been requested by most of our current and potential customers. The
timestamp applied to the message by the CREST Applications Host) from which Capita is able to retrieve the message by enquiry to
timestamp applied to the message by the CREST Applications Host) from which Capita is able to retrieve the message by enquiry to
CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee
CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee
Company has also developed two new products, namely its drug combinations and regimens
through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular
through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular
database and cardiac toxicity prediction model. These are designed to augment our credentials
messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the
messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the
as a business committed to providing predictive tools to the pharma and healthcare Industry.
responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by
responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the
means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the
Such tools are used by professionals to improve the outcomes of drug design, development,
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
combination dosing strategies and clinical outcomes.
12. In order to be valid, any form of proxy, power of attorney or other authority under which it is signed, or a notarially certified
12. In order to be valid, any form of proxy, power of attorney or other authority under which it is signed, or a notarially certified
or office copy of such power or authority, must reach the Company’s Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham
or office copy of such power or authority, must reach the Company’s Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham
Technology Development
Road, Beckenham, Kent BR3 4TU not later than 48 hours before the time of the meeting.
Road, Beckenham, Kent BR3 4TU not later than 48 hours before the time of the meeting.
13. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its
13. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its
(i)
Virtual Tumour product improvements
powers as a member provided that no more than one corporate representative exercises powers over the same share.
powers as a member provided that no more than one corporate representative exercises powers over the same share.
14. You may not use any electronic address provided either in this notice of annual general meeting, or any related documents
14. You may not use any electronic address provided either in this notice of annual general meeting, or any related documents
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
(including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly
(including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly
particular by reducing the data requirements to calibrate the model. The Company has begun
stated.
stated.
15. On 14 November 2012, the Company's issued share capital comprised 1,498,550,074 ordinary shares of 0.04p each. Each
15. On 14 November 2012, the Company's issued share capital comprised 1,498,550,074 ordinary shares of 0.04p each. Each
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
ordinary share carries the right to vote at the AGM and, therefore, the total number of voting rights in the Company on 14
ordinary share carries the right to vote at the AGM and, therefore, the total number of voting rights in the Company on 14
cultures to replace xenografts, so that Physiomics could start to make predictions even before
November 2012 is 1,498,550,074 ordinary shares.
November 2012 is 1,498,550,074 ordinary shares.
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
16. The Directors' letters of appointment and service contracts will be available for inspection at Tower 42, 33rd Floor, 25 Old
16. The Directors' letters of appointment and service contracts will be available for inspection at Tower 42, 33rd Floor, 25 Old
looking to expand the collaboration to test multiple cell lines relevant to different types of
Broad Street, London, EC2N 1HQ from 14 November 2012 until the time of the Meeting.
Broad Street, London, EC2N 1HQ from 14 November 2012 until the time of the Meeting.
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
6
5
35
35
equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred
equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred
by this resolution has expired.
by this resolution has expired.
Chairman and Chief Executive Officer’s Statement
Chairman and Chief Executive Officer’s Statement - continued
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot
equity securities as if either section 89(1) of the 1985 Act or section 561(1) of the 2006 Act did not
equity securities as if either section 89(1) of the 1985 Act or section 561(1) of the 2006 Act did not
apply but without prejudice to any allotment of equity securities already made or agreed to be made
apply but without prejudice to any allotment of equity securities already made or agreed to be made
pursuant to such authorities.
pursuant to such authorities.
Special resolution – notice period for general meetings
Special resolution – notice period for general meetings
6. That a general meeting of the Company, other than an annual general meeting, may be called on 14
6. That a general meeting of the Company, other than an annual general meeting, may be called on 14
clear days’ notice provided this authority expires at the conclusion of the next annual general
clear days’ notice provided this authority expires at the conclusion of the next annual general
meeting of the Company after the date of passing of this resolution.
meeting of the Company after the date of passing of this resolution.
By order of the Board
By order of the Board
Roger Jones
Roger Jones
Company Secretary
Company Secretary
14 November 2012
14 November 2012
NOTES
NOTES
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members
registered on the Company's register of members at:
registered on the Company's register of members at:
6.00pm on 13 December 2012; or,
6.00pm on 13 December 2012; or,
•
•
•
•
shall be entitled to attend and vote at the Meeting.
shall be entitled to attend and vote at the Meeting.
if this Meeting is adjourned, at 6.00pm on the day two business days prior to the adjourned meeting,
if this Meeting is adjourned, at 6.00pm on the day two business days prior to the adjourned meeting,
2.
2.
If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or
If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or
any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting.
any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting.
You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
3. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in note 11) will not
3. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in note 11) will not
prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to
4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to
appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy
appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy
form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the
form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the
Chairman) and give your instructions directly to them.
Chairman) and give your instructions directly to them.
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact
the Company.
the Company.
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will
the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will
vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint
7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint
a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company's Registrars, Capita
a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company's Registrars, Capita
Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and received no later than 11.00am on 13 December
Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and received no later than 11.00am on 13 December
In the case of a member who is a company, the proxy must be executed under its common seal or signed on its behalf by an officer
In the case of a member who is a company, the proxy must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company.
of the company or an attorney for the company.
8.
8.
In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at
In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at
the meeting personally or by proxy, that one present whose name stands first on the register of members in respect of that share is
the meeting personally or by proxy, that one present whose name stands first on the register of members in respect of that share is
alone entitled to vote in respect of that share.
alone entitled to vote in respect of that share.
2012.
2012.
34
34
Introduction
While approaches to smaller biotechnology companies have not translated into revenue in the
period, they continue to be another important target in particular in the US. Nevertheless,
The vision and strategy for Physiomics remains unchanged, and the Company has made good
the company has signed a revenue sharing deal with ValiRx. This model provides the promise
of significant downstream revenues to augment the short-term service fees we typically
progress towards its declared goals in the period. Signing up two new major pharmaceutical
receive.
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
The Company is also seeking to expand its reach in the US and signed up a new business
development consultant, David Jobes, who is based on the East Coast.
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
Outlook
prospects for increased business and revenue flow from such customers. In particular, such
The directors believe the pharmaceutical market place remains in some disarray, with several
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
high-profile downsizing announcements coupled with regular strategy reviews which impact
modality in drug discovery programmes. In addition, growing the customer base has increased
on development priorities. The financial status of our nearest market, the EU, especially over
our awareness of the potential for new decision and forecasting tools, leading us to develop
the past year, is a factor that all fee-for-service providers must work with. We believe that our
menu driven approach to providing focused services has been a contributory factor to our
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
ability to add two new global pharma customers to our portfolio. The Company has also
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
successfully raised further equity funds and is expecting to be in a strong position to
this capability has been requested by most of our current and potential customers. The
contemplate corporate deal-making as well as progressing with development of its flagship
Company has also developed two new products, namely its drug combinations and regimens
product, Virtual Tumour Clinical.
database and cardiac toxicity prediction model. These are designed to augment our credentials
The Company is currently looking at opportunities to further strengthen its financial position
as a business committed to providing predictive tools to the pharma and healthcare Industry.
both to enable it to undertake corporate deals and for future working capital, if necessary. One
Such tools are used by professionals to improve the outcomes of drug design, development,
such option under consideration is a Standby Equity Distribution Agreement (SEDA) and a
combination dosing strategies and clinical outcomes.
further announcement will be made in due course if the Company enters into such an
arrangement.
Technology Development
In the short term, the most likely source of significant revenue growth is an extension of the
relationships with the existing customers and continuing to sign up new clients particularly
large pharmaceutical companies. In the longer term, the Company is planning to develop a
(i)
potentially game-changing technology in Virtual Tumour Clinical. The Directors believe that
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
there is currently no adequate technology in the market that can optimise drug combination
dosing and scheduling for clinical trials, and certainly not for individual patients. This
particular by reducing the data requirements to calibrate the model. The Company has begun
represents an unmet need which Physiomics is uniquely positioned to exploit by developing its
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
existing technology.
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
Dr Paul Harper, Non-Executive Chairman
cancer.
Virtual Tumour product improvements
Dr Mark Chadwick, Chief Executive Officer
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
5
7
Directors’ Report
Chairman and Chief Executive Officer’s Statement
Notice of Annual General Meeting
The Directors submit their report and the audited financial statements of Physiomics Plc for the year
ended 30 June 2012.
Notice is hereby given that the annual general meeting (AGM) of Physiomics Plc (the Company) will be held on 17
December 2012 at 11.00am at the offices of Taylor Vinters LLP, Tower 42, 33rd Floor, 25 Old Broad Street, London,
Introduction
Principal Activities and Performance Review
The Company is principally engaged in providing services to pharmaceutical companies in the areas of
outsourced systems and computational biology.
There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of
accumulated losses, and given the stage of the company’s development, the Directors are unable to
recommend the payment of a dividend.
Performance Indicators
The Directors consider that the key performance indicators are those that communicate the financial
performance and strength of the company as a whole, these being revenue, profitability and
shareholders’ funds.
The turnover of the Company increased to £135,306 (2011: £53,345)
• The operating loss was £577,922 (2011: £693,795)
• At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511)
Future Risks
The Company faces many risks on the way to building shareholder value. The process of winning major
contracts in a competitive environment is rarely simple and can be delayed for reasons outside the
Company’s control. This means the Company faces major uncertainties in its cash flow.
Addressing the Risks
The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding
to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen
until the anticipated income is achieved.
Interest rate risk
The Company finances its operations by cash and short term deposits. The Company’s policy on interest
rate management is agreed at board level and is reviewed on an ongoing basis.
Other creditors, accruals and deferred income values do not bear interest.
Interest rate profile
The Company had no bank borrowings at the 30 June 2012.
EC2N 1HQ for the following purposes
The vision and strategy for Physiomics remains unchanged, and the Company has made good
ORDINARY BUSINESS
progress towards its declared goals in the period. Signing up two new major pharmaceutical
To consider and, if thought fit, pass the following ordinary resolutions:
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
1. To receive and adopt the Directors’ and Auditor’s Report and the Company’s Financial Statements
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
for the year ended 30 June 2012.
that our strategy is working. While the initial revenues for first projects are always modest,
2. To re-appoint Paul Harper as a Director of the Company.
since these usually take the form of pilot studies, the Directors believe that there are good
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the
prospects for increased business and revenue flow from such customers. In particular, such
conclusion of the next general meeting at which annual accounts of the Company are laid and to
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
modality in drug discovery programmes. In addition, growing the customer base has increased
To consider and, if thought fit, pass the resolutions set out in paragraphs 4 to 6 (inclusive):
our awareness of the potential for new decision and forecasting tools, leading us to develop
Ordinary resolution – power to allot securities
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
4. That the Directors be and they are generally and unconditionally authorised pursuant to section 551
of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot shares
this capability has been requested by most of our current and potential customers. The
in the Company, or to grant rights to subscribe for or to convert any security into shares in the
Company has also developed two new products, namely its drug combinations and regimens
Company (relevant securities), up to an aggregate nominal amount of £150,000 provided that this
database and cardiac toxicity prediction model. These are designed to augment our credentials
authority is for a period expiring at the next annual general meeting of the Company but the
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Company may before such expiry make offers or agreements which would or might require relevant
securities to be allotted after such expiry and the Directors may allot relevant securities in
Such tools are used by professionals to improve the outcomes of drug design, development,
pursuance of such offer or agreement notwithstanding that the authority conferred by this
combination dosing strategies and clinical outcomes.
resolution has expired. This authority is in substitution for all previous authorities conferred on the
Directors in accordance with section 551 of the 2006 Act, but without prejudice to the allotment of
Technology Development
any shares already made or to be made pursuant to such authorities.
Special resolution – disapplication of pre-emption rights
Virtual Tumour product improvements
(i)
5. That subject to the passing of resolution 4 in the Notice the Directors be given the general power to
allot equity securities (as defined by section 560 of the Companies Act 2006 (the 2006 Act)) for
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
cash pursuant to the authority conferred by resolution 4 in the Notice as if section 561(1) of the
particular by reducing the data requirements to calibrate the model. The Company has begun
2006 Act did not apply to any such allotment, provided that this power shall be limited to the
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
allotment of equity securities:
cultures to replace xenografts, so that Physiomics could start to make predictions even before
in connection with an offer of such securities by way of rights or other pro-rata offer to
(a)
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
holders of ordinary shares in proportion (as nearly as may be practicable) to their respective
holdings of such shares, but subject to such exclusions or other arrangements as the Directors
looking to expand the collaboration to test multiple cell lines relevant to different types of
may deem necessary or expedient in relation to fractional entitlements, record dates or any
legal or practical problems under the laws of any territory, or the requirements of any
cancer.
regulatory body or stock exchange; and
(b)
(ii)
Virtual Tumour Clinical
£150,000;
otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
and shall expire on the conclusion of the next annual general meeting of the Company after the passing
develop and calibrate the model using literature data, will allow us to evaluate the predictive
of this resolution, save that the Company may before such expiry, make offers or agreements which
would or might require equity securities to be allotted after such expiry and the Directors may allot
power of the model against known outcomes. The second phase involves using client data to
8
5
33
Notes to the Financial Statements - continued
19 FINANCIAL INSTRUMENTS
The Company’s financial instruments comprise cash and short term deposits. The Company has various
other financial instruments, such as trade debtors and creditors that arise directly from its operations,
which have been excluded from the disclosures other than the currency disclosures.
The main risks arising from the Company’s financial instruments are interest rate risk, liquidity risk and
foreign currency risk. The policies for managing these are regularly reviewed and agreed by the board.
It is and has been throughout the year under review, the Company’s policy that no trading in financial
instruments shall be undertaken.
Interest rate risk
The Company finances its operations by cash and short term deposits. The Company’s policy on interest
rate management is agreed at board level and is reviewed on an ongoing basis.
Other creditors, accruals and deferred income values do not bear interest.
The Company had no bank borrowings at the 30 June 2012.
Interest rate profile
Liquidity risk
Fair values
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.
Fair values of financial instruments equate to the best value as disclosed in the financial information.
There are no material differences between the fair value of financial instruments and the amount at
which they are stated in the financial statements.
20 RELATED PARTY TRANSACTIONS
Remuneration of key management personnel
on page 10.
21 ULTIMATE CONTROLLING PARTY
The remuneration of the directors, who are the key management personnel of the Company, is set out
The Company does not currently have an ultimate controlling party and did not have one in this reporting
year or the preceding reporting year.
Chairman and Chief Executive Officer’s Statement
Directors’ Report - continued
Liquidity risk
Introduction
Fair values
Statement of Directors’ responsibilities
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Fair values of financial instruments equate to the best value as disclosed in the financial information.
There are no material differences between the fair value of financial instruments and the amount at
Company's technology platform in the drug discovery process in oncology. In addition to
which they are stated in the financial statements.
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
The directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable law and regulations.
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
UK company law requires the directors to prepare financial statements for the company in accordance
modality in drug discovery programmes. In addition, growing the customer base has increased
with International Financial Reporting Standards ("IFRS") as adopted by the EU. Company law requires
the directors to prepare such financial statements in accordance with IFRS, the Companies Act 2006 and
our awareness of the potential for new decision and forecasting tools, leading us to develop
Article 4 of the IAS Regulation.
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
The financial statements are required by law, and IFRS as adopted by the EU, to give a true and fair
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
view of the state of affairs of the company.
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
c. state whether they have been prepared in accordance with IFRS as adopted by the EU;
In preparing the company financial statements, the directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and estimates that are reasonable and prudent;
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume
Technology Development
that the Company will continue in business.
(i)
Virtual Tumour product improvements
The directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the company and to enable them to ensure that the
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
financial statements comply with the requirements of the Companies Act 2006.
particular by reducing the data requirements to calibrate the model. The Company has begun
They are also responsible for safeguarding the assets of the company and hence for taking reasonable
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
steps for the prevention and detection of fraud and other irregularities.
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
The directors are also responsible for the maintenance and integrity of the Physiomics Plc website.
32
5
9
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
Directors’ Report - continued
Substantial shareholdings
The Company has been informed that on 30 June 2012 the following shareholders held substantial
holdings in the issued ordinary shares of the Company.
TD Direct Investing Nominees (Europe) Limited
Barclayshare Nominees Limited
HSDL Nominees Limited
XCAP Nominees Limited
LR Nominees Limited
HSBC Client Holdings Nominee (UK) Limited
James Capel (Nominees) Limited
Hargreaves Lansdown (Nominees) Limited
Dr Paul Harper
Investor Nominees Limited
Number of
Ordinary shares
Holding
%
261,269,879
17.4%
229,537,807
15.3%
179,966,502
12.0%
112,293,428
95,266,733
78,251,702
70,705,050
63,799,652
52,570,787
46,696,065
7.5%
6.4%
5.2%
4.7%
4.3%
3.5%
3.1%
No other person has reported an interest of more than 3% in the ordinary shares.
On 30 June 2012 Dr Mark Chadwick held 3,970,151 ordinary shares and Dr Christophe Chassagnole held
15,189,740 ordinary shares. The holding percentages were 0.26% and 1.01% respectively.
Directors’ remuneration
Details of Directors’ remuneration in the year ended 30 June 2012 is set out below:
Emoluments
£
Benefits
£
Pension
contributions
£
Total
£
Dr P B Harper
Dr C D Chassagnole
35,000
58,941
Dr M P Chadwick
105,144
-
-
-
-
35,000
3,030
61,971
-
105,144
___________
______
___________
199,085
==========
-
======
3,030
==========
______
202,115
======
Total
10
Chairman and Chief Executive Officer’s Statement
Notes to the Financial Statements - continued
18 SHARE BASED PAYMENT TRANSACTIONS
Introduction
The Company operates a share option scheme under the Enterprise Management Initiative Scheme
The vision and strategy for Physiomics remains unchanged, and the Company has made good
(“EMI”). The following share options have been granted over ordinary shares of 0.04p each and remain
progress towards its declared goals in the period. Signing up two new major pharmaceutical
exercisable under the scheme:
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
Exercise price Expiry date
Cancelled
Exercised
Awarded
Granted
Granted
at 30 June 2011
in year
at 30 June 2012
p
Christophe Chassagnole
7,499,453
that our strategy is working. While the initial revenues for first projects are always modest,
0.383
06-Sep-17
7,499,453
Christophe Chassagnole
since these usually take the form of pilot studies, the Directors believe that there are good
5,624,590
5,624,590
18-Dec-18
0.15
Christophe Chassagnole
11,856,584
Christophe Chassagnole
3,233,125
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
24,980,625
-4,996,125
0.40
0.34
28-Feb-20
08-Nov-21
0.27
05-Dec-20
0.34
08-Nov-21
Mark Chadwick
Mark Chadwick
3,233,127
Mark Chadwick
our awareness of the potential for new decision and forecasting tools, leading us to develop
4,996,125
4,996,125
18-Dec-21
0.293
Other staff
Other staff
Other staff
Other staff
Total
3,490,000
3,448,824
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
10,547,616
10,547,616
28-Feb-20
0.40
Company has also developed two new products, namely its drug combinations and regimens
67,447,692
22,189,691
-
-4,996,125
84,641,258
database and cardiac toxicity prediction model. These are designed to augment our credentials
10,727,314
0.383
0.15
06-Sep-17
18-Dec-18
0.34
08-Nov-21
11,856,584
3,233,125
19,984,500
3,233,127
3,490,000
3,448,824
10,727,314
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Certain performance conditions for EMI share options are unmet at the date of these statements. All
Such tools are used by professionals to improve the outcomes of drug design, development,
other options are vested in full.
combination dosing strategies and clinical outcomes.
The Company also operates an unapproved share option scheme. The following share options have been
granted over ordinary shares of 0.04p each and remain exercisable under the scheme:
Technology Development
(i)
Virtual Tumour product improvements
Granted
Awarded
Exercised
Cancelled
at 30 June 2011
in year
Granted
at 30 June 2012
Exercise price Expiry date
p
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
1,293,250
cultures to replace xenografts, so that Physiomics could start to make predictions even before
11,285,501
1,293,250
9,992,251
-
-
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
0.15
0.40
0.34
18-Dec-18
28-Feb-20
08-Nov-21
2,327,710
7,664,541
1,293,250
2,327,710
7,664,541
Paul Harper
Paul Harper
Paul Harper
Total
All performance conditions for unapproved options have been met and are vested in full.
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
The fair value of share options awarded during the year was determined using the Black-Scholes pricing
model. In addition to the information disclosed above, the assumptions employed in the pricing model
were as follows – expected volatility: 20%, expected dividends: nil, risk-free interest rate: 3.75% per
annum. Were performance conditions are unmet a probability of success factor has been applied to
(ii)
Virtual Tumour Clinical
such awards.
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
5
31
Notes to the Financial Statements - continued
Chairman and Chief Executive Officer’s Statement
Directors’ Report - continued
Payment policy
The share premium account consists of proceeds from the issue of shares in excess of their par value
(which is included in the share capital account).
The share-based compensation reserve represents the credit arising on the charge for share options
calculated in accordance with IFRS 2.
Share premium
account
Share-based
compensation
reserve
£
£
2,795,735
49,877
2,845,612
Total
£
577,594
(37,500)
407,000
(45,660)
-
-
-
-
577,594
(37,500)
-
-
407,000
(45,660)
----------------------
----------------------
----------------------
3,335,829
71,271
3,407,100
21,394
21,394
9,296
9,296
----------------------
----------------------
----------------------
3,697,169
80,567
====================
===================
3,777,736
====================
£
(2,458,477)
(644,532)
----------------------
(3,103,009)
(539,577)
----------------------
(3,642,586)
====================
15 CAPITAL RESERVES
Balance at 1 July 2010
Issue of share capital
Share issue costs
Share-based compensation
Balance at 30 June 2011
Issue of share capital
Share issue costs
Share-based compensation
Balance at 30 June 2012
16 RETAINED EARNINGS
Balance at 1 July 2010
Loss for the year
Balance at 30 June 2011
Loss for the year
Balance at 30 June 2012
17 CAPITAL COMMITMENTS
30
Introduction
Post balance sheet events
There are no material post balance sheet events.
Statement as to disclosure of information to auditors
The Company pays its suppliers as it would wish to be paid and supports initiatives aimed at ensuring
good practice in this area. Trade creditors of the Company were equivalent to 58 days purchases (2011:
The vision and strategy for Physiomics remains unchanged, and the Company has made good
57 days), based on the average daily amount invoiced by suppliers to the Company during the year.
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
The directors in office on 14 November 2012 have confirmed that, as far as they are aware, there is no
since these usually take the form of pilot studies, the Directors believe that there are good
relevant audit information of which the auditors are unaware. Each of the directors have confirmed
prospects for increased business and revenue flow from such customers. In particular, such
that they have taken all the steps that they ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish that it has been communicated to
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
the auditors.
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
The Board of Directors is accountable to the Company’s shareholders for good corporate governance.
The company takes corporate governance seriously and the statement below sets out how the Board
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
apply the principles of good corporate governance.
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
The Company supports the concept of an effective Board leading and controlling the Company. The
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Board is responsible for formulating and approving the strategy of the business and meets at least six
times per year. Various matters are specifically reserved for Board decision, ensuring that the Board
Such tools are used by professionals to improve the outcomes of drug design, development,
maintains full control over strategic, financial, organisational, risk and compliance issues. Management
combination dosing strategies and clinical outcomes.
supply the Board with appropriate and timely information, while the directors are encouraged to seek
any further information they consider necessary.
Corporate Governance
Directors
Technology Development
The Board comprises two executive directors, who fulfill the main operational roles in the Company,
and a non-executive Chairman. Due to the size of the Company, the Board does not consider the
appointment of a senior non-executive director to be necessary. A full list of the directors is shown
above.
Virtual Tumour product improvements
(i)
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
At 30 June 2011 and 30 June 2012 the Company had no capital commitments.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
5
11
Directors’ Report - continued
Accountability
The Board endeavours to present a balanced and comprehensible assessment of the Company’s
situation and prospects in all of its published statements, including interim reports, price-sensitive
announcements, reports to regulators and information supplied to comply with statutory requirements.
The Audit Committee consists of Christophe Chassagnole and Roger Jones and is chaired by Paul Harper.
The Committee meets at least three times per year to consider matters relating to the Company’s
financial position and financial reporting. The Audit Committee reviews the independence and
objectivity of the external auditors, as well as the amount of non-audit work undertaken by Shipleys
LLP to satisfy the Committee that this will not compromise their independence. Details of the fees paid
to Shipleys LLP during the current accounting period are given in note 3 to the accounts. There are no
areas of work where Shipleys LLP are prohibited from carrying out work.
Remuneration Committee
The Remuneration Committee has been established primarily to determine the remuneration, terms and
conditions of employment of the executive directors of the Company. The Committee comprises Mark
Chadwick and Roger Jones and is chaired by Paul Harper. It meets at least twice a year. The primary
concern of the Committee is to establish a system of rewards and incentives that aim to align the
interests of the executive directors with the long-term interests of the share-holders. These are based
on the achievement of both scientific and commercial milestones while taking no account the financial
position of the Company at this stage in its development. Any remuneration issues concerning non-
executive directors are resolved by this Committee and no director participates in decisions that
concern his own remuneration.
Going Concern
After making appropriate enquiries, the Directors have a reasonable expectation that the Company will
safeguard the Company’s assets. The risk management process and internal control systems are
designed to manage rather than eliminate the risk of failing to achieve business objectives and can only
provide reasonable, but not absolute, assurance against material misstatement or loss. The key features
of the Company’s system of internal control are as follows:
a clearly defined organisational structure and set of objectives
the executive directors play a significant role in the day to day operation of the business
detailed monthly management accounts are produced by an independent third party for the
Board to review and take appropriate action
Chairman and Chief Executive Officer’s Statement
Notes to the Financial Statements - continued
13 LOANS
Introduction
There were no loans with directors at 30 June 2011 and 30 June 2012.
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
14 SHARE CAPITAL
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
2012
2011
Ordinary shares of 0.04p each
since these usually take the form of pilot studies, the Directors believe that there are good
Number
Number
prospects for increased business and revenue flow from such customers. In particular, such
Authorised:
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
25,000,000,000
25,000,000,000
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
====================
======================
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
Issued and fully paid:
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
£
£
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
Balance at 1 July 2010
database and cardiac toxicity prediction model. These are designed to augment our credentials
399,690
249,856
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Issue of share capital
Such tools are used by professionals to improve the outcomes of drug design, development,
149,834
51,730
combination dosing strategies and clinical outcomes.
----------------------
----------------------
451,420
399,690
As at 30 June 2011
Technology Development
Issue of share capital
(i)
Virtual Tumour product improvements
148,000
51,730
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
----------------------
----------------------
As at 30 June 2012
particular by reducing the data requirements to calibrate the model. The Company has begun
599,420
451,420
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
=================
=================
The Company has one class of ordinary shares which carry no right to fixed income.
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
On 26 April 2012 the Company issued 370,000,000 ordinary shares of 0.04p at a price of 0.15p per
ordinary share for working capital purposes.
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
12
5
29
Notes on the Financial Statements - continued
11 PROPERTY PLANT AND EQUIPMENT
Cost
At 1 July 2011
Additions
At 30 June 2012
Depreciation
At 1 July 2011
Provided in the year
At 30 June 2012
Net book value
30 June 2012
30 June 2011
12 OTHER FINANCIAL ASSETS AND LIABILITIES
Trade and other receivables are as follows:
Trade receivables
Prepayments
Other receivables
Corporation tax recoverable
Trade and other payables are as follows:
Amounts payable relating to the purchase of goods and services
Other payables
Accruals
Fixtures and
computers
£
47,473
1,907
---------------------
49,380
---------------------
40,000
3,153
---------------------
43,153
---------------------
6,227
7,473
2012
£
2011
£
27,500
35,531
26,383
32,460
------------------------
121,874
=============
-
37,225
26,084
41,394
------------------------
104,703
=============
60,770
10,223
34,536
-------------------------
105,529
==============
84,600
9,905
17,535
-------------------------
112,040
==============
Trade payables of the Company were equivalent to 58 days of purchases (2011: 57 days). The directors
consider the carrying amount of trade payables approximates to their fair value.
Chairman and Chief Executive Officer’s Statement
Directors’ Report - continued
Internal Control
Introduction
Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of Taylor Vinters LLP, Tower
42, 33rd Floor, 25 Old Broad Street, London, EC2N 1HQ at 11.00 am on 17 December 2012.
The Company values the views of its shareholders and recognises their interest in the Company’s
strategy, performance and the ability of the Board. The AGM provides an opportunity for two-way
The vision and strategy for Physiomics remains unchanged, and the Company has made good
communication and all shareholders are encouraged to attend and participate. Separate resolutions will
be put to shareholders at the AGM, giving them the opportunity to discuss matters of interest. The
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after
companies to utilise Virtual Tumour represents an important landmark in establishing the
each has been dealt with on a show of hands.
Company's technology platform in the drug discovery process in oncology. In addition to
The Company uses its website www.physiomics-plc.com as another means of providing information to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
shareholders and other interested parties. The website displays the annual report and accounts, interim
that our strategy is working. While the initial revenues for first projects are always modest,
results and other relevant announcements.
since these usually take the form of pilot studies, the Directors believe that there are good
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
Dr Paul Harper
Chairman
14 November 2012
By order of the board
Technology Development
(i)
Virtual Tumour product improvements
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
28
13
5
Independent Auditors Report to the shareholders of Physiomics Plc
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements - continued
We have audited the financial statements of Physiomics Plc for the year ended 30 June 2012 which
comprise the income statement, the statement of financial position, the cash flow statement, the
statement of changes in equity and the related notes. The financial reporting framework that has been
applied in the preparation of the financial statements is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in an auditor's report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the 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
Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the company's circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial statements.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the company's affairs as at 30
June 2012 and of its loss for the year then ended;
the financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union;
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
14
9 FINANCIAL INSTRUMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION
Introduction
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Held for trading
companies to utilise Virtual Tumour represents an important landmark in establishing the
2012
£
2011
£
Current financial assets
Company's technology platform in the drug discovery process in oncology. In addition to
Trade and other receivables
Cash and cash equivalents
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
121,874
690,950
104,703
729,615
since these usually take the form of pilot studies, the Directors believe that there are good
---------------------- ----------------------
prospects for increased business and revenue flow from such customers. In particular, such
812,824
834,318
Current financial liabilities
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
Trade and other payables
our awareness of the potential for new decision and forecasting tools, leading us to develop
105,529
112,040
=================
=================
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
--------------------- ---------------------
105,529
112,040
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
=================
=================
this capability has been requested by most of our current and potential customers. The
10 INTANGIBLE FIXED ASSETS
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Patents, trade marks and
software
Such tools are used by professionals to improve the outcomes of drug design, development,
£
Cost
At 1 July 2011
combination dosing strategies and clinical outcomes.
Additions
Technology Development
Virtual Tumour product improvements
At 30 June 2012
(i)
Amortisation
At 1 July 2011
Provided in the year
Net book value
30 June 2012
30 June 2011
cancer.
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
49,887
4,712
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
---------------------
At 30 June 2012
cultures to replace xenografts, so that Physiomics could start to make predictions even before
54,599
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
---------------------
looking to expand the collaboration to test multiple cell lines relevant to different types of
75,646
-
---------------------
75,646
---------------------
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
21,047
25,759
27
5
Notes on the Financial Statements - continued
7 TAXATION
(a) Analysis of charge in the year
Chairman and Chief Executive Officer’s Statement
Independent Auditor’s Report to the shareholders of Physiomics Plc –
continued
Introduction
Opinion on other matters prescribed by the Companies Act 2006
Matters on which we are required to report by exception
The vision and strategy for Physiomics remains unchanged, and the Company has made good
In our opinion the information given in the directors' report for the financial year for which the
financial statements are prepared is consistent with the financial statements.
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
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:
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
adequate accounting records have not been kept by the company, or returns adequate for our
prospects for increased business and revenue flow from such customers. In particular, such
audit have not been received from branches not visited by us; or
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
the financial statements are not in agreement with the accounting records and returns; or
modality in drug discovery programmes. In addition, growing the customer base has increased
certain disclosures of directors' remuneration specified by law and not made; or
we have not received all the information and explanations we require for our audit.
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
Benjamin Bidnell (senior statutory auditor)
For and on behalf of Shipleys LLP statutory auditor
10 Orange Street
Haymarket
London
WC2H 7DQ
Technology Development
14 November 2012
(i)
Virtual Tumour product improvements
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
15
5
Research and Development tax credit: current year
32,460
41,394
Research and Development tax credit: prior year
Total current tax
(b) Factors affecting current tax charge
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The
timing differences are explained below:
Loss on ordinary activities before taxation
Tax on loss on ordinary activities at standard corporation tax rate of
19.51% (2011: 20%)
Expenses not deductible for tax purposes
Capital allowances (less than)/ in excess of depreciation
Unrelieved tax losses and other deductions arising in the year
Research and Development tax credit: current and prior year
Total current tax
At 30 June 2012 tax losses of approximately £2,488,000 (2011: £2,046,000) remained available to carry
forward against future taxable trading profits.
8 EARNINGS PER SHARE
The calculations of loss per share are based on the following losses and numbers of shares.
2012
2011
£
211
£
-
---------------------- ----------------------
32,671
============
41,394
============
2012
£
2011
£
(572,248)
(685,926)
=============
=============
(111,646)
(137,185)
-
(117)
528
1,285
111,763
135,372
32,671
41,394
------------------------
------------------------
32,671
41,394
=============== ===============
2012
£
2011
£
(539,577)
=============
No.
(644,532)
=============
No.
1,195,271,385 1,026,913,773
=================
(0.045p)
=================
=================
(0.063p)
=================
Loss on ordinary activities after tax
Weighted average no of shares:
For basic and diluted loss per share
Basic and diluted loss per share
26
Income Statement for the year ended 30 June 2012
Income Statement for the year ended 30 June 2012
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements - continued
Year ended
Year ended
Year ended
Year ended
The vision and strategy for Physiomics remains unchanged, and the Company has made good
Revenue
Revenue
2
2
135,306
135,306
53,345
53,345
Notes
Notes
30-Jun-12
30-Jun-12
30-Jun-11
30-Jun-11
£
£
£
£
Net operating expenses
Net operating expenses
Share-based compensation
Share-based compensation
(703,932)
(703,932)
(725,746)
(725,746)
(9,296)
(9,296)
(21,394)
(21,394)
Operating loss
Operating loss
3
3
(577,922)
(577,922)
(693,795)
(693,795)
Finance income
Finance income
Finance costs
Finance costs
4
5
4
5
5,674
5,674
7,869
7,869
-
-
-
-
Loss before taxation
Loss before taxation
(572,248)
(572,248)
(685,926)
(685,926)
UK corporation tax
UK corporation tax
7
7
32,671
32,671
41,394
41,394
Loss for the year attributable to equity shareholders
Loss for the year attributable to equity shareholders
(539,577)
(539,577)
(644,532)
(644,532)
Loss per share (pence)
Loss per share (pence)
Basic and diluted
Basic and diluted
8
8
(0.045) p
(0.045) p
(0.063) p
(0.063) p
4 FINANCE INCOME
Introduction
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
2012
£
2011
£
Bank interest receivable
Company's technology platform in the drug discovery process in oncology. In addition to
7,869
5,674
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
=================
=================
5 FINANCE COSTS
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
Interest payable
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
=================
=================
6 STAFF COSTS
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
2012
£
2011
£
database and cardiac toxicity prediction model. These are designed to augment our credentials
Staff costs during the year
Wages and salaries
as a business committed to providing predictive tools to the pharma and healthcare Industry.
107,968
120,971
Such tools are used by professionals to improve the outcomes of drug design, development,
Social security costs
12,492
11,546
2012
£
-
2011
£
-
Pension costs
combination dosing strategies and clinical outcomes.
-
3
------------------------- -------------------------
119,514
133,463
================ ================
================= ================
-
4
Technology Development
Average number of employees
Virtual Tumour product improvements
(i)
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
Details of the remuneration of directors are included in the Directors’ report on page 10.
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
16
16
25
5
Notes on the Financial Statements - continued
Chairman and Chief Executive Officer’s Statement
Statement of financial position as at 30 June 2012 Company Number: 4225086
1 CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT
There was no material accounting estimates or areas of judgements required.
2 REVENUE AND SEGMENTAL REPORTING
The principal activities are the provision of outsourced systems and computational biology services to
pharmaceutical companies.
This activity comprises a single segment of operation of a sole UK base and entirely UK based assets.
Revenue was derived in the UK and European Union from its principal activity.
3 OPERATING PROFIT
Operating Loss is stated after charging
Research and development
Current year expenditure
Depreciation charge for the year
- Owned assets
Amortisation charge for the year
Audit services, refer to below
2012
£
2011
£
149,409
257,809
3,153
4,712
1,643
4,689
12,000
12,000
=================
=================
Payable to:
2012
£
2011
£
Amounts payable for both audit and non-audit
services
Audit services – Statutory audit
Shipleys LLP
10,000
10,000
Tax services – Compliance services
Shipleys LLP
2,000
2,000
-------------------------
12,000
=================
-------------------------
12,000
=================
Non-current assets
Intangible assets
Property, plant and equipment
Investments
Current assets
Trade and other receivables
Cash and cash equivalents
Introduction
Notes
21,047
6,227
1
27,275
Year ended
30-Jun-12
£
Year ended
30-Jun-11
The vision and strategy for Physiomics remains unchanged, and the Company has made good
£
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
25,759
10
7,473
11
Company's technology platform in the drug discovery process in oncology. In addition to
1
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
33,233
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
104,703
12
prospects for increased business and revenue flow from such customers. In particular, such
729,615
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
834,318
9
modality in drug discovery programmes. In addition, growing the customer base has increased
867,551
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
(112,040)
9,12
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
(112,040)
database and cardiac toxicity prediction model. These are designed to augment our credentials
755,511
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
121,874
690,950
812,824
(105,529)
(105,529)
840,099
734,570
Total assets
Current liabilities
Trade and other payables
Total liabilities
Net assets
Capital and reserves
Share capital
Capital reserves
Retained earnings
Equity shareholders' funds
Technology Development
(i)
Virtual Tumour product improvements
14
15
16
599,420
3,777,736
(3,642,586)
734,570
451,420
3,407,100
(3,103,009)
755,511
The financial statements were approved by the Board of Directors and authorised
for issue on 14 November 2012 and are signed on its behalf by:
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
Dr Paul Harper
Chairman
24
5
17
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
Statement of changes in equity for the year ended 30 June 2012
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements – continued
Share
capital
£
Share
premium
account
£
Share-based
compensation
reserve
£
Retained
earnings
£
Total
shareholders'
funds
£
At 30 June 2010
399,690 2,795,735
49,877
(2,458,477)
786,825
Share issue (net of costs)
Loss for the year
Share-based compensation
51,730
-
-
540,094
-
-
-
-
21,394
-
(644,532)
-
591,824
(644,532)
21,394
At 30 June 2011
451,420 3,335,829
71,271
(3,103,009)
755,511
Share issue (net of costs)
Loss for the year
Share-based compensation
148,000
-
-
361,340
-
-
-
-
9,296
-
(539,577)
-
509,340
(539,577)
9,296
At 30 June 2012
599,420 3,697,169
80,567
(3,642,586)
734,570
Adoption of International accounting standards
Introduction
In the current financial year, the Company has adopted the following Standards and Interpretations
The vision and strategy for Physiomics remains unchanged, and the Company has made good
issued by the IASB and the International Financial Reporting Interpretations Committee:
progress towards its declared goals in the period. Signing up two new major pharmaceutical
IAS 24 – Related Party Disclosures
companies to utilise Virtual Tumour represents an important landmark in establishing the
IAS 32 (Amendment) (October 2009) – Classification of Rights Issues
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
IAS 39 (Amendment) (July 2008) – Eligible Hedged Items
that our strategy is working. While the initial revenues for first projects are always modest,
IFRS 1 (revised November 2008) – First-Time Adoption of International Financial Reporting Standards
since these usually take the form of pilot studies, the Directors believe that there are good
IFRS 1 (Amendment) (July 2009) – Additional Exemptions for First-Time Adopters
prospects for increased business and revenue flow from such customers. In particular, such
IFRS 1 (Amendment) (January 2010) – Limited Exemption from Comparative IFRS 7 Disclosures for First-
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
time Adopters
modality in drug discovery programmes. In addition, growing the customer base has increased
IFRS 3 (revised January 2008) – Business Combinations
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
IFRS 7 Amendment - Financial Instrument Disclosures: Transfers of Financial Assets
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
Annual Improvements to IFRSs 2009 and IFRSs 2010
this capability has been requested by most of our current and potential customers. The
IFRIC 14 (Amendment) – Prepayments of a Minimum Funding Requirement
Company has also developed two new products, namely its drug combinations and regimens
IFRIC 17 – Distributions of Non-cash Assets to Owners
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
IFRIC 18 – Transfers of Assets from Customers
Such tools are used by professionals to improve the outcomes of drug design, development,
IFRIC 19 – Extinguishing Financial Liabilities with Equity Instruments
combination dosing strategies and clinical outcomes.
Adoption of these Standards and Interpretations did not have any effect on the financial statements of
the Company, or result in changes in accounting policy or additional disclosure.
Technology Development
The IASB and IFRIC have issued a number of Standards and Interpretations with an effective date after
(i)
Virtual Tumour product improvements
the date of these financial statements. The new Standards and Interpretations issued include:
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
IAS 12 Amendment - Deferred Tax: Recovery of Underlying Assets is effective from 1 January 2012
particular by reducing the data requirements to calibrate the model. The Company has begun
IAS 19 (revision) – Employee Benefits is effective from 1 January 2013
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
IAS 27 (revised 2011) - Separate Financial Statements is effective from 1 January 2013
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
IFRS 7 Disclosures – Offsetting Financial Assets and Financial Liabilities is effective from 1 January 2013
looking to expand the collaboration to test multiple cell lines relevant to different types of
IFRS 9 – Financial Instruments – effective from 1 January 2013
cancer.
IFRS 11 - Joint Arrangements is effective from 1 January 2013
IFRS 12 - Disclosures of Interest in Other Entities is effective from 1 January 2013
Virtual Tumour Clinical
(ii)
IFRS 13 - Fair Value Measurement is effective from 1 January 2013
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will
develop and calibrate the model using literature data, will allow us to evaluate the predictive
have no material impact on the Company’s financial statements.
power of the model against known outcomes. The second phase involves using client data to
18
5
23
Notes on the Financial Statements - continued
Foreign currency
Assets and liabilities denominated in foreign currencies are translated into sterling at the rates of
exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into
sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken
into account in arriving at the operating result.
Leased assets and obligations
Where assets are financed by leasing agreements that give rights approximating to ownership (“finance
leases”), the assets are treated as if they had been purchased outright. The amount capitalised is the
present value of the minimum lease payments payable during the lease terms. The corresponding
leasing commitments are shown as obligations to the lessor. Lease payments are treated as consisting of
capital and interest elements, and the interest is charged to the profit and loss in proportion to the
All other leases are ‘operating leases’ and the annual rentals are charged to the income statement on a
remaining balance outstanding.
straight-line basis over the lease term.
Government Grants
Deferred government grants in respect of capital expenditure are treated as deferred income and are
credited to the income statement over the estimated useful life of the assets to which they relate.
Government grants of a revenue nature are credited to the profit and loss account in the same period
as the related expenditure.
Share based payments
of a binomial model.
Investments
Taxation
The Company issues equity settled share based payments to certain employees. Equity settled share
based payments are measured at fair value at the date of grant. The fair value determined at the grant
date is expensed on a straight-line basis over an estimated vesting period. Fair value is measured by use
Participating interests are stated at cost less amounts written off in the Company balance sheet.
Tax currently payable is based on the taxable profit for the period which may differ from net profit
reported in the income statement.
Deferred taxation is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date where transactions or events have occurred at that date that will
result in an obligation to pay further tax, or a right to pay less tax in future. Timing differences are
differences between the Company’s taxable profits and its results as stated in the financial statements
that arise from the gains or losses in tax assessments in period different from those in which they are
recognised in the financial statements. Deferred tax assets are recognised only to the extent that the
directors consider that it is more likely than not that there will be sufficient taxable profits from which
the future reversal of the underlying timing differences can be deducted. Deferred tax is measured at
the average tax rates that are expected to apply in the periods in which the timing differences are
expected to reverse.
Chairman and Chief Executive Officer’s Statement
Cash Flow Statement for the year ended 30 June 2012
Cash flows from operating activities:
Operating loss
Amortisation and depreciation
Share-based compensation
(Increase) decrease in receivables
Decrease in payables
Decrease in deferred income
Introduction
Year ended
30-Jun-12
£
Year ended
30-Jun-11
The vision and strategy for Physiomics remains unchanged, and the Company has made good
£
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
(693,795)
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
6,332
that our strategy is working. While the initial revenues for first projects are always modest,
21,394
since these usually take the form of pilot studies, the Directors believe that there are good
13,394
(2,006)
prospects for increased business and revenue flow from such customers. In particular, such
(21,132)
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
(675,813)
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
33,037
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
-
this capability has been requested by most of our current and potential customers. The
(642,776)
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
7,869
combination dosing strategies and clinical outcomes.
(7,356)
(577,922)
7,865
9,296
(26,106)
(6,510)
-
5,674
(1,907)
41,605
-
(593,377)
(551,772)
Interest received
Purchase of non-current assets, net of grants received
UK corporation tax received
Interest paid
Net cash generated from operating activities
Cash flows from investing activities:
Cash generated from operations
Net cash received by investing activities
Technology Development
3,767
513
Cash outflow before financing
Virtual Tumour product improvements
(i)
(548,005)
(642,263)
Net cash from financing activities
Cash flows from financing activities:
Issue of ordinary share capital (net of expenses)
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
591,824
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
591,824
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
(50,439)
looking to expand the collaboration to test multiple cell lines relevant to different types of
780,054
cancer.
(38,665)
509,340
509,340
729,615
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
22
19
5
Cash and cash equivalents at end of year
(ii)
Virtual Tumour Clinical
690,950
729,615
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
Notes on the Financial Statements
Basis of preparation
Physiomics Plc has adopted International Financial Reporting Standards (“IFRS”), IFRIC interpretations
and the Companies Act 2006 as applicable to companies reporting under IFRS.
The financial statements have been prepared on the historical cost basis. The significant accounting
policies are set out below.
Accounting policies
Revenue recognition
The revenue shown in the income statement relates to amounts received or receivable from the
provision of outsourced systems and computational biology services to pharmaceutical companies.
Revenue from the provision of its principal activities are recognised when the Company has transferred
to the buyer the significant risks and rewards of ownership, has no continuing managerial involvement
or control to the degree normally associated with ownership and can reliably measure the economic
benefits of the transaction.
Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that
are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and return that are different from those of segments operating in
other economic environments.
Going concern
The accounts have been prepared on the going concern basis. The Company primarily operates in the
relatively defensive pharmaceutical industry which we expect to be less affected by current economic
conditions compared to other industries.
The Company had £690,950 of cash and cash equivalents as at 30 June 2012 (2011: £729,615). The
Board operates an investment policy under which the primary objective is to invest in low-risk cash or
cash equivalent investments to safeguard the principal. The Company’s forecasts, taking into account
likely revenue streams, show that the Company has sufficient funds to operate for the foreseeable
future.
After reviewing the Company’s forecasts, the Directors believe that the Company is adequately placed
to manage its business and financing risks successfully despite the current uncertain economic outlook.
Accordingly, they continue to adopt the going concern basis in preparing the annual report and
accounts.
Intangible assets
Intangible assets acquired separately from third parties are recognised as assets and measured at cost.
Following initial recognition, intangible assets are measured at cost or fair value at the date of
acquisition less any amortisation and any impairment losses. Amortisation costs are included within the
net operating expenses disclosed in the income statement.
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements - continued
Intangible assets are amortised over their useful lives as follows:
Introduction
Useful Life
Method
Software
The vision and strategy for Physiomics remains unchanged, and the Company has made good
Straight line
15 years
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Useful lives are also examined on an annual basis and adjustments, where applicable are made on a
companies to utilise Virtual Tumour represents an important landmark in establishing the
prospective basis. The Company does not have any intangible assets with indefinite lives.
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
Property, plant and equipment
that our strategy is working. While the initial revenues for first projects are always modest,
All items are initially recorded at cost.
since these usually take the form of pilot studies, the Directors believe that there are good
Impairment of assets
prospects for increased business and revenue flow from such customers. In particular, such
Property, plant and equipment and intangible assets are reviewed for impairment whenever events or
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment
modality in drug discovery programmes. In addition, growing the customer base has increased
loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
our awareness of the potential for new decision and forecasting tools, leading us to develop
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
purposes of assessing impairment, assets that do not individually generate cash flows are assessed as
part of the cash generating unit to which they belong. Cash generating units are the lowest levels for
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
which there are cash flows that are largely independent of the cash flows from other assets or groups of
this capability has been requested by most of our current and potential customers. The
assets.
Company has also developed two new products, namely its drug combinations and regimens
Depreciation
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Depreciation is calculated to write off the cost of an asset over its useful economic life as follows:
Such tools are used by professionals to improve the outcomes of drug design, development,
Leasehold improvements - the remaining life of the lease
combination dosing strategies and clinical outcomes.
Fixtures and computers
- three years, straight-line basis
Technology Development
Research and development expenditure
Expenditure on research activity is recognised as an expense in the period in which it is incurred.
Virtual Tumour product improvements
(i)
remote.
Trade and other receivables
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
Trade receivables are recognised and carried at the lower of their original invoiced value and
particular by reducing the data requirements to calibrate the model. The Company has begun
recoverable amount. Balances are written off when the probability of recovery is considered to be
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
Financial liability and equity
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
Financial liabilities and equity instruments are classified according to the substance of the contractual
looking to expand the collaboration to test multiple cell lines relevant to different types of
arrangements entered into. An equity instrument is any contract that evidences a residual interest in
cancer.
the assets of the Company after deducting all of its liabilities.
Cash and cash equivalents
(ii)
Virtual Tumour Clinical
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
20
21
5
Notes on the Financial Statements
Physiomics Plc has adopted International Financial Reporting Standards (“IFRS”), IFRIC interpretations
and the Companies Act 2006 as applicable to companies reporting under IFRS.
The financial statements have been prepared on the historical cost basis. The significant accounting
Basis of preparation
policies are set out below.
Accounting policies
Revenue recognition
benefits of the transaction.
Segment reporting
other economic environments.
Going concern
The revenue shown in the income statement relates to amounts received or receivable from the
provision of outsourced systems and computational biology services to pharmaceutical companies.
Revenue from the provision of its principal activities are recognised when the Company has transferred
to the buyer the significant risks and rewards of ownership, has no continuing managerial involvement
or control to the degree normally associated with ownership and can reliably measure the economic
A business segment is a group of assets and operations engaged in providing products or services that
are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and return that are different from those of segments operating in
The accounts have been prepared on the going concern basis. The Company primarily operates in the
relatively defensive pharmaceutical industry which we expect to be less affected by current economic
conditions compared to other industries.
The Company had £690,950 of cash and cash equivalents as at 30 June 2012 (2011: £729,615). The
Board operates an investment policy under which the primary objective is to invest in low-risk cash or
cash equivalent investments to safeguard the principal. The Company’s forecasts, taking into account
likely revenue streams, show that the Company has sufficient funds to operate for the foreseeable
After reviewing the Company’s forecasts, the Directors believe that the Company is adequately placed
to manage its business and financing risks successfully despite the current uncertain economic outlook.
Accordingly, they continue to adopt the going concern basis in preparing the annual report and
Intangible assets acquired separately from third parties are recognised as assets and measured at cost.
Following initial recognition, intangible assets are measured at cost or fair value at the date of
acquisition less any amortisation and any impairment losses. Amortisation costs are included within the
net operating expenses disclosed in the income statement.
future.
accounts.
Intangible assets
20
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements - continued
Intangible assets are amortised over their useful lives as follows:
Introduction
Useful Life
Method
15 years
Software
Straight line
Impairment of assets
Property, plant and equipment
All items are initially recorded at cost.
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Useful lives are also examined on an annual basis and adjustments, where applicable are made on a
Company's technology platform in the drug discovery process in oncology. In addition to
prospective basis. The Company does not have any intangible assets with indefinite lives.
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
Property, plant and equipment and intangible assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment
modality in drug discovery programmes. In addition, growing the customer base has increased
loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
our awareness of the potential for new decision and forecasting tools, leading us to develop
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
purposes of assessing impairment, assets that do not individually generate cash flows are assessed as
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
part of the cash generating unit to which they belong. Cash generating units are the lowest levels for
this capability has been requested by most of our current and potential customers. The
which there are cash flows that are largely independent of the cash flows from other assets or groups of
Company has also developed two new products, namely its drug combinations and regimens
assets.
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
Depreciation is calculated to write off the cost of an asset over its useful economic life as follows:
Leasehold improvements - the remaining life of the lease
Depreciation
Fixtures and computers
Technology Development
Research and development expenditure
- three years, straight-line basis
Expenditure on research activity is recognised as an expense in the period in which it is incurred.
Virtual Tumour product improvements
(i)
Trade and other receivables
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
Trade receivables are recognised and carried at the lower of their original invoiced value and
particular by reducing the data requirements to calibrate the model. The Company has begun
recoverable amount. Balances are written off when the probability of recovery is considered to be
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
remote.
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
Financial liabilities and equity instruments are classified according to the substance of the contractual
looking to expand the collaboration to test multiple cell lines relevant to different types of
arrangements entered into. An equity instrument is any contract that evidences a residual interest in
cancer.
the assets of the Company after deducting all of its liabilities.
Financial liability and equity
Cash and cash equivalents
(ii)
Virtual Tumour Clinical
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
21
5
Notes on the Financial Statements - continued
Foreign currency
Assets and liabilities denominated in foreign currencies are translated into sterling at the rates of
exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into
sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken
into account in arriving at the operating result.
Leased assets and obligations
Where assets are financed by leasing agreements that give rights approximating to ownership (“finance
leases”), the assets are treated as if they had been purchased outright. The amount capitalised is the
present value of the minimum lease payments payable during the lease terms. The corresponding
leasing commitments are shown as obligations to the lessor. Lease payments are treated as consisting of
capital and interest elements, and the interest is charged to the profit and loss in proportion to the
remaining balance outstanding.
All other leases are ‘operating leases’ and the annual rentals are charged to the income statement on a
straight-line basis over the lease term.
Government Grants
Deferred government grants in respect of capital expenditure are treated as deferred income and are
credited to the income statement over the estimated useful life of the assets to which they relate.
Government grants of a revenue nature are credited to the profit and loss account in the same period
as the related expenditure.
Share based payments
The Company issues equity settled share based payments to certain employees. Equity settled share
based payments are measured at fair value at the date of grant. The fair value determined at the grant
date is expensed on a straight-line basis over an estimated vesting period. Fair value is measured by use
of a binomial model.
Investments
Participating interests are stated at cost less amounts written off in the Company balance sheet.
Taxation
Tax currently payable is based on the taxable profit for the period which may differ from net profit
reported in the income statement.
Deferred taxation is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date where transactions or events have occurred at that date that will
result in an obligation to pay further tax, or a right to pay less tax in future. Timing differences are
differences between the Company’s taxable profits and its results as stated in the financial statements
that arise from the gains or losses in tax assessments in period different from those in which they are
recognised in the financial statements. Deferred tax assets are recognised only to the extent that the
directors consider that it is more likely than not that there will be sufficient taxable profits from which
the future reversal of the underlying timing differences can be deducted. Deferred tax is measured at
the average tax rates that are expected to apply in the periods in which the timing differences are
expected to reverse.
Chairman and Chief Executive Officer’s Statement
Cash Flow Statement for the year ended 30 June 2012
Introduction
Year ended
30-Jun-12
Year ended
30-Jun-11
The vision and strategy for Physiomics remains unchanged, and the Company has made good
£
£
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Cash flows from operating activities:
companies to utilise Virtual Tumour represents an important landmark in establishing the
Operating loss
Company's technology platform in the drug discovery process in oncology. In addition to
Amortisation and depreciation
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
Share-based compensation
that our strategy is working. While the initial revenues for first projects are always modest,
21,394
9,296
(577,922)
7,865
(693,795)
6,332
(Increase) decrease in receivables
since these usually take the form of pilot studies, the Directors believe that there are good
(26,106)
13,394
Decrease in payables
prospects for increased business and revenue flow from such customers. In particular, such
Decrease in deferred income
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
(2,006)
(21,132)
(6,510)
-
Cash generated from operations
modality in drug discovery programmes. In addition, growing the customer base has increased
(593,377)
(675,813)
our awareness of the potential for new decision and forecasting tools, leading us to develop
UK corporation tax received
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
41,605
33,037
Interest paid
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
-
-
this capability has been requested by most of our current and potential customers. The
Net cash generated from operating activities
Company has also developed two new products, namely its drug combinations and regimens
(551,772)
(642,776)
Cash flows from investing activities:
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Interest received
Such tools are used by professionals to improve the outcomes of drug design, development,
Purchase of non-current assets, net of grants received
combination dosing strategies and clinical outcomes.
5,674
(1,907)
3,767
7,869
(7,356)
513
Net cash received by investing activities
Technology Development
Cash outflow before financing
Virtual Tumour product improvements
(i)
(548,005)
(642,263)
Cash flows from financing activities:
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
Issue of ordinary share capital (net of expenses)
particular by reducing the data requirements to calibrate the model. The Company has begun
509,340
591,824
Net cash from financing activities
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
509,340
591,824
cultures to replace xenografts, so that Physiomics could start to make predictions even before
Net (decrease) increase in cash and cash equivalents
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
(38,665)
(50,439)
looking to expand the collaboration to test multiple cell lines relevant to different types of
Cash and cash equivalents at beginning of year
cancer.
729,615
780,054
Cash and cash equivalents at end of year
(ii)
Virtual Tumour Clinical
690,950
729,615
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
22
19
5
Share
Share-based
Share
premium
compensation
Retained
shareholders'
capital
account
reserve
earnings
£
£
£
£
Total
funds
£
At 30 June 2010
399,690 2,795,735
49,877
(2,458,477)
786,825
Share issue (net of costs)
51,730
540,094
Loss for the year
Share-based compensation
(644,532)
21,394
591,824
(644,532)
21,394
At 30 June 2011
451,420 3,335,829
71,271
(3,103,009)
755,511
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Share issue (net of costs)
148,000
361,340
Loss for the year
Share-based compensation
(539,577)
9,296
509,340
(539,577)
9,296
At 30 June 2012
599,420 3,697,169
80,567
(3,642,586)
734,570
Statement of changes in equity for the year ended 30 June 2012
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements – continued
Adoption of International accounting standards
Introduction
IAS 24 – Related Party Disclosures
IAS 39 (Amendment) (July 2008) – Eligible Hedged Items
IAS 32 (Amendment) (October 2009) – Classification of Rights Issues
IFRS 1 (Amendment) (July 2009) – Additional Exemptions for First-Time Adopters
IFRS 1 (revised November 2008) – First-Time Adoption of International Financial Reporting Standards
In the current financial year, the Company has adopted the following Standards and Interpretations
issued by the IASB and the International Financial Reporting Interpretations Committee:
IFRS 1 (Amendment) (January 2010) – Limited Exemption from Comparative IFRS 7 Disclosures for First-
time Adopters
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
IFRS 7 Amendment - Financial Instrument Disclosures: Transfers of Financial Assets
IFRIC 14 (Amendment) – Prepayments of a Minimum Funding Requirement
IFRIC 19 – Extinguishing Financial Liabilities with Equity Instruments
IFRS 3 (revised January 2008) – Business Combinations
Annual Improvements to IFRSs 2009 and IFRSs 2010
IFRIC 17 – Distributions of Non-cash Assets to Owners
IFRIC 18 – Transfers of Assets from Customers
Adoption of these Standards and Interpretations did not have any effect on the financial statements of
the Company, or result in changes in accounting policy or additional disclosure.
Technology Development
(i)
Virtual Tumour product improvements
The IASB and IFRIC have issued a number of Standards and Interpretations with an effective date after
the date of these financial statements. The new Standards and Interpretations issued include:
IAS 19 (revision) – Employee Benefits is effective from 1 January 2013
IAS 12 Amendment - Deferred Tax: Recovery of Underlying Assets is effective from 1 January 2012
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
IFRS 7 Disclosures – Offsetting Financial Assets and Financial Liabilities is effective from 1 January 2013
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
IAS 27 (revised 2011) - Separate Financial Statements is effective from 1 January 2013
IFRS 9 – Financial Instruments – effective from 1 January 2013
18
5
23
IFRS 13 - Fair Value Measurement is effective from 1 January 2013
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will
have no material impact on the Company’s financial statements.
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
IFRS 11 - Joint Arrangements is effective from 1 January 2013
IFRS 12 - Disclosures of Interest in Other Entities is effective from 1 January 2013
Virtual Tumour Clinical
(ii)
Notes on the Financial Statements - continued
Chairman and Chief Executive Officer’s Statement
Statement of financial position as at 30 June 2012 Company Number: 4225086
1 CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT
There was no material accounting estimates or areas of judgements required.
2 REVENUE AND SEGMENTAL REPORTING
The principal activities are the provision of outsourced systems and computational biology services to
pharmaceutical companies.
This activity comprises a single segment of operation of a sole UK base and entirely UK based assets.
Revenue was derived in the UK and European Union from its principal activity.
3 OPERATING PROFIT
Operating Loss is stated after charging
Research and development
Current year expenditure
Depreciation charge for the year
- Owned assets
Amortisation charge for the year
Audit services, refer to below
2012
£
2011
£
149,409
257,809
3,153
4,712
1,643
4,689
12,000
12,000
=================
=================
Amounts payable for both audit and non-audit
services
Audit services – Statutory audit
Shipleys LLP
10,000
10,000
Payable to:
2012
£
2011
£
Tax services – Compliance services
Shipleys LLP
2,000
2,000
-------------------------
12,000
=================
-------------------------
12,000
=================
Introduction
Notes
Year ended
30-Jun-12
Year ended
30-Jun-11
£
1
£
1
The vision and strategy for Physiomics remains unchanged, and the Company has made good
Non-current assets
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Intangible assets
companies to utilise Virtual Tumour represents an important landmark in establishing the
21,047
25,759
10
Property, plant and equipment
Company's technology platform in the drug discovery process in oncology. In addition to
6,227
7,473
11
Investments
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
27,275
33,233
Current assets
Trade and other receivables
since these usually take the form of pilot studies, the Directors believe that there are good
Cash and cash equivalents
prospects for increased business and revenue flow from such customers. In particular, such
121,874
690,950
104,703
729,615
12
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
812,824
834,318
9
modality in drug discovery programmes. In addition, growing the customer base has increased
Total assets
our awareness of the potential for new decision and forecasting tools, leading us to develop
840,099
867,551
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
Current liabilities
Trade and other payables
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
9,12
(105,529)
(112,040)
this capability has been requested by most of our current and potential customers. The
Total liabilities
Company has also developed two new products, namely its drug combinations and regimens
(105,529)
(112,040)
database and cardiac toxicity prediction model. These are designed to augment our credentials
Net assets
as a business committed to providing predictive tools to the pharma and healthcare Industry.
734,570
755,511
Such tools are used by professionals to improve the outcomes of drug design, development,
Capital and reserves
Share capital
combination dosing strategies and clinical outcomes.
Capital reserves
Technology Development
Retained earnings
Equity shareholders' funds
(i)
Virtual Tumour product improvements
14
15
16
599,420
3,777,736
(3,642,586)
734,570
451,420
3,407,100
(3,103,009)
755,511
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
The financial statements were approved by the Board of Directors and authorised
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
for issue on 14 November 2012 and are signed on its behalf by:
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
Dr Paul Harper
Chairman
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
24
5
17
Income Statement for the year ended 30 June 2012
Income Statement for the year ended 30 June 2012
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements - continued
4 FINANCE INCOME
Introduction
Year ended
Year ended
Year ended
Year ended
Notes
Notes
30-Jun-12
30-Jun-12
30-Jun-11
30-Jun-11
£
£
£
£
Revenue
Revenue
2
2
135,306
135,306
53,345
53,345
Net operating expenses
Net operating expenses
Share-based compensation
Share-based compensation
(703,932)
(703,932)
(725,746)
(725,746)
(9,296)
(9,296)
(21,394)
(21,394)
Operating loss
Operating loss
3
3
(577,922)
(577,922)
(693,795)
(693,795)
Finance income
Finance income
Finance costs
Finance costs
4
5
4
5
5,674
5,674
7,869
7,869
-
-
-
-
Loss before taxation
Loss before taxation
(572,248)
(572,248)
(685,926)
(685,926)
UK corporation tax
UK corporation tax
7
7
32,671
32,671
41,394
41,394
Loss for the year attributable to equity shareholders
Loss for the year attributable to equity shareholders
(539,577)
(539,577)
(644,532)
(644,532)
Loss per share (pence)
Loss per share (pence)
Basic and diluted
Basic and diluted
8
8
(0.045) p
(0.045) p
(0.063) p
(0.063) p
Bank interest receivable
5 FINANCE COSTS
Interest payable
6 STAFF COSTS
5,674
=================
2012
£
The vision and strategy for Physiomics remains unchanged, and the Company has made good
2011
progress towards its declared goals in the period. Signing up two new major pharmaceutical
£
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
7,869
=================
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
2011
prospects for increased business and revenue flow from such customers. In particular, such
£
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
-
modality in drug discovery programmes. In addition, growing the customer base has increased
=================
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
120,971
Such tools are used by professionals to improve the outcomes of drug design, development,
12,492
-
combination dosing strategies and clinical outcomes.
------------------------- -------------------------
133,463
================ ================
107,968
11,546
-
Technology Development
=================
2012
£
2012
£
2011
£
119,514
-
Staff costs during the year
Wages and salaries
Social security costs
Pension costs
Average number of employees
Virtual Tumour product improvements
(i)
4
================= ================
3
Details of the remuneration of directors are included in the Directors’ report on page 10.
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
16
16
25
5
Notes on the Financial Statements - continued
7 TAXATION
(a) Analysis of charge in the year
Research and Development tax credit: current year
Research and Development tax credit: prior year
Total current tax
(b) Factors affecting current tax charge
2012
£
2011
£
32,460
41,394
211
-
---------------------- ----------------------
32,671
============
41,394
============
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The
timing differences are explained below:
Loss on ordinary activities before taxation
Tax on loss on ordinary activities at standard corporation tax rate of
19.51% (2011: 20%)
Expenses not deductible for tax purposes
Capital allowances (less than)/ in excess of depreciation
Unrelieved tax losses and other deductions arising in the year
Research and Development tax credit: current and prior year
2012
£
(572,248)
=============
2011
£
(685,926)
=============
(111,646)
(137,185)
-
(117)
528
1,285
111,763
135,372
32,671
------------------------
41,394
------------------------
Total current tax
41,394
=============== ===============
At 30 June 2012 tax losses of approximately £2,488,000 (2011: £2,046,000) remained available to carry
forward against future taxable trading profits.
32,671
8 EARNINGS PER SHARE
The calculations of loss per share are based on the following losses and numbers of shares.
Loss on ordinary activities after tax
Weighted average no of shares:
For basic and diluted loss per share
Basic and diluted loss per share
26
2012
£
2011
£
(539,577)
=============
No.
(644,532)
=============
No.
1,195,271,385 1,026,913,773
=================
(0.063p)
=================
=================
(0.045p)
=================
Chairman and Chief Executive Officer’s Statement
Independent Auditor’s Report to the shareholders of Physiomics Plc –
continued
Introduction
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the directors' report for the financial year for which the
The vision and strategy for Physiomics remains unchanged, and the Company has made good
financial statements are prepared is consistent with the financial statements.
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Matters on which we are required to report by exception
Company's technology platform in the drug discovery process in oncology. In addition to
We have nothing to report in respect of the following matters where the Companies Act 2006 requires
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
us to report to you if, in our opinion:
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
adequate accounting records have not been kept by the company, or returns adequate for our
prospects for increased business and revenue flow from such customers. In particular, such
audit have not been received from branches not visited by us; or
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law and not made; or
modality in drug discovery programmes. In addition, growing the customer base has increased
we have not received all the information and explanations we require for our audit.
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
Benjamin Bidnell (senior statutory auditor)
For and on behalf of Shipleys LLP statutory auditor
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
10 Orange Street
Haymarket
London
WC2H 7DQ
Technology Development
14 November 2012
(i)
Virtual Tumour product improvements
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
15
5
We have audited the financial statements of Physiomics Plc for the year ended 30 June 2012 which
comprise the income statement, the statement of financial position, the cash flow statement, the
statement of changes in equity and the related notes. The financial reporting framework that has been
applied in the preparation of the financial statements is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in an auditor's report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the 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
Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the company's circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial statements.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the company's affairs as at 30
June 2012 and of its loss for the year then ended;
the financial statements have been properly prepared in accordance with IFRSs as adopted by
the financial statements have been prepared in accordance with the requirements of the
the European Union;
Companies Act 2006.
Independent Auditors Report to the shareholders of Physiomics Plc
Chairman and Chief Executive Officer’s Statement
Notes on the Financial Statements - continued
9 FINANCIAL INSTRUMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION
Introduction
Current financial assets
Trade and other receivables
Cash and cash equivalents
Current financial liabilities
Trade and other payables
2012
£
Held for trading
121,874
690,950
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
2011
companies to utilise Virtual Tumour represents an important landmark in establishing the
£
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
104,703
that our strategy is working. While the initial revenues for first projects are always modest,
729,615
since these usually take the form of pilot studies, the Directors believe that there are good
---------------------- ----------------------
834,318
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
112,040
our awareness of the potential for new decision and forecasting tools, leading us to develop
--------------------- ---------------------
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
112,040
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
Patents, trade marks and
software
£
812,824
=================
105,529
=================
=================
=================
105,529
10 INTANGIBLE FIXED ASSETS
Cost
At 1 July 2011
Additions
Technology Development
At 30 June 2012
(i)
Virtual Tumour product improvements
75,646
-
---------------------
75,646
---------------------
Amortisation
At 1 July 2011
Provided in the year
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
49,887
particular by reducing the data requirements to calibrate the model. The Company has begun
4,712
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
---------------------
54,599
cultures to replace xenografts, so that Physiomics could start to make predictions even before
---------------------
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
21,047
cancer.
25,759
At 30 June 2012
Net book value
30 June 2012
30 June 2011
14
27
5
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
Notes on the Financial Statements - continued
Chairman and Chief Executive Officer’s Statement
Directors’ Report - continued
11 PROPERTY PLANT AND EQUIPMENT
Cost
At 1 July 2011
Additions
At 30 June 2012
Depreciation
At 1 July 2011
Provided in the year
At 30 June 2012
Net book value
30 June 2012
30 June 2011
12 OTHER FINANCIAL ASSETS AND LIABILITIES
Trade and other receivables are as follows:
Trade receivables
Prepayments
Other receivables
Corporation tax recoverable
Trade and other payables are as follows:
Fixtures and
computers
£
47,473
1,907
---------------------
49,380
---------------------
40,000
3,153
---------------------
43,153
---------------------
6,227
7,473
2012
£
2011
£
27,500
35,531
26,383
32,460
------------------------
121,874
=============
-
37,225
26,084
41,394
------------------------
104,703
=============
Internal Control
Introduction
The Company values the views of its shareholders and recognises their interest in the Company’s
strategy, performance and the ability of the Board. The AGM provides an opportunity for two-way
communication and all shareholders are encouraged to attend and participate. Separate resolutions will
The vision and strategy for Physiomics remains unchanged, and the Company has made good
be put to shareholders at the AGM, giving them the opportunity to discuss matters of interest. The
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after
companies to utilise Virtual Tumour represents an important landmark in establishing the
each has been dealt with on a show of hands.
Company's technology platform in the drug discovery process in oncology. In addition to
The Company uses its website www.physiomics-plc.com as another means of providing information to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
shareholders and other interested parties. The website displays the annual report and accounts, interim
that our strategy is working. While the initial revenues for first projects are always modest,
results and other relevant announcements.
since these usually take the form of pilot studies, the Directors believe that there are good
Annual General Meeting
prospects for increased business and revenue flow from such customers. In particular, such
The Annual General Meeting of the Company will be held at the offices of Taylor Vinters LLP, Tower
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
42, 33rd Floor, 25 Old Broad Street, London, EC2N 1HQ at 11.00 am on 17 December 2012.
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
By order of the board
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
Dr Paul Harper
Chairman
14 November 2012
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
Technology Development
(i)
Virtual Tumour product improvements
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
84,600
9,905
17,535
-------------------------
112,040
==============
Trade payables of the Company were equivalent to 58 days of purchases (2011: 57 days). The directors
consider the carrying amount of trade payables approximates to their fair value.
Amounts payable relating to the purchase of goods and services
Other payables
Accruals
60,770
10,223
34,536
-------------------------
105,529
==============
28
13
5
Directors’ Report - continued
Accountability
The Board endeavours to present a balanced and comprehensible assessment of the Company’s
situation and prospects in all of its published statements, including interim reports, price-sensitive
announcements, reports to regulators and information supplied to comply with statutory requirements.
The Audit Committee consists of Christophe Chassagnole and Roger Jones and is chaired by Paul Harper.
The Committee meets at least three times per year to consider matters relating to the Company’s
financial position and financial reporting. The Audit Committee reviews the independence and
objectivity of the external auditors, as well as the amount of non-audit work undertaken by Shipleys
LLP to satisfy the Committee that this will not compromise their independence. Details of the fees paid
to Shipleys LLP during the current accounting period are given in note 3 to the accounts. There are no
areas of work where Shipleys LLP are prohibited from carrying out work.
Remuneration Committee
The Remuneration Committee has been established primarily to determine the remuneration, terms and
conditions of employment of the executive directors of the Company. The Committee comprises Mark
Chadwick and Roger Jones and is chaired by Paul Harper. It meets at least twice a year. The primary
concern of the Committee is to establish a system of rewards and incentives that aim to align the
interests of the executive directors with the long-term interests of the share-holders. These are based
on the achievement of both scientific and commercial milestones while taking no account the financial
position of the Company at this stage in its development. Any remuneration issues concerning non-
executive directors are resolved by this Committee and no director participates in decisions that
concern his own remuneration.
Going Concern
After making appropriate enquiries, the Directors have a reasonable expectation that the Company will
safeguard the Company’s assets. The risk management process and internal control systems are
designed to manage rather than eliminate the risk of failing to achieve business objectives and can only
provide reasonable, but not absolute, assurance against material misstatement or loss. The key features
of the Company’s system of internal control are as follows:
a clearly defined organisational structure and set of objectives
the executive directors play a significant role in the day to day operation of the business
detailed monthly management accounts are produced by an independent third party for the
Board to review and take appropriate action
Chairman and Chief Executive Officer’s Statement
Notes to the Financial Statements - continued
13 LOANS
Introduction
There were no loans with directors at 30 June 2011 and 30 June 2012.
Authorised:
14 SHARE CAPITAL
Ordinary shares of 0.04p each
2012
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
2011
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
Number
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
====================
======================
25,000,000,000
25,000,000,000
399,690
Number
249,856
149,834
51,730
£
£
----------------------
----------------------
Issued and fully paid:
Balance at 1 July 2010
Issue of share capital
As at 30 June 2011
Technology Development
451,420
399,690
(i)
Issue of share capital
Virtual Tumour product improvements
148,000
51,730
As at 30 June 2012
=================
The Company has one class of ordinary shares which carry no right to fixed income.
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
On 26 April 2012 the Company issued 370,000,000 ordinary shares of 0.04p at a price of 0.15p per
cancer.
ordinary share for working capital purposes.
=================
599,420
451,420
----------------------
----------------------
12
5
29
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
Notes to the Financial Statements - continued
15 CAPITAL RESERVES
Balance at 1 July 2010
Issue of share capital
Share issue costs
Share-based compensation
Balance at 30 June 2011
Issue of share capital
Share issue costs
Share-based compensation
Balance at 30 June 2012
Share premium
account
£
Share-based
compensation
reserve
£
Total
£
2,795,735
49,877
2,845,612
577,594
(37,500)
-
-
577,594
(37,500)
-
----------------------
3,335,829
21,394
----------------------
71,271
21,394
----------------------
3,407,100
407,000
(45,660)
-
-
407,000
(45,660)
-
----------------------
3,697,169
====================
9,296
----------------------
80,567
===================
9,296
----------------------
3,777,736
====================
The share premium account consists of proceeds from the issue of shares in excess of their par value
(which is included in the share capital account).
The share-based compensation reserve represents the credit arising on the charge for share options
calculated in accordance with IFRS 2.
16 RETAINED EARNINGS
Balance at 1 July 2010
Loss for the year
Balance at 30 June 2011
Loss for the year
Balance at 30 June 2012
17 CAPITAL COMMITMENTS
At 30 June 2011 and 30 June 2012 the Company had no capital commitments.
£
(2,458,477)
(644,532)
----------------------
(3,103,009)
(539,577)
----------------------
(3,642,586)
====================
Chairman and Chief Executive Officer’s Statement
Directors’ Report - continued
Payment policy
Introduction
The Company pays its suppliers as it would wish to be paid and supports initiatives aimed at ensuring
good practice in this area. Trade creditors of the Company were equivalent to 58 days purchases (2011:
The vision and strategy for Physiomics remains unchanged, and the Company has made good
57 days), based on the average daily amount invoiced by suppliers to the Company during the year.
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Post balance sheet events
companies to utilise Virtual Tumour represents an important landmark in establishing the
There are no material post balance sheet events.
Company's technology platform in the drug discovery process in oncology. In addition to
Statement as to disclosure of information to auditors
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
The directors in office on 14 November 2012 have confirmed that, as far as they are aware, there is no
that our strategy is working. While the initial revenues for first projects are always modest,
relevant audit information of which the auditors are unaware. Each of the directors have confirmed
since these usually take the form of pilot studies, the Directors believe that there are good
that they have taken all the steps that they ought to have taken as directors in order to make
prospects for increased business and revenue flow from such customers. In particular, such
themselves aware of any relevant audit information and to establish that it has been communicated to
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
the auditors.
modality in drug discovery programmes. In addition, growing the customer base has increased
Corporate Governance
our awareness of the potential for new decision and forecasting tools, leading us to develop
The Board of Directors is accountable to the Company’s shareholders for good corporate governance.
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
The company takes corporate governance seriously and the statement below sets out how the Board
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
apply the principles of good corporate governance.
this capability has been requested by most of our current and potential customers. The
Directors
Company has also developed two new products, namely its drug combinations and regimens
The Company supports the concept of an effective Board leading and controlling the Company. The
database and cardiac toxicity prediction model. These are designed to augment our credentials
Board is responsible for formulating and approving the strategy of the business and meets at least six
as a business committed to providing predictive tools to the pharma and healthcare Industry.
times per year. Various matters are specifically reserved for Board decision, ensuring that the Board
Such tools are used by professionals to improve the outcomes of drug design, development,
maintains full control over strategic, financial, organisational, risk and compliance issues. Management
combination dosing strategies and clinical outcomes.
supply the Board with appropriate and timely information, while the directors are encouraged to seek
any further information they consider necessary.
Technology Development
The Board comprises two executive directors, who fulfill the main operational roles in the Company,
and a non-executive Chairman. Due to the size of the Company, the Board does not consider the
(i)
Virtual Tumour product improvements
appointment of a senior non-executive director to be necessary. A full list of the directors is shown
above.
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
30
5
11
Chairman and Chief Executive Officer’s Statement
Notes to the Financial Statements - continued
18 SHARE BASED PAYMENT TRANSACTIONS
Introduction
Awarded
Cancelled
Exercised
in year
Granted
at 30 June 2011
7,499,453
5,624,590
11,856,584
Granted
at 30 June 2012
7,499,453
5,624,590
11,856,584
3,233,125
Christophe Chassagnole
Christophe Chassagnole
Christophe Chassagnole
Christophe Chassagnole
The vision and strategy for Physiomics remains unchanged, and the Company has made good
The Company operates a share option scheme under the Enterprise Management Initiative Scheme
progress towards its declared goals in the period. Signing up two new major pharmaceutical
(“EMI”). The following share options have been granted over ordinary shares of 0.04p each and remain
exercisable under the scheme:
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
Exercise price Expiry date
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
p
that our strategy is working. While the initial revenues for first projects are always modest,
06-Sep-17
0.383
since these usually take the form of pilot studies, the Directors believe that there are good
0.15
18-Dec-18
0.40
28-Feb-20
prospects for increased business and revenue flow from such customers. In particular, such
08-Nov-21
0.34
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
05-Dec-20
-4,996,125
modality in drug discovery programmes. In addition, growing the customer base has increased
08-Nov-21
our awareness of the potential for new decision and forecasting tools, leading us to develop
18-Dec-21
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
06-Sep-17
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
18-Dec-18
28-Feb-20
this capability has been requested by most of our current and potential customers. The
08-Nov-21
Company has also developed two new products, namely its drug combinations and regimens
-4,996,125
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Certain performance conditions for EMI share options are unmet at the date of these statements. All
Such tools are used by professionals to improve the outcomes of drug design, development,
other options are vested in full.
combination dosing strategies and clinical outcomes.
Other staff
Other staff
Other staff
Other staff
Total
Mark Chadwick
Mark Chadwick
Mark Chadwick
3,490,000
3,448,824
10,547,616
10,727,314
3,490,000
3,448,824
10,547,616
19,984,500
3,233,127
4,996,125
0.383
0.15
0.40
0.34
3,233,127
4,996,125
0.27
0.34
0.293
67,447,692
24,980,625
22,189,691
10,727,314
84,641,258
3,233,125
-
The Company also operates an unapproved share option scheme. The following share options have been
granted over ordinary shares of 0.04p each and remain exercisable under the scheme:
Technology Development
Directors’ remuneration
Details of Directors’ remuneration in the year ended 30 June 2012 is set out below:
(i)
Virtual Tumour product improvements
Granted
at 30 June 2011
Awarded
Exercised
in year
Cancelled
Granted
at 30 June 2012
Exercise price Expiry date
p
Paul Harper
Paul Harper
Paul Harper
Total
2,327,710
7,664,541
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
18-Dec-18
particular by reducing the data requirements to calibrate the model. The Company has begun
28-Feb-20
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
08-Nov-21
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
2,327,710
7,664,541
1,293,250
11,285,501
1,293,250
1,293,250
0.15
0.40
0.34
9,992,251
-
-
All performance conditions for unapproved options have been met and are vested in full.
The fair value of share options awarded during the year was determined using the Black-Scholes pricing
model. In addition to the information disclosed above, the assumptions employed in the pricing model
were as follows – expected volatility: 20%, expected dividends: nil, risk-free interest rate: 3.75% per
annum. Were performance conditions are unmet a probability of success factor has been applied to
such awards.
Virtual Tumour Clinical
(ii)
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
5
31
Directors’ Report - continued
Substantial shareholdings
The Company has been informed that on 30 June 2012 the following shareholders held substantial
holdings in the issued ordinary shares of the Company.
TD Direct Investing Nominees (Europe) Limited
Barclayshare Nominees Limited
HSDL Nominees Limited
XCAP Nominees Limited
LR Nominees Limited
HSBC Client Holdings Nominee (UK) Limited
James Capel (Nominees) Limited
Hargreaves Lansdown (Nominees) Limited
Dr Paul Harper
Investor Nominees Limited
Number of
Holding
Ordinary shares
%
261,269,879
17.4%
229,537,807
15.3%
179,966,502
12.0%
112,293,428
95,266,733
78,251,702
70,705,050
63,799,652
52,570,787
46,696,065
7.5%
6.4%
5.2%
4.7%
4.3%
3.5%
3.1%
No other person has reported an interest of more than 3% in the ordinary shares.
On 30 June 2012 Dr Mark Chadwick held 3,970,151 ordinary shares and Dr Christophe Chassagnole held
15,189,740 ordinary shares. The holding percentages were 0.26% and 1.01% respectively.
Emoluments
Benefits
Pension
£
£
contributions
Total
£
£
-
35,000
3,030
61,971
Dr P B Harper
Dr C D Chassagnole
35,000
58,941
Dr M P Chadwick
105,144
-
105,144
___________
______
___________
199,085
3,030
==========
======
==========
______
202,115
======
-
-
-
-
Total
10
Notes to the Financial Statements - continued
Chairman and Chief Executive Officer’s Statement
Directors’ Report - continued
19 FINANCIAL INSTRUMENTS
The Company’s financial instruments comprise cash and short term deposits. The Company has various
other financial instruments, such as trade debtors and creditors that arise directly from its operations,
which have been excluded from the disclosures other than the currency disclosures.
The main risks arising from the Company’s financial instruments are interest rate risk, liquidity risk and
foreign currency risk. The policies for managing these are regularly reviewed and agreed by the board.
It is and has been throughout the year under review, the Company’s policy that no trading in financial
instruments shall be undertaken.
Interest rate risk
The Company finances its operations by cash and short term deposits. The Company’s policy on interest
rate management is agreed at board level and is reviewed on an ongoing basis.
Other creditors, accruals and deferred income values do not bear interest.
Interest rate profile
The Company had no bank borrowings at the 30 June 2012.
Liquidity risk
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.
Fair values
Fair values of financial instruments equate to the best value as disclosed in the financial information.
There are no material differences between the fair value of financial instruments and the amount at
which they are stated in the financial statements.
20 RELATED PARTY TRANSACTIONS
Remuneration of key management personnel
The remuneration of the directors, who are the key management personnel of the Company, is set out
on page 10.
21 ULTIMATE CONTROLLING PARTY
The Company does not currently have an ultimate controlling party and did not have one in this reporting
year or the preceding reporting year.
Liquidity risk
Introduction
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.
The vision and strategy for Physiomics remains unchanged, and the Company has made good
Fair values
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Fair values of financial instruments equate to the best value as disclosed in the financial information.
companies to utilise Virtual Tumour represents an important landmark in establishing the
There are no material differences between the fair value of financial instruments and the amount at
Company's technology platform in the drug discovery process in oncology. In addition to
which they are stated in the financial statements.
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
Statement of Directors’ responsibilities
that our strategy is working. While the initial revenues for first projects are always modest,
The directors are responsible for preparing the Annual Report and the financial statements in
since these usually take the form of pilot studies, the Directors believe that there are good
accordance with applicable law and regulations.
prospects for increased business and revenue flow from such customers. In particular, such
UK company law requires the directors to prepare financial statements for the company in accordance
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
with International Financial Reporting Standards ("IFRS") as adopted by the EU. Company law requires
modality in drug discovery programmes. In addition, growing the customer base has increased
the directors to prepare such financial statements in accordance with IFRS, the Companies Act 2006 and
our awareness of the potential for new decision and forecasting tools, leading us to develop
Article 4 of the IAS Regulation.
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
The financial statements are required by law, and IFRS as adopted by the EU, to give a true and fair
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
view of the state of affairs of the company.
this capability has been requested by most of our current and potential customers. The
In preparing the company financial statements, the directors are required to:
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
a. select suitable accounting policies and then apply them consistently;
as a business committed to providing predictive tools to the pharma and healthcare Industry.
b. make judgements and estimates that are reasonable and prudent;
Such tools are used by professionals to improve the outcomes of drug design, development,
c. state whether they have been prepared in accordance with IFRS as adopted by the EU;
combination dosing strategies and clinical outcomes.
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume
Technology Development
that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable
(i)
Virtual Tumour product improvements
accuracy at any time the financial position of the company and to enable them to ensure that the
financial statements comply with the requirements of the Companies Act 2006.
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
They are also responsible for safeguarding the assets of the company and hence for taking reasonable
particular by reducing the data requirements to calibrate the model. The Company has begun
steps for the prevention and detection of fraud and other irregularities.
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
The directors are also responsible for the maintenance and integrity of the Physiomics Plc website.
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
32
5
9
The Directors submit their report and the audited financial statements of Physiomics Plc for the year
Directors’ Report
ended 30 June 2012.
Principal Activities and Performance Review
The Company is principally engaged in providing services to pharmaceutical companies in the areas of
outsourced systems and computational biology.
There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of
accumulated losses, and given the stage of the company’s development, the Directors are unable to
recommend the payment of a dividend.
Performance Indicators
The Directors consider that the key performance indicators are those that communicate the financial
performance and strength of the company as a whole, these being revenue, profitability and
shareholders’ funds.
The turnover of the Company increased to £135,306 (2011: £53,345)
• The operating loss was £577,922 (2011: £693,795)
• At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511)
The Company faces many risks on the way to building shareholder value. The process of winning major
contracts in a competitive environment is rarely simple and can be delayed for reasons outside the
Company’s control. This means the Company faces major uncertainties in its cash flow.
Future Risks
Addressing the Risks
The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding
to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen
until the anticipated income is achieved.
Interest rate risk
The Company finances its operations by cash and short term deposits. The Company’s policy on interest
rate management is agreed at board level and is reviewed on an ongoing basis.
Other creditors, accruals and deferred income values do not bear interest.
Interest rate profile
The Company had no bank borrowings at the 30 June 2012.
Chairman and Chief Executive Officer’s Statement
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting (AGM) of Physiomics Plc (the Company) will be held on 17
Introduction
December 2012 at 11.00am at the offices of Taylor Vinters LLP, Tower 42, 33rd Floor, 25 Old Broad Street, London,
EC2N 1HQ for the following purposes
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
SPECIAL BUSINESS
To consider and, if thought fit, pass the resolutions set out in paragraphs 4 to 6 (inclusive):
Ordinary resolution – power to allot securities
for the year ended 30 June 2012.
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
1. To receive and adopt the Directors’ and Auditor’s Report and the Company’s Financial Statements
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
2. To re-appoint Paul Harper as a Director of the Company.
since these usually take the form of pilot studies, the Directors believe that there are good
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the
prospects for increased business and revenue flow from such customers. In particular, such
conclusion of the next general meeting at which annual accounts of the Company are laid and to
authorise the Directors to fix their remuneration.
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
4. That the Directors be and they are generally and unconditionally authorised pursuant to section 551
of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot shares
this capability has been requested by most of our current and potential customers. The
in the Company, or to grant rights to subscribe for or to convert any security into shares in the
Company has also developed two new products, namely its drug combinations and regimens
Company (relevant securities), up to an aggregate nominal amount of £150,000 provided that this
database and cardiac toxicity prediction model. These are designed to augment our credentials
authority is for a period expiring at the next annual general meeting of the Company but the
Company may before such expiry make offers or agreements which would or might require relevant
as a business committed to providing predictive tools to the pharma and healthcare Industry.
securities to be allotted after such expiry and the Directors may allot relevant securities in
Such tools are used by professionals to improve the outcomes of drug design, development,
pursuance of such offer or agreement notwithstanding that the authority conferred by this
combination dosing strategies and clinical outcomes.
resolution has expired. This authority is in substitution for all previous authorities conferred on the
Directors in accordance with section 551 of the 2006 Act, but without prejudice to the allotment of
any shares already made or to be made pursuant to such authorities.
Technology Development
Special resolution – disapplication of pre-emption rights
Virtual Tumour product improvements
(i)
5. That subject to the passing of resolution 4 in the Notice the Directors be given the general power to
allot equity securities (as defined by section 560 of the Companies Act 2006 (the 2006 Act)) for
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
cash pursuant to the authority conferred by resolution 4 in the Notice as if section 561(1) of the
particular by reducing the data requirements to calibrate the model. The Company has begun
2006 Act did not apply to any such allotment, provided that this power shall be limited to the
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
allotment of equity securities:
cultures to replace xenografts, so that Physiomics could start to make predictions even before
in connection with an offer of such securities by way of rights or other pro-rata offer to
(a)
holders of ordinary shares in proportion (as nearly as may be practicable) to their respective
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
holdings of such shares, but subject to such exclusions or other arrangements as the Directors
looking to expand the collaboration to test multiple cell lines relevant to different types of
may deem necessary or expedient in relation to fractional entitlements, record dates or any
legal or practical problems under the laws of any territory, or the requirements of any
cancer.
regulatory body or stock exchange; and
8
5
33
(b)
(ii)
otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of
Virtual Tumour Clinical
£150,000;
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
and shall expire on the conclusion of the next annual general meeting of the Company after the passing
develop and calibrate the model using literature data, will allow us to evaluate the predictive
of this resolution, save that the Company may before such expiry, make offers or agreements which
would or might require equity securities to be allotted after such expiry and the Directors may allot
power of the model against known outcomes. The second phase involves using client data to
equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred
by this resolution has expired.
equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred
by this resolution has expired.
Chairman and Chief Executive Officer’s Statement
Chairman and Chief Executive Officer’s Statement - continued
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot
equity securities as if either section 89(1) of the 1985 Act or section 561(1) of the 2006 Act did not
apply but without prejudice to any allotment of equity securities already made or agreed to be made
pursuant to such authorities.
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot
equity securities as if either section 89(1) of the 1985 Act or section 561(1) of the 2006 Act did not
apply but without prejudice to any allotment of equity securities already made or agreed to be made
pursuant to such authorities.
Special resolution – notice period for general meetings
Special resolution – notice period for general meetings
6. That a general meeting of the Company, other than an annual general meeting, may be called on 14
6. That a general meeting of the Company, other than an annual general meeting, may be called on 14
clear days’ notice provided this authority expires at the conclusion of the next annual general
clear days’ notice provided this authority expires at the conclusion of the next annual general
meeting of the Company after the date of passing of this resolution.
meeting of the Company after the date of passing of this resolution.
By order of the Board
Roger Jones
Company Secretary
14 November 2012
By order of the Board
Roger Jones
Company Secretary
14 November 2012
NOTES
NOTES
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members
registered on the Company's register of members at:
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members
registered on the Company's register of members at:
•
•
•
•
6.00pm on 13 December 2012; or,
6.00pm on 13 December 2012; or,
if this Meeting is adjourned, at 6.00pm on the day two business days prior to the adjourned meeting,
if this Meeting is adjourned, at 6.00pm on the day two business days prior to the adjourned meeting,
shall be entitled to attend and vote at the Meeting.
shall be entitled to attend and vote at the Meeting.
If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or
2.
2.
If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or
any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting.
any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting.
You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
3. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in note 11) will not
prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
3. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in note 11) will not
prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to
appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy
form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the
Chairman) and give your instructions directly to them.
4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to
appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy
form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the
Chairman) and give your instructions directly to them.
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact
the Company.
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact
the Company.
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will
vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will
vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint
a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company's Registrars, Capita
Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and received no later than 11.00am on 13 December
2012.
7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint
a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company's Registrars, Capita
Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and received no later than 11.00am on 13 December
2012.
In the case of a member who is a company, the proxy must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company.
In the case of a member who is a company, the proxy must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company.
8.
In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at
8.
In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at
the meeting personally or by proxy, that one present whose name stands first on the register of members in respect of that share is
the meeting personally or by proxy, that one present whose name stands first on the register of members in respect of that share is
alone entitled to vote in respect of that share.
alone entitled to vote in respect of that share.
Introduction
While approaches to smaller biotechnology companies have not translated into revenue in the
period, they continue to be another important target in particular in the US. Nevertheless,
The vision and strategy for Physiomics remains unchanged, and the Company has made good
the company has signed a revenue sharing deal with ValiRx. This model provides the promise
of significant downstream revenues to augment the short-term service fees we typically
progress towards its declared goals in the period. Signing up two new major pharmaceutical
receive.
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
The Company is also seeking to expand its reach in the US and signed up a new business
development consultant, David Jobes, who is based on the East Coast.
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
Outlook
prospects for increased business and revenue flow from such customers. In particular, such
The directors believe the pharmaceutical market place remains in some disarray, with several
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
high-profile downsizing announcements coupled with regular strategy reviews which impact
modality in drug discovery programmes. In addition, growing the customer base has increased
on development priorities. The financial status of our nearest market, the EU, especially over
our awareness of the potential for new decision and forecasting tools, leading us to develop
the past year, is a factor that all fee-for-service providers must work with. We believe that our
menu driven approach to providing focused services has been a contributory factor to our
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
ability to add two new global pharma customers to our portfolio. The Company has also
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
successfully raised further equity funds and is expecting to be in a strong position to
this capability has been requested by most of our current and potential customers. The
contemplate corporate deal-making as well as progressing with development of its flagship
Company has also developed two new products, namely its drug combinations and regimens
product, Virtual Tumour Clinical.
database and cardiac toxicity prediction model. These are designed to augment our credentials
The Company is currently looking at opportunities to further strengthen its financial position
as a business committed to providing predictive tools to the pharma and healthcare Industry.
both to enable it to undertake corporate deals and for future working capital, if necessary. One
Such tools are used by professionals to improve the outcomes of drug design, development,
such option under consideration is a Standby Equity Distribution Agreement (SEDA) and a
combination dosing strategies and clinical outcomes.
further announcement will be made in due course if the Company enters into such an
arrangement.
Technology Development
In the short term, the most likely source of significant revenue growth is an extension of the
relationships with the existing customers and continuing to sign up new clients particularly
large pharmaceutical companies. In the longer term, the Company is planning to develop a
Virtual Tumour product improvements
(i)
potentially game-changing technology in Virtual Tumour Clinical. The Directors believe that
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
there is currently no adequate technology in the market that can optimise drug combination
dosing and scheduling for clinical trials, and certainly not for individual patients. This
particular by reducing the data requirements to calibrate the model. The Company has begun
represents an unmet need which Physiomics is uniquely positioned to exploit by developing its
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
existing technology.
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
Dr Paul Harper, Non-Executive Chairman
cancer.
Dr Mark Chadwick, Chief Executive Officer
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
34
34
5
7
Chairman and Chief Executive Officer’s Statement - continued
Chairman and Chief Executive Officer’s Statement
9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-
9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-
off time for receipt of proxy appointments (see below) also apply in relation to amended instructions; any amended proxy
off time for receipt of proxy appointments (see below) also apply in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be disregarded.
appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-
copy proxy form, please contact the Company at its registered office.
copy proxy form, please contact the Company at its registered office.
Introduction
The revocation notice must be received by the Company no later than 13 December 2012 at 11.00am.
The revocation notice must be received by the Company no later than 13 December 2012 at 11.00am.
If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of
The vision and strategy for Physiomics remains unchanged, and the Company has made good
proxies will take precedence.
proxies will take precedence.
progress towards its declared goals in the period. Signing up two new major pharmaceutical
10. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating
10. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating
companies to utilise Virtual Tumour represents an important landmark in establishing the
your intention to revoke your proxy appointment to the Company’s registered office. In the case of a member which is a company,
your intention to revoke your proxy appointment to the Company’s registered office. In the case of a member which is a company,
the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney
the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney
Company's technology platform in the drug discovery process in oncology. In addition to
for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy
for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
of such power or authority) must be included with the revocation notice.
of such power or authority) must be included with the revocation notice.
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the
prospects for increased business and revenue flow from such customers. In particular, such
paragraph directly below, your proxy appointment will remain valid.
paragraph directly below, your proxy appointment will remain valid.
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
11. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for
11. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for
our awareness of the potential for new decision and forecasting tools, leading us to develop
the Meeting and any adjournment of it by using the procedures described in the CREST Manual. In order for a proxy appointment
the Meeting and any adjournment of it by using the procedures described in the CREST Manual. In order for a proxy appointment
made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in
made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as
accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
described in the CREST Manual. The message must be transmitted so as to be received by Capita (ID RA10) not later than 48 hours
described in the CREST Manual. The message must be transmitted so as to be received by Capita (ID RA10) not later than 48 hours
before the time fixed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the
before the time fixed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the
this capability has been requested by most of our current and potential customers. The
timestamp applied to the message by the CREST Applications Host) from which Capita is able to retrieve the message by enquiry to
timestamp applied to the message by the CREST Applications Host) from which Capita is able to retrieve the message by enquiry to
Company has also developed two new products, namely its drug combinations and regimens
CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee
CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee
database and cardiac toxicity prediction model. These are designed to augment our credentials
through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular
through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular
messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the
messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the
as a business committed to providing predictive tools to the pharma and healthcare Industry.
responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by
responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by
Such tools are used by professionals to improve the outcomes of drug design, development,
means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the
means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
combination dosing strategies and clinical outcomes.
12. In order to be valid, any form of proxy, power of attorney or other authority under which it is signed, or a notarially certified
12. In order to be valid, any form of proxy, power of attorney or other authority under which it is signed, or a notarially certified
or office copy of such power or authority, must reach the Company’s Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham
or office copy of such power or authority, must reach the Company’s Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU not later than 48 hours before the time of the meeting.
Road, Beckenham, Kent BR3 4TU not later than 48 hours before the time of the meeting.
Technology Development
13. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its
13. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its
powers as a member provided that no more than one corporate representative exercises powers over the same share.
powers as a member provided that no more than one corporate representative exercises powers over the same share.
Virtual Tumour product improvements
(i)
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
14. You may not use any electronic address provided either in this notice of annual general meeting, or any related documents
14. You may not use any electronic address provided either in this notice of annual general meeting, or any related documents
(including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly
(including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly
particular by reducing the data requirements to calibrate the model. The Company has begun
stated.
stated.
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
15. On 14 November 2012, the Company's issued share capital comprised 1,498,550,074 ordinary shares of 0.04p each. Each
15. On 14 November 2012, the Company's issued share capital comprised 1,498,550,074 ordinary shares of 0.04p each. Each
cultures to replace xenografts, so that Physiomics could start to make predictions even before
ordinary share carries the right to vote at the AGM and, therefore, the total number of voting rights in the Company on 14
ordinary share carries the right to vote at the AGM and, therefore, the total number of voting rights in the Company on 14
November 2012 is 1,498,550,074 ordinary shares.
November 2012 is 1,498,550,074 ordinary shares.
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
16. The Directors' letters of appointment and service contracts will be available for inspection at Tower 42, 33rd Floor, 25 Old
16. The Directors' letters of appointment and service contracts will be available for inspection at Tower 42, 33rd Floor, 25 Old
Broad Street, London, EC2N 1HQ from 14 November 2012 until the time of the Meeting.
Broad Street, London, EC2N 1HQ from 14 November 2012 until the time of the Meeting.
cancer.
(ii)
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
6
5
35
35
calibrate and test the model. The third phase will be to use the calibrated model to guide
clinical decision-making on drug/drug combination dosing and scheduling.
(iii)
Drug combinations and regimens database
The database should be of interest to drug researchers and clinicians alike. It collates multiple
sources of data, both literature and proprietary, into an easily searchable web-based format.
The beta version of the database is completed and is now undergoing quality improvement,
data checking and testing internally. It expected to be released commercially in the 2013. The
database will be accessed by annual subscription.
(iv)
Cardiac toxicity prediction service
A new modelling platform has been implemented in-house to predict which drug candidates
are likely to exhibit toxic effects on the heart using only laboratory-based calibration data. This
is a particular problem in the industry, with several high profile failures in the past due to
cardiac toxicity. This technology has already been implemented and adopted by some large
pharmaceutical companies. Our new service will make the technology accessible to a broader
number of companies who lack expertise and resources for in-house implementation. In the
first phase, Physiomics has already implemented the modelling platform and started to
develop new functionalities in collaboration with our new Scientific Advisory Board member,
Dr Jonathan Swinton. The Company is now seeking collaborators who have data sets that can
be used to test and improve the platform. This new service should start commercially in 2013.
Business Development Strategy
The continuing strategy of the Company to target large pharmaceutical companies is starting
to bear fruit, as evidenced by the recent announcements. Our experience is that, once a pilot
study has been completed, such companies look to apply the technology to other projects. To
date, the pilot studies have led to successful validation by each of the companies concerned.
There is then an opportunity for Virtual Tumour to become part of the standard protocol used
by the company to evaluate the performance of their lead molecules. The pharmaceutical
company could then benefit from improved timelines and reduced cost relative to traditional
methods. The ultimate business goal is therefore to get a number of large pharma companies
to sign up for annual contracts covering a number of projects and then to extend this to the
use of Virtual Tumour Clinical to aid clinical trial design. Alternatively, granting non-exclusive
licenses to the technology has been discussed with some potential customers, although this is
not a short-term prospect.
The Company completed its first workshop at a conference which was highly successful. This
format included case study presentations and interactive discussions and will be repeated at
future relevant events.
Form of Proxy
Form of Proxy
Left Blank Intentionally
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
where indicated below (see notes below).
where indicated below (see notes below).
ORDINARY RESOLUTIONS
ORDINARY RESOLUTIONS
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
ended 30 June 2012.
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
2. To re-appoint Paul Harper as a Director.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
their remuneration.
their remuneration.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
SPECIAL RESOLUTIONS
SPECIAL RESOLUTIONS
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
notice.
notice.
For
For
Against Withheld
Against Withheld
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………….
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
NOTES
NOTES
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
more than one proxy to exercise rights attached to any one share. 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
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 is one of multiple instructions being given.
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
6. Any alteration to the form of proxy should be initialled.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
respect of that share.
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU not later than 48 hours before the time of the meeting.
4TU not later than 48 hours before the time of the meeting.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
precedence.
precedence.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
expressly stated.
expressly stated.
Chairman and Chief Executive Officer’s Statement
Chairman and Chief Executive Officer’s Statement
Introduction
Introduction
The vision and strategy for Physiomics remains unchanged, and the Company has made good
The vision and strategy for Physiomics remains unchanged, and the Company has made good
progress towards its declared goals in the period. Signing up two new major pharmaceutical
progress towards its declared goals in the period. Signing up two new major pharmaceutical
companies to utilise Virtual Tumour represents an important landmark in establishing the
companies to utilise Virtual Tumour represents an important landmark in establishing the
Company's technology platform in the drug discovery process in oncology. In addition to
Company's technology platform in the drug discovery process in oncology. In addition to
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
that our strategy is working. While the initial revenues for first projects are always modest,
that our strategy is working. While the initial revenues for first projects are always modest,
since these usually take the form of pilot studies, the Directors believe that there are good
since these usually take the form of pilot studies, the Directors believe that there are good
prospects for increased business and revenue flow from such customers. In particular, such
prospects for increased business and revenue flow from such customers. In particular, such
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
modality in drug discovery programmes. In addition, growing the customer base has increased
our awareness of the potential for new decision and forecasting tools, leading us to develop
our awareness of the potential for new decision and forecasting tools, leading us to develop
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
this capability has been requested by most of our current and potential customers. The
this capability has been requested by most of our current and potential customers. The
Company has also developed two new products, namely its drug combinations and regimens
Company has also developed two new products, namely its drug combinations and regimens
database and cardiac toxicity prediction model. These are designed to augment our credentials
database and cardiac toxicity prediction model. These are designed to augment our credentials
as a business committed to providing predictive tools to the pharma and healthcare Industry.
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Such tools are used by professionals to improve the outcomes of drug design, development,
Such tools are used by professionals to improve the outcomes of drug design, development,
combination dosing strategies and clinical outcomes.
combination dosing strategies and clinical outcomes.
Technology Development
Technology Development
(i)
(i)
Virtual Tumour product improvements
Virtual Tumour product improvements
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
particular by reducing the data requirements to calibrate the model. The Company has begun
particular by reducing the data requirements to calibrate the model. The Company has begun
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
cultures to replace xenografts, so that Physiomics could start to make predictions even before
cultures to replace xenografts, so that Physiomics could start to make predictions even before
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
looking to expand the collaboration to test multiple cell lines relevant to different types of
looking to expand the collaboration to test multiple cell lines relevant to different types of
cancer.
cancer.
(ii)
(ii)
Virtual Tumour Clinical
Virtual Tumour Clinical
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
develop and calibrate the model using literature data, will allow us to evaluate the predictive
develop and calibrate the model using literature data, will allow us to evaluate the predictive
power of the model against known outcomes. The second phase involves using client data to
power of the model against known outcomes. The second phase involves using client data to
36
36
5
5
Chairman’s Statement
Summary of Results in the year ended 30 June 2012
•
•
•
•
Fundraising in April 2012 generated cash of £555,000 before issue expenses.
The turnover of the Company more than doubled to £135,306 (2011: £53,345).
The operating loss reduced to £577,922 (2011: £693,795).
On 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511).
With a now fully validated Virtual Tumour technology, Physiomics has concentrated its efforts
on product extension, new product development and increasing the customer base.
In summary we have
Signed up our second top tier global pharma customer.
Signed up our third major pharma company, a top-five pharma company.
Initiated our development of Virtual Tumour Clinical to enable optimisation of drug
regimens in humans.
Commenced using client project data to develop Virtual Tumour Clinical.
Developed a new database product which allows users to rapidly search through pre-
clinical and clinical dosing regimens. This product is expected to be launched in 2013.
Developed a new model to predict drug cardiac toxicity based on laboratory data.
Identified a number of potential partners with the potential to join forces to increase the
scope of the company’s offerings.
Dr Paul Harper, Non-Executive Chairman
Chairman and Chief Executive Officer’s Statement - continued
Form of Proxy
Left Blank Intentionally
Form of Proxy
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
While approaches to smaller biotechnology companies have not translated into revenue in the
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
period, they continue to be another important target in particular in the US. Nevertheless,
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
the company has signed a revenue sharing deal with ValiRx. This model provides the promise
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
of significant downstream revenues to augment the short-term service fees we typically
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
receive.
where indicated below (see notes below).
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
where indicated below (see notes below).
For
Against Withheld
Against Withheld
The Company is also seeking to expand its reach in the US and signed up a new business
development consultant, David Jobes, who is based on the East Coast.
For
ORDINARY RESOLUTIONS
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
their remuneration.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
SPECIAL RESOLUTIONS
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
notice.
Outlook
ORDINARY RESOLUTIONS
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
their remuneration.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
SPECIAL RESOLUTIONS
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
notice.
The directors believe the pharmaceutical market place remains in some disarray, with several
high-profile downsizing announcements coupled with regular strategy reviews which impact
on development priorities. The financial status of our nearest market, the EU, especially over
the past year, is a factor that all fee-for-service providers must work with. We believe that our
menu driven approach to providing focused services has been a contributory factor to our
ability to add two new global pharma customers to our portfolio. The Company has also
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
successfully raised further equity funds and is expecting to be in a strong position to
………………………………………………………………………………………….
………………………………………………………………………………………….
contemplate corporate deal-making as well as progressing with development of its flagship
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
product, Virtual Tumour Clinical.
NOTES
NOTES
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
The Company is currently looking at opportunities to further strengthen its financial position
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
both to enable it to undertake corporate deals and for future working capital, if necessary. One
meeting in person, your proxy appointment will automatically be terminated.
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
such option under consideration is a Standby Equity Distribution Agreement (SEDA) and a
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
further announcement will be made in due course if the Company enters into such an
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
arrangement.
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
In the short term, the most likely source of significant revenue growth is an extension of 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
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
relationships with the existing customers and continuing to sign up new clients particularly
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
large pharmaceutical companies. In the longer term, the Company is planning to develop a
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
potentially game-changing technology in Virtual Tumour Clinical. The Directors believe that
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
there is currently no adequate technology in the market that can optimise drug combination
6. Any alteration to the form of proxy should be initialled.
6. Any alteration to the form of proxy should be initialled.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
dosing and scheduling for clinical trials, and certainly not for individual patients. This
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
represents an unmet need which Physiomics is uniquely positioned to exploit by developing its
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
existing technology.
respect of that share.
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU not later than 48 hours before the time of the meeting.
4TU not later than 48 hours before the time of the meeting.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
precedence.
precedence.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
expressly stated.
expressly stated.
Dr Mark Chadwick, Chief Executive Officer
Dr Paul Harper, Non-Executive Chairman
4
36
7
36
Form of Proxy
Form of Proxy
Directors’ Report
Left Blank Intentionally
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
For
For
R J Jones
Against Withheld
Against Withheld
DIRECTORS
Future Risks
REGISTERED OFFICE
Principal Activities and Performance Review
The Directors submit their report and the audited financial statements of Physiomics Plc for the year
ended 30 June 2012.
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
where indicated below (see notes below).
where indicated below (see notes below).
The Company is principally engaged in providing services to pharmaceutical companies in the areas of
outsourced systems and computational biology.
ORDINARY RESOLUTIONS
ORDINARY RESOLUTIONS
There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
SECRETARY
accumulated losses, and given the stage of the company’s development, the Directors are unable to
ended 30 June 2012.
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
2. To re-appoint Paul Harper as a Director.
recommend the payment of a dividend.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
Performance Indicators
their remuneration.
their remuneration.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
The Directors consider that the key performance indicators are those that communicate the financial
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
SPECIAL RESOLUTIONS
SPECIAL RESOLUTIONS
performance and strength of the company as a whole, these being revenue, profitability and
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
shareholders’ funds.
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
notice.
notice.
Dr P B Harper
Dr M P Chadwick
Dr C D Chassagnole
The turnover of the Company increased to £135,306 (2011: £53,345)
• The operating loss was £577,922 (2011: £693,795)
• At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511)
The Magdalen Centre
Robert Robinson Avenue
Oxford Science Park
Oxford
OX4 4GA
The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding
to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen
until the anticipated income is achieved.
The Company faces many risks on the way to building shareholder value. The process of winning major
contracts in a competitive environment is rarely simple and can be delayed for reasons outside the
Shipleys LLP
10 Orange Street
Company’s control. This means the Company faces major uncertainties in its cash flow.
Haymarket
London
WC2H 7DQ
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………….
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
NOTES
NOTES
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
more than one proxy to exercise rights attached to any one share. 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
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 is one of multiple instructions being given.
the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
The Company finances its operations by cash and short term deposits. The Company’s policy on interest
National Westminster Bank Plc
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
rate management is agreed at board level and is reviewed on an ongoing basis.
Woollen Hall
6. Any alteration to the form of proxy should be initialled.
6. Any alteration to the form of proxy should be initialled.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
Castle Way
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
Southampton
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
SO14 2DE
respect of that share.
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU not later than 48 hours before the time of the meeting.
4TU not later than 48 hours before the time of the meeting.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
precedence.
precedence.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
expressly stated.
expressly stated.
Other creditors, accruals and deferred income values do not bear interest.
The Company had no bank borrowings at the 30 June 2012.
Addressing the Risks
Interest rate profile
Interest rate risk
SOLICITOR
AUDITOR
BANKER
Taylor Vinters LLP
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
DIRECTORS
DIRECTORS
DIRECTORS
Dr P B Harper
Dr P B Harper
Dr P B Harper
Dr M P Chadwick
Dr M P Chadwick
Dr M P Chadwick
Dr C D Chassagnole
Dr C D Chassagnole
Dr C D Chassagnole
SECRETARY
SECRETARY
SECRETARY
R J Jones
R J Jones
R J Jones
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
The Magdalen Centre
The Magdalen Centre
Robert Robinson Avenue
Robert Robinson Avenue
Oxford Science Park
Oxford Science Park
Oxford
Oxford
OX4 4GA
OX4 4GA
The Magdalen Centre
Robert Robinson Avenue
Oxford Science Park
Oxford
OX4 4GA
AUDITOR
AUDITOR
AUDITOR
Shipleys LLP
Shipleys LLP
Shipleys LLP
10 Orange Street
10 Orange Street
10 Orange Street
Haymarket
Haymarket
Haymarket
London
London
London
WC2H 7DQ
WC2H 7DQ
WC2H 7DQ
BANKER
BANKER
BANKER
National Westminster Bank Plc
National Westminster Bank Plc
Woollen Hall
Woollen Hall
Castle Way
Castle Way
Southampton
Southampton
SO14 2DE
SO14 2DE
National Westminster Bank Plc
Woollen Hall
Castle Way
Southampton
SO14 2DE
SOLICITOR
SOLICITOR
SOLICITOR
Taylor Vinters LLP
Taylor Vinters LLP
Taylor Vinters LLP
Merlin Place,
Merlin Place,
Merlin Place,
Milton Road,
Milton Road,
Milton Road,
Cambridge
Cambridge
Cambridge
CB4 0DP
CB4 0DP
CB4 0DP
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
Kingdom.
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
8
36
36
Officers and Professional Advisers
Chairman and Chief Executive Officer’s Statement
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
DIRECTORS
Introduction
DIRECTORS
Dr P B Harper
Dr P B Harper
DIRECTORS
Dr M P Chadwick
DIRECTORS
Dr M P Chadwick
Chairman
Dr C D Chassagnole
Dr C D Chassagnole
Dr P B Harper
Chief Executive Officer
Dr M P Chadwick
Chief Operating Officer
SECRETARY
The vision and strategy for Physiomics remains unchanged, and the Company has made good
Chairman
Chairman
Chairman
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Chief Operating Officer
Chief Executive Officer
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
Chief Operating Officer
Dr P B Harper
companies to utilise Virtual Tumour represents an important landmark in establishing the
Chairman
R J Jones
R J Jones
SECRETARY
SECRETARY
Dr M P Chadwick
SECRETARY
Dr C D Chassagnole
Dr C D Chassagnole
Company's technology platform in the drug discovery process in oncology. In addition to
Officers and Professional Advisers
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
Officers and Professional Advisers
Officers and Professional Advisers
Chief Operating Officer
Chief Operating Officer
Chief Executive Officer
that our strategy is working. While the initial revenues for first projects are always modest,
REGISTERED OFFICE
Dr PB Harper, PhD
Paul Harper, PhD
REGISTERED OFFICE
since these usually take the form of pilot studies, the Directors believe that there are good
DIRECTORS
Dr Mark Chadwick, PhD, MBA
Mark Chadwick, PhD, MBA
DIRECTORS
prospects for increased business and revenue flow from such customers. In particular, such
DIRECTORS
Dr P B Harper
Chief Executive Officer
Chief Executive Officer
Chairman
R J Jones
R J Jones
Chairman
Chairman
DIRECTORS
Officers and Professional Advisers
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chairman
Chief Executive Officer
Officers and Professional Advisers
The Magdalen Centre
The Magdalen Centre
REGISTERED OFFICE
Robert Robinson Avenue
REGISTERED OFFICE
Robert Robinson Avenue
Oxford Science Park
Oxford Science Park
The Magdalen Centre
Oxford
Dr P B Harper
Dr M P Chadwick
Dr M P Chadwick
Dr C D Chassagnole
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
modality in drug discovery programmes. In addition, growing the customer base has increased
Chief Operating Officer
Dr C D Chassagnole
Dr M P Chadwick
Dr C D Chassagnole
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Dr P B Harper
Dr P B Harper
Dr M P Chadwick
our awareness of the potential for new decision and forecasting tools, leading us to develop
Dr C D Chassagnole
Chief Operating Officer
Oxford
OX4 4GA
The Magdalen Centre
Officers and Professional Advisers
Robert Robinson Avenue
Robert Robinson Avenue
Officers and Professional Advisers
Oxford Science Park
SECRETARY
SECRETARY
SECRETARY
OX4 4GA
SECRETARY
R J Jones
Oxford Science Park
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
R J Jones
Oxford
Oxford
DIRECTORS
OX4 4GA
AUDITOR
OX4 4GA
AUDITOR
DIRECTORS
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
R J Jones
this capability has been requested by most of our current and potential customers. The
REGISTERED OFFICE
REGISTRAR
REGISTRAR
R J Jones
REGISTRAR
REGISTRAR
REGISTRAR
Dr P B Harper
REGISTRAR
Shipleys LLP
Shipleys LLP
AUDITOR
Dr P B Harper
Dr M P Chadwick
10 Orange Street
AUDITOR
REGISTERED OFFICE
The Magdalen Centre
REGISTERED OFFICE
Capita Registrars
Capita Registrars
REGISTERED OFFICE
Capita Registrars
Company has also developed two new products, namely its drug combinations and regimens
Haymarket
10 Orange Street
Dr M P Chadwick
Dr C D Chassagnole
Capita Registrars
database and cardiac toxicity prediction model. These are designed to augment our credentials
The Magdalen Centre
Robert Robinson Avenue
Chief Executive Officer
Chief Operating Officer
The Registry
The Registry
The Registry
The Magdalen Centre
Haymarket
Dr Christophe Chassagnole, PhD
Christophe Chassagnole, PhD
Robert Robinson Avenue
Oxford Science Park
Dr C D Chassagnole
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Robert Robinson Avenue
The Magdalen Centre
Dr M P Chadwick
Capita Registrars
34 Beckenham Road
34 Beckenham Road
34 Beckenham Road
34 Beckenham Road
Chief Operating Officer
Roger Jones, FCCA
Roger Jones, FCCA
The Registry
Shipleys LLP
34 Beckenham Road
Dr P B Harper
SECRETARY
10 Orange Street
Chief Operating Officer
Chief Operating Officer
34 Beckenham Road
Oxford Science Park
Oxford
WC2H 7DQ
10 Orange Street
WC2H 7DQ
SECRETARY
Haymarket
Beckenham
Oxford
OX4 4GA
Beckenham
Beckenham
Robert Robinson Avenue
Oxford Science Park
Beckenham
Kent
Kent
Oxford Science Park
Oxford
Kent
Such tools are used by professionals to improve the outcomes of drug design, development,
Company secretary
Company Secretary
Dr C D Chassagnole
London
Shipleys LLP
London
Chairman
Capita Registrars
Capita Registrars
Chairman
Chief Executive Officer
REGISTRAR
The Registry
REGISTRAR
The Registry
DIRECTORS
Beckenham
Capita Registrars
Beckenham
Kent
The Registry
The Registry
Kent
BR3 2YU
34 Beckenham Road
34 Beckenham Road
BR3 2YU
Beckenham
Beckenham
SECRETARY
NOMINATED ADVISOR, BROKER REGISTRAR
OX4 4GA
Kent
AND FINANCIAL ADVISER
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
BR3 2YU
Capita Registrars
REGISTRAR
R J Jones
FINANCIAL ADVISER
FINANCIAL ADVISER
BR3 2YU
REGISTRAR
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
Kent
combination dosing strategies and clinical outcomes.
OX4 4GA
BR3 2YU
BR3 2YU
BR3 2YU
OX4 4GA
Oxford
Haymarket
R J Jones
London
Kent
London
BANKER
WC2H 7DQ
BANKER
R J Jones
REGISTERED OFFICE
WC2H 7DQ
BR3 2YU
REGISTERED OFFICE
Technology Development
AUDITOR
REGISTERED OFFICE
NOMINATED ADVISOR, BROKER AND
AUDITOR
FINANCIAL ADVISER
FINANCIAL ADVISER
FINANCIAL ADVISER
AUDITOR
BANKER
The Magdalen Centre
The Magdalen Centre
FINANCIAL ADVISER
National Westminster Bank Plc
National Westminster Bank Plc
The Magdalen Centre
Robert Robinson Avenue
10 Orange Street
Shipleys LLP
Shipleys LLP
Robert Robinson Avenue 11 St James's Square
Virtual Tumour product improvements
WH Ireland Limited
WH Ireland Limited
WH Ireland Limited
Shipleys LLP
Woollen Hall
WH Ireland Limited
AUDITOR
BANKER
(i)
WH Ireland Limited
NOMINATED ADVISOR, BROKER AND
REGISTERED OFFICE
NOMINATED ADVISOR, BROKER AND
WH Ireland Limited
Capita Registrars
The Registry
FINANCIAL ADVISER
11 St James's Square
FINANCIAL ADVISER
11 St James's Square
34BeckenhamRoad
Capita Registrars
The Registry
The Registry
34 Beckenham Road
The Magdalen Centre
Manchester
Manchester
Beckenham
11 St James's Square
11 St James's Square
11 St James's Square
10 Orange Street
Shipleys LLP
Manchester
Woollen Hall
Oxford
Castle Way
Robert Robinson Avenue
Oxford Science Park
WH Ireland Limited
10 Orange Street
Haymarket
Castle Way
Oxford Science Park
Oxford Science Park
National Westminster Bank Plc
11 St James's Square
National Westminster Bank Plc
Southampton
Southampton
Woollen Hall
Oxford, OX44GA
Manchester
WC2H 7DQ
OX4 4GA
London
London
Oxford
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
34 Beckenham Road
Beckenham
Haymarket
Manchester
Manchester
10 Orange Street
Manchester
Robert Robinson Avenue
WH Ireland Limited
Haymarket
particular by reducing the data requirements to calibrate the model. The Company has begun
Oxford Science Park
M2 3WH
M2 3WH
M2 3WH
Haymarket
London
M2 3WH
M2 3WH
M2 3WH
WH Ireland Limited
11 St James's Square
Kent, BR3 2YU
Beckenham
11 St James's Square
Kent
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
Manchester
Manchester
WC2H 7DQ
London
WC2H 7DQ
WC2H 7DQ
Kent
BR3 2YU
Oxford
BR3 2YU
OX4 4GA
Beckenham
Kent
Kent
BR3 2YU
M2 3WH
M2 3WH
REGISTRAR
REGISTRAR
Capita Registrars
Capita Registrars
The Registry
The Registry
34 Beckenham Road
34 Beckenham Road
Beckenham
cultures to replace xenografts, so that Physiomics could start to make predictions even before
NOMINATED ADVISOR, BROKER AND
REGISTRAR
BANKER
BR3 2YU
AUDITOR
BANKER
Taylor Vinters LLP
Bircham Dyson Bell LLP
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
National Westminster Bank Plc
Shipleys LLP
REGISTRAR
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
NOMINATED ADVISOR, BROKER AND
BANKER
Capita Registrars
FINANCIAL ADVISER
AUDITOR
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
BANKER
BANKER
SOLICITOR
Merlin Place,
50 Broadway
10 Orange Street
Shipleys LLP
looking to expand the collaboration to test multiple cell lines relevant to different types of
Willow Court , Minns Business Park
10 Orange Street
National Westminster Bank Plc
WH Ireland Limited
Capita Registrars
The Registry
National Westminster Bank Plc
Woollen Hall
7 West Way
National Westminster Bank Plc
Woollen Hall
Castle Way
Castle Way
Southampton
National Westminster Bank Plc
Woollen Hall
Oxford
Woollen Hall
Castle Way
Milton Road,
SW1H 0BLOX2 0JB
WC2H 7DQ
Cambridge
Southampton
SO14 2DE
Virtual Tumour Clinical
Castle Way
Southampton
Cambridge
CB4 0DP
(ii)
SO14 2DE
Southampton
SO14 2DE
The Registry
34 Beckenham Road
WH Ireland Limited
11 St James's Square
Shipleys LLP
Haymarket
34 Beckenham Road
Beckenham
Manchester
11 St James's Square
10 Orange Street
Beckenham
Kent
Kent
BR3 2YU
BR3 2YU
London
M2 3WH
Manchester
Haymarket
WC2H 7DQ
M2 3WH
London
WC2H 7DQ
FINANCIAL ADVISER
WH Ireland Limited
WH Ireland Limited
11 St James's Square
11 St James's Square
Manchester
Manchester
M2 3WH
M2 3WH
BANKER
CB4 0DP
BANKER
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
NOMINATED ADVISOR, BROKER AND
SOLICITOR
Kingdom.
Kingdom.
SO14 2DE
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
develop and calibrate the model using literature data, will allow us to evaluate the predictive
domiciled in UnitedKingdom.
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
power of the model against known outcomes. The second phase involves using client data to
National Westminster Bank Plc
FINANCIAL ADVISER
WH Ireland Limited
Taylor Vinters LLP
Taylor Vinters LLP
Taylor Vinters LLP
Merlin Place,
SOLICITOR
Kingdom.
BANKER
SOLICITOR
SOLICITOR
Taylor Vinters LLP
Merlin Place,
WH Ireland Limited
11 St James's Square
SO14 2DE
Woollen Hall
SO14 2DE
OX4 4GA
Castle Way
M2 3WH
Castle Way
Southampton
SOLICITOR
Southampton
SOLICITOR
SO14 2DE
AUDITOR
SOLICITOR
SO14 2DE
AUDITOR
Taylor Vinters LLP
Shipleys LLP
SOLICITOR
Merlin Place,
Milton Road,
Milton Road,
Haymarket
10 Orange Street
Taylor Vinters LLP
Westminster
Taylor Vinters LLP
Cambridge
Cambridge
cancer.
London
Haymarket
Merlin Place,
London
Merlin Place,
CB4 0DP
CB4 0DP
WC2H 7DQ
Milton Road,
London
Merlin Place,
Milton Road,
Milton Road,
Cambridge
Cambridge
CB4 0DP
CB4 0DP
3
11 St James's Square
Manchester
National Westminster Bank Plc
Manchester
M2 3WH
M2 3WH
3
3
3
Woollen Hall
Castle Way
Southampton
SO14 2DE
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
SOLICITOR
Taylor Vinters LLP
Kingdom.
Taylor Vinters LLP
Merlin Place,
Kingdom.
Kingdom.
National Westminster Bank Plc
Milton Road,
Woollen Hall
Merlin Place,
Woollen Hall
Castle Way
Milton Road,
Cambridge
Castle Way
Southampton
Cambridge
CB4 0DP
Southampton
SO14 2DE
CB4 0DP
3
SO14 2DE
SOLICITOR
SOLICITOR
Merlin Place,
Milton Road,
Milton Road,
Cambridge
Cambridge
CB4 0DP
CB4 0DP
Kingdom.
Taylor Vinters LLP
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
Kingdom.
3
5
3
3
3
3
3
Chairman
Chief Executive Officer
Chief Operating Officer
REGISTRAR
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 2YU
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
WH Ireland Limited
11 St James's Square
Manchester
M2 3WH
3
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
3
3
3
3
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Contents
Contents
Contents
Officers and Professional Advisers
Officers and Professional Advisers
Chairman’s Statement
Chairman’s Statement
Chairman and Chief Executive Officer’s Statement
Chairman and Chief Executive Officer’s Statement
Officers and Professional Advisers
The Directors' Report
The Directors' Report
Chairman’s Statement
Independent Auditor’s Report to the members
Independent Auditor’s Report to the members
Chairman and Chief Executive Officer’s Statement
Income Statement
Income Statement
The Directors' Report
Statement of financial position
Statement of financial position
Independent Auditor’s Report to the members
Statement of changes in equity
Statement of changes in equity
Income Statement
Cash Flow Statement
Cash Flow Statement
Statement of financial position
Notes on the Financial Statements
Notes on the Financial Statements
Statement of changes in equity
Notice of Annual General Meeting
Notice of Annual General Meeting
Cash Flow Statement
Form of Proxy
Form of Proxy
Notes on the Financial Statements
Notice of Annual General Meeting
Form of Proxy
3
3
4
4
5
5
3
8
8
4
14
14
5
16
16
8
17
17
14
18
18
16
19
19
17
20
20
18
33
33
19
36
36
20
33
36
Form of Proxy
Directors’ Report - continued
Form of Proxy
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
Liquidity risk
Fair values
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
The Company seeks to manage financial risk by ensuring that sufficient liquidity is available to meet
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
foreseeable needs and to invest cash assets safely and profitably.
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
where indicated below (see notes below).
Fair values of financial instruments equate to the best value as disclosed in the financial information.
There are no material differences between the fair value of financial instruments and the amount at
ORDINARY RESOLUTIONS
Against Withheld
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
which they are stated in the financial statements.
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
Statement of Directors’ responsibilities
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
The directors are responsible for preparing the Annual Report and the financial statements in
their remuneration.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
accordance with applicable law and regulations.
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
SPECIAL RESOLUTIONS
UK company law requires the directors to prepare financial statements for the company in accordance
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
with International Financial Reporting Standards ("IFRS") as adopted by the EU. Company law requires
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
the directors to prepare such financial statements in accordance with IFRS, the Companies Act 2006 and
notice.
Article 4 of the IAS Regulation.
For
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
Being a member/members of Physiomics Plc hereby appoint the chairman of the meeting or (see note 1 and 2)
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
□ (Please indicate here with an ‘X’ if this appointment is one of multiple appointments being made.)
as my/our proxy to attend and on a poll to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 17
December 2012 at 11.00am and at any adjournment thereof. I/we direct, by inserting a cross or other mark in the appropriate box below, how
my/our votes are to be cast on each of the resolutions to be proposed at the meeting as indicated below. If no indication is given, the proxy will
exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting. Please complete, sign and date this form
where indicated below (see notes below).
For
Against Withheld
ORDINARY RESOLUTIONS
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year
ended 30 June 2012.
2. To re-appoint Paul Harper as a Director.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the conclusion of
the next general meeting of the Company at which annual accounts are laid and to authorise the Directors to fix
their remuneration.
4. That the Directors be and they are generally and unconditionally authorised to exercise all the powers of the
Company to allot relevant securities up to an aggregate nominal amount of £150,000.
SPECIAL RESOLUTIONS
5. That the Directors be given the general power to allot equity securities for cash pursuant to the authority
conferred by the resolution 4 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment.
6. To authorise the Company to convene general meetings (other than annual general meetings) on 14 clear days’
notice.
The financial statements are required by law, and IFRS as adopted by the EU, to give a true and fair
Signature(s)……………………………………………………………………………………………………………………………………………………
view of the state of affairs of the company.
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
NOTES
In preparing the company financial statements, the directors are required to:
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
a. select suitable accounting policies and then apply them consistently;
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
b. make judgements and estimates that are reasonable and prudent;
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
c. state whether they have been prepared in accordance with IFRS as adopted by the EU;
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the
that the Company will continue in business.
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 is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
The directors are responsible for keeping proper accounting records which disclose with reasonable
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
accuracy at any time the financial position of the company and to enable them to ensure that the
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
financial statements comply with the requirements of the Companies Act 2006.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
They are also responsible for safeguarding the assets of the company and hence for taking reasonable
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
steps for the prevention and detection of fraud and other irregularities.
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
The directors are also responsible for the maintenance and integrity of the Physiomics Plc website.
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU not later than 48 hours before the time of the meeting.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
relation to the submission of a proxy appointment via CREST.
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
precedence.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
expressly stated.
Signature(s)……………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………….
Date …………………………………………………………………………………………………….………… 2012
NOTES
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you
will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. 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 is one of multiple instructions being given.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the
relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. Any alteration to the form of proxy should be initialled.
7. All forms of proxy should be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a Company, either under seal
or under hand of a duly authorised officer or attorney of the Company and returned in the same envelope.
8. In the case of joint holders the signature of any one holder is sufficient. If more than one joint holder of any share is present at the meeting
personally or by proxy, that one present whose name stands first on the register of members in respect of that share is alone entitled to vote in
respect of that share.
9. To be valid this form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of
authority must be lodged at the offices of the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU not later than 48 hours before the time of the meeting.
10. CREST members should use the CREST electronic proxy appointment service and refer to Note 10 of the Notice of Annual General Meeting in
relation to the submission of a proxy appointment via CREST.
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
precedence.
12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
13. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those
expressly stated.
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