Annual Report and Financial Statements
For the Year Ended 30 June 2014
Company Registration No. 4225086
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2
Contents
Officers and Professional Advisors
Chairman’s Statement
Chairman and Chief Executive Officer’s Statement
The Strategic Report
The Directors’ Report
Independent Auditor’s Report to the members
Income Statement
Statement of financial position
Statement of changes in equity
Cash Flow Statement
Notes on the Financial Statements
Notice of Annual General Meeting
Form of Proxy
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intentionally blank
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5
6
11
13
17
19
20
21
22
23
37
41
3
Form of Proxy
Form of Proxy
Directors’ Report
Left Blank Intentionally
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
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
Officers and Professional Advisers
AUDITOR
SECRETARY
BANKER
BANKER
BANKER
SECRETARY
SECRETARY
SECRETARY
R J Jones
R J Jones
R J Jones
Against Withheld
Against Withheld
AUDITOR
Introduction
DIRECTORS
DIRECTORS
DIRECTORS
DIRECTORS
SECRETARY
SECRETARY
SECRETARY
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
Officers and Professional Advisers
Officers and Professional Advisers
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
The Directors submit their report and the audited financial statements of Physiomics Plc for the year
Officers and Professional Advisers
Officers and Professional Advisers
DIRECTORS
DIRECTORS
Introduction
Dr P B Harper
Dr M P Chadwick
Dr C D Chassagnole
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
Chairman
Chief Executive Officer
Chief Operating Officer
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
For
For
Offi cers and Professional Advisors
Officers and Professional Advisers
Officers and Professional Advisers
The Company is principally engaged in providing services to pharmaceutical companies in the areas of
Officers and Professional Advisers
Officers and Professional Advisers
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
Officers and Professional Advisers
Officers and Professional Advisers
DIRECTORS
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
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
R J Jones
Officers and Professional Advisers
Chairman and Chief Executive Officer’s Statement
Officers and Professional Advisers
Officers and Professional Advisers
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
The turnover of the Company increased to £135,306 (2011: £53,345)
Chairman
Chairman
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
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
Officers and Professional Advisers
performance and strength of the company as a whole, these being revenue, profitability and
Officers and Professional Advisers
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’
ended 30 June 2012.
Principal Activities and Performance Review
where indicated below (see notes below).
where indicated below (see notes below).
outsourced systems and computational biology.
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.
recommend the payment of a dividend.
Performance Indicators
their remuneration.
their remuneration.
Form of Proxy
Form of Proxy
Directors’ Report
Left Blank Intentionally
Form of Proxy
Form of Proxy
Directors’ Report
Left Blank Intentionally
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.
Officers and Professional Advisers
Officers and Professional Advisers
Officers and Professional Advisers
ORDINARY RESOLUTIONS
ORDINARY RESOLUTIONS
where indicated below (see notes below).
where indicated below (see notes below).
outsourced systems and computational biology.
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
Officers and Professional Advisers
SPECIAL RESOLUTIONS
SPECIAL RESOLUTIONS
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)
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
of (block capital)…………………………………………………………………………………………………………………………………………………………………………………….……………………………..
The Directors submit their report and the audited financial statements of Physiomics Plc for the year
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
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)
DIRECTORS
DIRECTORS
DIRECTORS
shareholders’ funds.
DIRECTORS
DIRECTORS
Introduction
ended 30 June 2012.
□ (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
□ (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
notice.
notice.
DIRECTORS
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
………………………………………………………………………………………………………………………………………in respect of ………………………………………………………Ordinary Shares
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
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 C D Chassagnole
Dr C D Chassagnole
Dr M P Chadwick
Dr M P Chadwick
Dr M P Chadwick
Dr P B Harper
Dr P B Harper
Chairman
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
• The operating loss was £577,922 (2011: £693,795)
Dr M P Chadwick
DIRECTORS
Dr M P Chadwick
Principal Activities and Performance Review
Dr P B Harper
Dr P B Harper
DIRECTORS
Dr P B Harper
Dr P B Harper
Dr P B Harper
DIRECTORS
ended 30 June 2012.
DIRECTORS
DIRECTORS
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
I/We (block capital)……………………………………………………………………………………………………………….……………………….…………….……………..…….……………..………..……,
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
ORDINARY RESOLUTIONS
ORDINARY RESOLUTIONS
Dr C D Chassagnole
Dr C D Chassagnole
Dr C D Chassagnole
Dr M P Chadwick
………………………………………………………………………………………….
………………………………………………………………………………………….
Dr C D Chassagnole
For
For
Against Withheld
Against Withheld
Future Risks
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
There was a loss for the year after taxation amounting to £539,577 (2011 loss: £644,532). In view of
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
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
Dr C D Chassagnole
accumulated losses, and given the stage of the company’s development, the Directors are unable to
accumulated losses, and given the stage of the company’s development, the Directors are unable to
Dr C D Chassagnole
SECRETARY
SECRETARY
SECRETARY
SECRETARY
SECRETARY
ended 30 June 2012.
ended 30 June 2012.
ended 30 June 2012.
ended 30 June 2012.
NOTES
NOTES
2. To re-appoint Paul Harper as a Director.
2. To re-appoint Paul Harper as a Director.
recommend the payment of a dividend.
2. To re-appoint Paul Harper as a Director.
2. To re-appoint Paul Harper as a Director.
recommend the payment of a dividend.
R J Jones
R J Jones
R J Jones
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
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
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
R J Jones
Performance Indicators
their remuneration.
their remuneration.
Performance Indicators
their remuneration.
their remuneration.
meeting in person, your proxy appointment will automatically be terminated.
meeting in person, your proxy appointment will automatically be terminated.
REGISTERED OFFICE
REGISTERED OFFICE
REGISTERED OFFICE
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
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.
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.
The Magdalen Centre
REGISTERED OFFICE
REGISTERED OFFICE
Dr P B Harper
SPECIAL RESOLUTIONS
SPECIAL RESOLUTIONS
performance and strength of the company as a whole, these being revenue, profitability and
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
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
Robert Robinson Avenue
Robert Robinson Avenue
Robert Robinson Avenue
The Magdalen Centre
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.
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
shareholders’ funds.
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’
Oxford Science Park
Oxford Science Park
Oxford Science Park
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)
notice.
notice.
The turnover of the Company increased to £135,306 (2011: £53,345)
Oxford Science Park
Oxford
Oxford
Oxford
• The operating loss was £577,922 (2011: £693,795)
until the anticipated income is achieved.
OX4 4GA
OX4 4GA
OX4 4GA
Oxford
Oxford
Oxford Science Park
• The operating loss was £577,922 (2011: £693,795)
OX4 4GA
SPECIAL RESOLUTIONS
SPECIAL RESOLUTIONS
Addressing the Risks
The Magdalen Centre
The Magdalen Centre
The Magdalen Centre
• At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511)
OX4 4GA
R J Jones
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
• At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511)
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
Interest rate risk
………………………………………………………………………………………….
………………………………………………………………………………………….
Dr P B Harper
Chief Executive Officer
Dr P B Harper
Dr M P Chadwick
Chief Operating Officer
SECRETARY
Dr M P Chadwick
SECRETARY
Against Withheld
Against Withheld
For
For
R J Jones
R J Jones
R J Jones
R J Jones
SECRETARY
SECRETARY
REGISTERED OFFICE
Dr PB Harper, PhD
Paul Harper, PhD
REGISTERED OFFICE
DIRECTORS
DIRECTORS
R J Jones
R J Jones
Chairman
Chairman
The Magdalen Centre
REGISTERED OFFICE
Robert Robinson Avenue
REGISTERED OFFICE
Robert Robinson Avenue
Dr P B Harper
Oxford Science Park
Oxford Science Park
The Magdalen Centre
The Magdalen Centre
Oxford
Oxford
OX4 4GA
Robert Robinson Avenue
Robert Robinson Avenue
OX4 4GA
OX4 4GA
OX4 4GA
SECRETARY
Oxford
Oxford
Oxford Science Park
Oxford Science Park
SECRETARY
Oxford
Oxford
DIRECTORS
OX4 4GA
AUDITOR
OX4 4GA
AUDITOR
DIRECTORS
R J Jones
AUDITOR
AUDITOR
Future Risks
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
………………………………………………………………………………………….
………………………………………………………………………………………….
Future Risks
Date …………………………………………………………………………………………………….………… 2012
Date …………………………………………………………………………………………………….………… 2012
NOTES
NOTES
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
Dr M P Chadwick
Dr P B Harper
Shipleys LLP
Shipleys LLP
Shipleys LLP
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
10 Orange Street
10 Orange Street
10 Orange Street
Dr M P Chadwick
Dr C D Chassagnole
Capita Registrars
Shipleys LLP
10 Orange Street
10 Orange Street
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
6. Any alteration to the form of proxy should be initialled.
6. Any alteration to the form of proxy should be initialled.
Shipleys LLP
Shipleys LLP
Shipleys LLP
AUDITOR
AUDITOR
Dr P B Harper
REGISTRAR
AUDITOR
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
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
Haymarket
Haymarket
Haymarket
Haymarket
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
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
Addressing the Risks
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
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.
Haymarket
WC2H 7DQ
WC2H 7DQ
WC2H 7DQ
London
WC2H 7DQ
Interest rate profile
respect of that share.
respect of that share.
London
London
London
London
Haymarket
Haymarket
Haymarket
Haymarket
Haymarket
Dr C D Chassagnole
The Registry
Shipleys LLP
London
Shipleys LLP
London
SECRETARY
10 Orange Street
Chief Operating Officer
Chief Operating Officer
34 Beckenham Road
WC2H 7DQ
WC2H 7DQ
Oxford
WC2H 7DQ
10 Orange Street
WC2H 7DQ
SECRETARY
Beckenham
Oxford
OX4 4GA
London
London
Haymarket
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
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
The Company had no bank borrowings at the 30 June 2012.
WC2H 7DQ
R J Jones
London
4TU not later than 48 hours before the time of the meeting.
4TU not later than 48 hours before the time of the meeting.
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.
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
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
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
BANKER
R J Jones
REGISTERED OFFICE
WC2H 7DQ
BR3 2YU
OX4 4GA
London
BANKER
BANKER
Kent
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
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.
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
WC2H 7DQ
BANKER
REGISTERED OFFICE
AUDITOR
BANKER
BANKER
BANKER
BANKER
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
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
until the anticipated income is achieved.
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.
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
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
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
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
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
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
expressly stated.
expressly stated.
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.
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
Woollen Hall
Woollen Hall
Woollen Hall
National Westminster Bank Plc
National Westminster Bank Plc
National Westminster Bank Plc
Woollen Hall
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.
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.
Castle Way
Castle Way
Castle Way
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
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
Castle Way
Robert Robinson Avenue
Oxford Science Park
WH Ireland Limited
Haymarket
Castle Way
Oxford Science Park
11 St James's Square
Oxford Science Park
Haymarket
London
Oxford
The Magdalen Centre
Robert Robinson Avenue
Shipleys LLP
Southampton
Southampton
Castle Way
SO14 2DE
SO14 2DE
Castle Way
Castle Way
(i)
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
precedence.
precedence.
REGISTERED OFFICE
AUDITOR
The Magdalen Centre
The Magdalen Centre
FINANCIAL ADVISER
Shipleys LLP
BANKER
Interest rate risk
BANKER
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.
Interest rate profile
respect of that share.
respect of that share.
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
Castle Way
Southampton
Southampton
Southampton
Southampton
SO14 2DE
SO14 2DE
SO14 2DE
SO14 2DE
Southampton
OX4 4GA
Woollen Hall
Oxford, OX44GA
Manchester
Oxford
SO14 2DE
London
WC2H 7DQ
WC2H 7DQ
SOLICITOR
SOLICITOR
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.
SO14 2DE
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.
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
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
SOLICITOR
SOLICITOR
SOLICITOR
Interest rate profile
respect of that share.
respect of that share.
AUDITOR
AUDITOR
AUDITOR
AUDITOR
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.
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
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
precedence.
precedence.
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
Taylor Vinters LLP
relation to the submission of a proxy appointment via CREST.
relation to the submission of a proxy appointment via CREST.
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.
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
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
Taylor Vinters LLP
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
36
36
8
expressly stated.
expressly stated.
precedence.
precedence.
expressly stated.
expressly stated.
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
Kingdom.
Taylor Vinters LLP
Taylor Vinters LLP
Taylor Vinters LLP
Merlin Place,
Merlin Place,
Merlin Place,
Merlin Place,
Milton Road,
Milton Road,
Milton Road,
Milton Road,
Cambridge
Cambridge
Cambridge
Cambridge
CB4 0DP
CB4 0DP
CB4 0DP
CB4 0DP
Kingdom.
Kingdom.
Kingdom.
Kingdom.
36
36
8
36
36
8
Woollen Hall
SO14 2DE
OX4 4GA
Castle Way
M2 3WH
Castle Way
Southampton
SOLICITOR
Southampton
SOLICITOR
SO14 2DE
AUDITOR
SOLICITOR
SO14 2DE
AUDITOR
BANKER
BANKER
Taylor Vinters LLP
Taylor Vinters LLP
Shipleys LLP
SOLICITOR
Merlin Place,
SOLICITOR
Merlin Place,
50 Broadway
10 Orange Street
Shipleys LLP
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
Cambridge
Cambridge
Woollen Hall
CB4 0DP
CB4 0DP
Woollen Hall
Castle Way
Castle Way
Southampton
Milton Road,
SW1H 0BLOX2 0JB
WC2H 7DQ
Cambridge
Southampton
SO14 2DE
(ii)
Cambridge
CB4 0DP
CB4 0DP
BANKER
Kingdom.
Kingdom.
BANKER
Kingdom.
Kingdom.
SO14 2DE
SOLICITOR
SOLICITOR
Kingdom.
Kingdom.
Woollen Hall
Merlin Place,
Merlin Place,
Milton Road,
Woollen Hall
Castle Way
Milton Road,
Cambridge
Castle Way
Southampton
Cambridge
CB4 0DP
Southampton
SO14 2DE
CB4 0DP
3
Taylor Vinters LLP
Kingdom.
Taylor Vinters LLP
Merlin Place,
SO14 2DE
SOLICITOR
SOLICITOR
Merlin Place,
Milton Road,
Milton Road,
Cambridge
Cambridge
CB4 0DP
CB4 0DP
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.
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
Officers and Professional Advisers
Chairman
Dr P B Harper
Chairman and Chief Executive Officer’s Statement
DIRECTORS
Officers and Professional Advisers
The Magdalen Centre
Officers and Professional Advisers
The Magdalen Centre
Dr P B Harper
Dr M P Chadwick
The Magdalen Centre
The Magdalen Centre
The Magdalen Centre
Dr P B Harper
REGISTERED OFFICE
Robert Robinson Avenue
DIRECTORS
REGISTERED OFFICE
Robert Robinson Avenue
Dr M P Chadwick
Dr C D Chassagnole
The Magdalen Centre
Robert Robinson Avenue
Robert Robinson Avenue
Robert Robinson Avenue
Dr P B Harper
Dr M P Chadwick
Oxford Science Park
Officers and Professional Advisers
Oxford Science Park
Dr C D Chassagnole
Oxford Science Park
Oxford Science Park
Oxford Science Park
Robert Robinson Avenue
Officers and Professional Advisers
DIRECTORS
Dr M P Chadwick
The Magdalen Centre
Dr C D Chassagnole
Oxford
DIRECTORS
The Magdalen Centre
Officers and Professional Advisers
Oxford
Oxford Science Park
SECRETARY
Oxford
Oxford
Oxford
Dr C D Chassagnole
Robert Robinson Avenue
Chairman
OX4 4GA
Robert Robinson Avenue
Chairman
Officers and Professional Advisers
OX4 4GA
Chairman
Dr P B Harper
The vision and strategy for Physiomics remains unchanged, and the Company has made good
Chairman
SECRETARY
Oxford
OX4 4GA
OX4 4GA
OX4 4GA
Chairman
Dr P B Harper
Oxford Science Park
SECRETARY
The vision and strategy for Physiomics remains unchanged, and the Company has made good
Chief Executive Officer
Chairman
Dr P B Harper
Dr P B Harper
Dr P B Harper
DIRECTORS
Chief Executive Officer
Chief Executive Officer
Dr M P Chadwick
Oxford Science Park
Chief Executive Officer
DIRECTORS
Chief Executive Officer
Dr M P Chadwick
R J Jones
OX4 4GA
progress towards its declared goals in the period. Signing up two new major pharmaceutical
SECRETARY
Oxford
Chief Operating Officer
Chairman
Dr M P Chadwick
Dr M P Chadwick
Chief Executive Officer
Dr M P Chadwick
progress towards its declared goals in the period. Signing up two new major pharmaceutical
Chief Operating Officer
Dr C D Chassagnole
Chief Operating Officer
• At the 30 June 2012 the surplus of shareholders’ funds was £734,570 (2011: £755,511)
Oxford
Chief Operating Officer
Chief Operating Officer
Dr C D Chassagnole
Chairman
R J Jones
Signature(s)……………………………………………………………………………………………………………………………………………………
Signature(s)……………………………………………………………………………………………………………………………………………………
DIRECTORS
Chief Executive Officer
Chief Operating Officer
Dr C D Chassagnole
Dr C D Chassagnole
Dr C D Chassagnole
OX4 4GA
R J Jones
Chairman
Dr P B Harper
companies to utilise Virtual Tumour represents an important landmark in establishing the
Chairman
AUDITOR
companies to utilise Virtual Tumour represents an important landmark in establishing the
Chairman
Dr P B Harper
OX4 4GA
AUDITOR
Chief Executive Officer
Chief Operating Officer
REGISTERED OFFICE
DIRECTORS
Chief Executive Officer
Dr M P Chadwick
REGISTRAR
AUDITOR
REGISTRAR
AUDITOR
REGISTRAR
AUDITOR
R J Jones
SECRETARY
Chief Executive Officer
Company's technology platform in the drug discovery process in oncology. In addition to
Chief Executive Officer
Dr M P Chadwick
SECRETARY
Company's technology platform in the drug discovery process in oncology. In addition to
Chief Operating Officer
Chief Operating Officer
Dr C D Chassagnole
REGISTERED OFFICE
REGISTRAR
Dr P B Harper
REGISTERED OFFICE
Chief Operating Officer
Officers and Professional Advisers
Chief Operating Officer
Dr C D Chassagnole
Shipleys LLP
Officers and Professional Advisers
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
Shipleys LLP
signing Lilly Inc. earlier, adding two further top tier pharma companies this year would suggest
The Company faces many risks on the way to building shareholder value. The process of winning major
R J Jones
Dr P B Harper
The Magdalen Centre
Capita Registrars
Shipleys LLP
Shipleys LLP
Capita Registrars
Capita Registrars
Shipleys LLP
Dr M P Chadwick
REGISTERED OFFICE
AUDITOR
Officers and Professional Advisers
R J Jones
Officers and Professional Advisers
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
10 Orange Street
R J Jones
SECRETARY
AUDITOR
10 Orange Street
that our strategy is working. While the initial revenues for first projects are always modest,
contracts in a competitive environment is rarely simple and can be delayed for reasons outside the
that our strategy is working. While the initial revenues for first projects are always modest,
The Magdalen Centre
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.
Dr M P Chadwick
Robert Robinson Avenue
The Registry
10 Orange Street
The Registry
10 Orange Street
The Registry
10 Orange Street
Capita Registrars
Shipleys LLP
Dr C D Chassagnole
SECRETARY
The Magdalen Centre
DIRECTORS
Haymarket
REGISTERED OFFICE
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
Haymarket
Dr PB Harper, PhD
Dr Mark Chadwick, PhD, MBA
Dr Mark Chadwick, PhD, MBA
Dr Christophe Chassagnole, PhD
Mark Chadwick, PhD, MBA
Paul Harper, PhD
Mark Chadwick, PhD, MBA
Christophe Chassagnole, PhD
REGISTERED OFFICE
Robert Robinson Avenue
Oxford Science Park
10 Orange Street
The Registry
Dr C D Chassagnole
34 Beckenham Road
Haymarket
Haymarket
34 Beckenham Road
34 Beckenham Road
Haymarket
Company’s control. This means the Company faces major uncertainties in its cash flow.
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
The Magdalen Centre
Shipleys LLP
Robert Robinson Avenue
DIRECTORS
Dr P B Harper
E C King
Dr C D Chassagnole
Dr M P Chadwick
R J Jones
DIRECTORS
London
DIRECTORS
Shipleys LLP
London
Chief Executive Officer
Chairman
R J Jones
Chief Executive Officer
Chief Executive Officer
Chairman
Oxford Science Park
Chief Executive Officer
Oxford
34 Beckenham Road
Haymarket
Chief Operating Officer
London
Beckenham
London
Beckenham
Beckenham
London
SECRETARY
Dr P B Harper
Chairman
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
Robert Robinson Avenue
10 Orange Street
Oxford Science Park
DIRECTORS
Chairman
Chief Operating Officer
Chief Operating Offi cer
Chief Executive Offi cer
Chairman
prospects for increased business and revenue flow from such customers. In particular, such
DIRECTORS
prospects for increased business and revenue flow from such customers. In particular, such
WC2H 7DQ
The Magdalen Centre
10 Orange Street
The Magdalen Centre
WC2H 7DQ
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
Dr P B Harper
Dr M P Chadwick
Chief Executive Officer
The Magdalen Centre
The Magdalen Centre
The Magdalen Centre
Oxford
OX4 4GA
Beckenham
London
SECRETARY
Kent
WC2H 7DQ
Kent
WC2H 7DQ
Kent
WC2H 7DQ
Dr P B Harper
Chairman
REGISTERED OFFICE
Chairman
Dr M P Chadwick
Chief Executive Officer
Oxford Science Park
Haymarket
Oxford
Chairman
Dr P B Harper
Robert Robinson Avenue
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
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
REGISTERED OFFICE
Robert Robinson Avenue
prospects could arise from internal policy decisions to use Virtual Tumour as a standard
Haymarket
Chief Executive Officer
Dr M P Chadwick
Dr C D Chassagnole
Chief Operating Officer
Robert Robinson Avenue
Robert Robinson Avenue
Robert Robinson Avenue
Chairman
Dr P B Harper
Chief Executive Officer
Dr M P Chadwick
OX4 4GA
Dr M P Chadwick
Chief Executive Officer
Dr C D Chassagnole
Chief Operating Officer
BR3 2YU
BR3 2YU
BR3 2YU
Kent
WC2H 7DQ
R J Jones
Oxford Science Park
Chairman
Dr P B Harper
Oxford
Chief Executive Officer
Dr M P Chadwick
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
London
OX4 4GA
The Board addresses the financial uncertainties by careful budget monitoring and by quickly responding
Oxford Science Park
modality in drug discovery programmes. In addition, growing the customer base has increased
Chief Operating Officer
Dr C D Chassagnole
Oxford Science Park
Oxford Science Park
Oxford Science Park
London
Chief Executive Officer
Dr M P Chadwick
The Magdalen Centre
Chief Operating Officer
Dr C D Chassagnole
modality in drug discovery programmes. In addition, growing the customer base has increased
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.
Dr C D Chassagnole
Chief Operating Officer
REGISTERED OFFICE
NOMINATED ADVISOR, BROKER REGISTRAR
Oxford
BR3 2YU
R J Jones
Chief Executive Officer
Dr M P Chadwick
Chief Operating Officer
Dr C D Chassagnole
OX4 4GA
WC2H 7DQ
The Magdalen Centre
Officers and Professional Advisers
Oxford
BANKER
to variations. If there are delays in signing contracts then recruitment and capital expenditure is frozen
SECRETARY
Oxford
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
Officers and Professional Advisers
Chief Operating Officer
Dr C D Chassagnole
Robert Robinson Avenue
our awareness of the potential for new decision and forecasting tools, leading us to develop
WC2H 7DQ
BANKER
OX4 4GA
Chief Operating Officer
Dr C D Chassagnole
our awareness of the potential for new decision and forecasting tools, leading us to develop
Technology Development
AUDITOR
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
REGISTERED OFFICE
AND FINANCIAL ADVISER
Robert Robinson Avenue
Officers and Professional Advisers
OX4 4GA
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
SECRETARY
OX4 4GA
Officers and Professional Advisers
Oxford Science Park
SECRETARY
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
SECRETARY
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
Oxford Science Park
AUDITOR
REGISTERED OFFICE
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
FINANCIAL ADVISER
FINANCIAL ADVISER
Officers and Professional Advisers
AUDITOR
Virtual Tumour Clinical. It continues to be the view of the Directors that development of a
R J Jones
SECRETARY
Oxford
Officers and Professional Advisers
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.
SECRETARY
Oxford
WH Ireland Limited
The Magdalen Centre
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
Shipleys LLP
FINANCIAL ADVISER
The Magdalen Centre
R J Jones
DIRECTORS
AUDITOR
BANKER
OX4 4GA
R J Jones
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
National Westminster Bank Plc
REGISTRAR
AUDITOR
clinical version of Virtual Tumour will be a major source of future revenues, since a tool with
OX4 4GA
BANKER
REGISTRAR
AUDITOR
R J Jones
National Westminster Bank Plc
Virtual Tumour product improvements
(i)
REGISTRAR
REGISTERED OFFICE
DIRECTORS
REGISTRAR
REGISTRAR
REGISTRAR
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
Shipleys LLP
10 Orange Street
The Magdalen Centre
WH Ireland Limited
National Westminster Bank Plc
WH Ireland Limited
National Westminster Bank Plc
WH Ireland Limited
National Westminster Bank Plc
R J Jones
Robert Robinson Avenue
this capability has been requested by most of our current and potential customers. The
Shipleys LLP
Robert Robinson Avenue 11 St James's Square
REGISTRAR
Woollen Hall
REGISTERED OFFICE
REGISTRAR
REGISTRAR
REGISTRAR
R J Jones
this capability has been requested by most of our current and potential customers. The
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
Woollen Hall
REGISTERED OFFICE
REGISTRAR
Dr P B Harper
Chairman
The Company finances its operations by cash and short term deposits. The Company’s policy on interest
REGISTERED OFFICE
DIRECTORS
10 Orange Street
Haymarket
National Westminster Bank Plc
WH Ireland Limited
Robert Robinson Avenue
11 St James's Square
Woollen Hall
11 St James's Square
Woollen Hall
11 St James's Square
Woollen Hall
REGISTRAR
AUDITOR
REGISTERED OFFICE
Oxford Science Park
Capita Registrars
Shipleys LLP
Shipleys LLP
10 Orange Street
Company has also developed two new products, namely its drug combinations and regimens
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.
Castle Way
REGISTERED OFFICE
Capita Registrars
Shipleys LLP
Chairman
REGISTERED OFFICE
DIRECTORS
Oxford Science Park
Manchester
Chairman
Dr P B Harper
The Magdalen Centre
Shipleys LLP
Shipleys LLP
Shipleys LLP
Capita Registrars
Capita Registrars
Capita Registrars
Dr M P Chadwick
Chief Executive Officer
Castle Way
REGISTERED OFFICE
Capita Registrars
AUDITOR
REGISTRAR
Company has also developed two new products, namely its drug combinations and regimens
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
rate management is agreed at board level and is reviewed on an ongoing basis.
The Registry
10 Orange Street
Haymarket
London
Oxford Science Park
11 St James's Square
Woollen Hall
Manchester
Castle Way
Manchester
Castle Way
Manchester
Castle Way
Oxford
Capita Registrars
10 Orange Street
National Westminster Bank Plc
Haymarket
REGISTRAR
AUDITOR
The Registry
10 Orange Street
Capita Asset Services
Shipleys LLP
The Magdalen Centre
Chairman
The Magdalen Centre
Capita Registrars
Capita Registrars
Capita Registrars
database and cardiac toxicity prediction model. These are designed to augment our credentials
Chief Executive Officer
Southampton
REGISTERED OFFICE
REGISTRAR
The Magdalen Centre
Chief Executive Officer
Dr M P Chadwick
Robert Robinson Avenue
10 Orange Street
10 Orange Street
10 Orange Street
The Registry
The Registry
The Registry
Capita Registrars
Dr C D Chassagnole
Chief Operating Officer
The Magdalen Centre
Dr P B Harper
National Westminster Bank Plc
The Registry
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
Southampton
34 Beckenham Road
Haymarket
REGISTRAR
M2 3WH
Oxford, OX44GA
London
The Registry
WC2H 7DQ
Oxford
Castle Way
Manchester
M2 3WH
Southampton
M2 3WH
Southampton
M2 3WH
Southampton
OX4 4GA
database and cardiac toxicity prediction model. These are designed to augment our credentials
Haymarket
34 Beckenham Road
Haymarket
Woollen Hall
London
The Registry
10 Orange Street
Robert Robinson Avenue
The Magdalen Centre
Roger Jones, FCCA
Dr Christophe Chassagnole, PhD
Chief Executive Officer
Robert Robinson Avenue
The Registry
The Registry
The Registry
particular by reducing the data requirements to calibrate the model. The Company has begun
Chief Operating Officer
Roger Jones, FCCA
Christophe Chassagnole, PhD
Robert Robinson Avenue
SO14 2DE
Oxford Science Park
The Registry
The Magdalen Centre
Chief Operating Officer
Dr C D Chassagnole
Haymarket
34 Beckenham Road
34 Beckenham Road
34 Beckenham Road
Chairman
Dr P B Harper
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.
The Magdalen Centre
Capita Registrars
Shipleys LLP
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Robert Robinson Avenue
Dr M P Chadwick
34 Beckenham Road
Other creditors, accruals and deferred income values do not bear interest.
Woollen Hall
Beckenham
London
SO14 2DE
34 Beckenham Road
Capita Registrars
Shipleys LLP
WC2H 7DQ
London
Beckenham
OX4 4GA
SO14 2DE
SO14 2DE
SO14 2DE
M2 3WH
Southampton
Dr Christophe Chassagnole, PhD
Roger Jones, FCCA
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
34 Beckenham Road
Haymarket
Oxford Science Park
London
Christophe Chassagnole, PhD
Roger Jones, FCCA
Castle Way
WC2H 7DQ
Robert Robinson Avenue
Oxford Science Park
Chief Operating Officer
34 Beckenham Road
34 Beckenham Road
34 Beckenham Road
Oxford Science Park
Oxford
34 Beckenham Road
Company secretary
Chief Operating Officer
London
Beckenham
Beckenham
Beckenham
SECRETARY
The Magdalen Centre
Capita Registrars
as a business committed to providing predictive tools to the pharma and healthcare Industry.
Robert Robinson Avenue
Chief Executive Officer
Dr M P Chadwick
Robert Robinson Avenue
10 Orange Street
The Registry
Oxford Science Park
Dr C D Chassagnole
Company Secretary
Chief Operating Officer
Beckenham
WC2H 7DQ
Kent
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
Such tools are used by professionals to improve the outcomes of drug design, development,
Castle Way
Capita Registrars
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
The Registry
10 Orange Street
Beckenham
WC2H 7DQ
Kent
Beckenham
London
Oxford
SO14 2DE
Oxford Science Park
Oxford
OX4 4GA
Company secretary
Beckenham
Beckenham
Beckenham
Beckenham
SECRETARY
WC2H 7DQ
Kent
Kent
Kent
WC2H 7DQ
Southampton
Oxford Science Park
Robert Robinson Avenue
The Registry
34 Beckenham Road
Haymarket
Oxford Science Park
Oxford
Chief Operating Officer
Dr C D Chassagnole
Company Secretary
SOLICITOR
BR3 2YU
Kent
Such tools are used by professionals to improve the outcomes of drug design, development,
34 Beckenham Road
Haymarket
Southampton
The Registry
BR3 2YU
SOLICITOR
Kent
combination dosing strategies and clinical outcomes.
BR3 2YU
WC2H 7DQ
OX4 4GA
cultures to replace xenografts, so that Physiomics could start to make predictions even before
OX4 4GA
BR3 2YU
BR3 2YU
BR3 2YU
Kent
R J Jones
BANKER
Kent
Kent
Kent
SOLICITOR
SOLICITOR
SOLICITOR
SOLICITOR
BANKER
AUDITOR
Oxford
Beckenham
London
OX4 4GA
SECRETARY
Oxford Science Park
34 Beckenham Road
Oxford
SO14 2DE
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
BR3 2YU
Beckenham
London
34 Beckenham Road
SO14 2DE
BR3 2YU
combination dosing strategies and clinical outcomes.
REGISTERED OFFICE
NOMINATED ADVISOR, BROKER REGISTRAR
BR3 2YU
R J Jones
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
OX4 4GA
BR3 2YU
BR3 2YU
BR3 2YU
Kent
WC2H 7DQ
BANKER
Oxford
AUDITOR
SOLICITOR
Beckenham
OX4 4GA
SECRETARY
NOMINATED ADVISOR, BROKER AND
BANKER
BANKER
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
Bircham Dyson Bell LLP
National Westminster Bank Plc
Taylor Vinters LLP
Kent
WC2H 7DQ
NOMINATED ADVISOR, BROKER AND
BANKER
Beckenham
Technology Development
AUDITOR
REGISTRAR
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
REGISTERED OFFICE
Capita Registrars
AND FINANCIAL ADVISER
Taylor Vinters LLP
NOMINATED ADVISOR, BROKER REGISTRAR
BR3 2YU
R J Jones
OX4 4GA
Kent
FINANCIAL ADVISER
Taylor Vinters LLP
Taylor Vinters LLP
Taylor Vinters LLP
Shipleys LLP
BANKER
SOLICITOR
NOMINATED ADVISOR, BROKER AND
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
BR3 2YU
FINANCIAL ADVISER
Merlin Place,
Kent
NOMINATED ADVISOR, BROKER AND
REGISTRAR
AUDITOR
REGISTERED OFFICE
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
FINANCIAL ADVISER
FINANCIAL ADVISER
looking to expand the collaboration to test multiple cell lines relevant to different types of
AUDITOR
REGISTRAR
SOLICITOR
50 Broadway
Willow Court , Minns Business Park
Merlin Place,
REGISTRAR
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
Capita Registrars
AND FINANCIAL ADVISER
BR3 2YU
R J Jones
National Westminster Bank Plc
Taylor Vinters LLP
Shipleys LLP
Merlin Place,
Merlin Place,
Merlin Place,
10 Orange Street
FINANCIAL ADVISER
The Magdalen Centre
WH Ireland Limited
The Registry
BR3 2YU
Milton Road,
Capita Registrars
Shipleys LLP
FINANCIAL ADVISER
The Magdalen Centre
FINANCIAL ADVISER
AUDITOR
REGISTRAR
NOMINATED ADVISOR, BROKER AND
BANKER
REGISTERED OFFICE
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
REGISTRAR
FINANCIAL ADVISER
FINANCIAL ADVISER
FINANCIAL ADVISER
National Westminster Bank Plc
WH Ireland Limited
Milton Road,
AUDITOR
REGISTRAR
cancer.
NOMINATED ADVISOR, BROKER AND
BANKER
National Westminster Bank Plc
National Westminster Bank Plc
WH Ireland Limited
10 Orange Street
Woollen Hall
Merlin Place,
Milton Road,
Milton Road,
Milton Road,
Virtual Tumour product improvements
Haymarket
Westminster
7 West Way
(i)
Taylor Vinters LLP
National Westminster Bank Plc
Capita Registrars
Shipleys LLP
10 Orange Street
The Registry
The Magdalen Centre
National Westminster Bank Plc
National Westminster Bank Plc
WH Ireland Limited
WH Ireland Limited
National Westminster Bank Plc
WH Ireland Limited
Robert Robinson Avenue
Shipleys LLP
Capita Registrars
FINANCIAL ADVISER
Cambridge
Robert Robinson Avenue 11 St James's Square
34BeckenhamRoad
WH Ireland Limited
The Registry
SOLICITOR
NOMINATED ADVISOR, BROKER
BANKER
11 St James's Square
Woollen Hall
Capita Registrars
Taylor Vinters LLP
REGISTRAR
AUDITOR
NOMINATED ADVISOR, BROKER AND
REGISTERED OFFICE
Cambridge
FINANCIAL ADVISER
11 St James's Square
Woollen Hall
WH Ireland Limited
National Westminster Bank Plc
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.
Woollen Hall
Haymarket
Castle Way
Milton Road,
Cambridge
Cambridge
Cambridge
London
10 Orange Street
The Registry
34 Beckenham Road
Haymarket
WH Ireland Limited
Robert Robinson Avenue
National Westminster Bank Plc
11 St James's Square
Woollen Hall
Woollen Hall
11 St James's Square
Woollen Hall
11 St James's Square
Oxford Science Park
Merlin Place,
Woollen Hall
NOMINATED ADVISOR, BROKER AND
Shipleys LLP
Capita Registrars
The Registry
10 Orange Street
The Magdalen Centre
WH Ireland Limited
National Westminster Bank Plc
Virtual Tumour product improvements
AND FINANCIAL ADVISER
CB4 0DP
Castle Way
Manchester
London
Oxford
Capita Registrars
The Registry
10 Orange Street
WH Ireland Limited
WH Ireland Limited
WH Ireland Limited
Beckenham
Oxford Science Park
Manchester
Capita Registrars
Shipleys LLP
FINANCIAL ADVISER
Merlin Place,
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
Robert Robinson Avenue 11 St James's Square
34BeckenhamRoad
CB4 0DP
Manchester
Castle Way
Taylor Vinters LLP
National Westminster Bank Plc
11 St James's Square
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
Castle Way
Manchester
Manchester
Oxford
Castle Way
London
Southampton
CB4 0DP
CB4 0DP
CB4 0DP
Cambridge
WC2H 7DQ
10 Orange Street
The Registry
WH Ireland Limited
National Westminster Bank Plc
Haymarket
34 Beckenham Road
Robert Robinson Avenue
FINANCIAL ADVISER
Woollen Hall
Milton Road,
Castle Way
11 St James's Square
Southampton
M2 3WH
The Registry
10 Orange Street
34 Beckenham Road
11 St James's Square
11 St James's Square
11 St James's Square
Capita Registrars
Shipleys LLP
WH Ireland Limited
National Westminster Bank Plc
The Registry
10 Orange Street
The Magdalen Centre
M2 3WH
Southampton
Merlin Place,
WH Ireland Limited
Woollen Hall
Milton Road,
Manchester
Kent, BR3 2YU
Oxford, OX44GA
M2 3WH
SW1H 0BLOX2 0JB
Beckenham
London
Kent
WC2H 7DQ
Oxford
Manchester
M2 3WH
Southampton
Southampton
M2 3WH
M2 3WH
Southampton
OX4 4GA
Haymarket
34 Beckenham Road
11 St James's Square
Woollen Hall
Beckenham
London
Manchester
Beckenham
Oxford Science Park
Southampton
SO14 2DE
CB4 0DP
WC2H 7DQ
particular by reducing the data requirements to calibrate the model. The Company has begun
Manchester
Castle Way
SO14 2DE
Cambridge
Southampton
Virtual Tumour Clinical
Physiomics is constantly striving to improve the value-adding capability of Virtual Tumour, in
34 Beckenham Road
Beckenham
Manchester
Manchester
Manchester
(ii)
11 St James's Square
Woollen Hall
The Registry
10 Orange Street
SO14 2DE
WH Ireland Limited
National Westminster Bank Plc
34 Beckenham Road
Haymarket
Robert Robinson Avenue
Milton Road,
11 St James’s Square
Castle Way
Kent
WC2H 7DQ
Cambridge
M2 3WH
BR3 2YU
OX4 4GA
SO14 2DE
M2 3WH
Beckenham
London
Manchester
Castle Way
WC2H 7DQ
Kent
Oxford
WH Ireland Limited
National Westminster Bank Plc
SO14 2DE
M2 3WH
Southampton
CB4 0DP
SO14 2DE
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
Kent, BR3 2YU
M2 3WH
Beckenham
Manchester
Castle Way
Kent
M2 3WH
M2 3WH
M2 3WH
34 Beckenham Road
Haymarket
11 St James's Square
London
Beckenham
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Oxford Science Park
Cambridge
Manchester
Southampton
particular by reducing the data requirements to calibrate the model. The Company has begun
BR3 2YU
WC2H 7DQ
Kent
BR3 2YU
Southampton
M2 3WH
CB4 0DP
OX4 4GA
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
11 St James's Square
SOLICITOR
SOLICITOR
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
BANKER
M2 3WH
Southampton
SO14 2DE
Kent
BR3 2YU
SOLICITOR
Beckenham
London
Manchester
Kent
WC2H 7DQ
Oxford
CB4 0DP
M2 3WH
SO14 2DE
cultures to replace xenografts, so that Physiomics could start to make predictions even before
Kingdom.
NOMINATED ADVISOR, BROKER AND
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
BANKER
SOLICITOR
AUDITOR
REGISTRAR
AUDITOR
BR3 2YU
SO14 2DE
Physiomics Plc is a limited liability company incorporated in England & Wales and
a collaboration with the Swiss company, InSphero, aimed at using in vitro 3D ‘spheroid’
Kingdom.
Manchester
SO14 2DE
SOLICITOR
Kingdom.
Kingdom.
Kingdom.
BANKER
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
BR3 2YU
SOLICITOR
Kent
WC2H 7DQ
BR3 2YU
M2 3WH
OX4 4GA
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
REGISTRAR
AUDITOR
BANKER
NOMINATED ADVISOR, BROKER AND
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
National Westminster Bank Plc
Shipleys LLP
Bircham Dyson Bell LLP
Taylor Vinters LLP
M2 3WH
develop and calibrate the model using literature data, will allow us to evaluate the predictive
Taylor Vinters LLP
domiciled in UnitedKingdom.
cultures to replace xenografts, so that Physiomics could start to make predictions even before
NOMINATED ADVISOR, BROKER AND
Taylor Vinters LLP
Kingdom.
BANKER
AUDITOR
REGISTRAR
BR3 2YU
FINANCIAL ADVISER
SOLICITOR
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Capita Registrars
Shipleys LLP
BANKER
NOMINATED ADVISOR, BROKER AND
SOLICITOR
FINANCIAL ADVISER
AUDITOR
Merlin Place,
looking to expand the collaboration to test multiple cell lines relevant to different types of
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
SOLICITOR
Willow Court , Minns Business Park
10 Orange Street
50 Broadway
Merlin Place,
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
REGISTRAR
National Westminster Bank Plc
WH Ireland Limited
Taylor Vinters LLP
Capita Registrars
Shipleys LLP
The Registry
10 Orange Street
Merlin Place,
National Westminster Bank Plc
NOMINATED ADVISOR, BROKER AND
BANKER
FINANCIAL ADVISER
power of the model against known outcomes. The second phase involves using client data to
Kingdom.
Taylor Vinters LLP
xenograft experiments are initiated. To date the collaborators have tested one cell line and are
Shipleys LLP
National Westminster Bank Plc
Milton Road,
Milton Road,
Kingdom.
cancer.
National Westminster Bank Plc
WH Ireland Limited
FINANCIAL ADVISER
The Registry
10 Orange Street
Woollen Hall
11 St James's Square
34 Beckenham Road
Haymarket
Capita Registrars
Westminster
Haymarket
7 West Way
BANKER
NOMINATED ADVISOR, BROKER AND
Taylor Vinters LLP
WH Ireland Limited
National Westminster Bank Plc
FINANCIAL ADVISER
Shipleys LLP
AUDITOR
REGISTRAR
Merlin Place,
National Westminster Bank Plc
Milton Road,
Woollen Hall
Taylor Vinters LLP
Merlin Place,
Cambridge
looking to expand the collaboration to test multiple cell lines relevant to different types of
Taylor Vinters LLP
10 Orange Street
Willow Court , Minns Business Park
Cambridge
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in
11 St James's Square
Woollen Hall
34 Beckenham Road
Haymarket
Castle Way
Manchester
Beckenham
London
National Westminster Bank Plc
WH Ireland Limited
Capita Registrars
The Registry
National Westminster Bank Plc
WH Ireland Limited
Merlin Place,
Woollen Hall
11 St James's Square
10 Orange Street
FINANCIAL ADVISER
Milton Road,
CB4 0DP
Cambridge
Woollen Hall
Castle Way
London
Oxford
London
Merlin Place,
Milton Road,
Merlin Place,
CB4 0DP
Manchester
Castle Way
Beckenham
London
M2 3WH
Southampton
Kent
WC2H 7DQ
United Kingdom.
WH Ireland Limited
National Westminster Bank Plc
Woollen Hall
11 St James's Square
The Registry
11 St James's Square
Milton Road,
Manchester
Castle Way
Haymarket
34 Beckenham Road
7 West Way
Haymarket
WH Ireland Limited
National Westminster Bank Plc
Shipleys LLP
Cambridge
CB4 0DP
Castle Way
Southampton
Milton Road,
Milton Road,
Cambridge
SW1H 0BLOX2 0JB
WC2H 7DQ
3
Southampton
M2 3WH
SO14 2DE
WC2H 7DQ
Kent
BR3 2YU
Castle Way
Manchester
Cambridge
M2 3WH
Southampton
London
11 St James's Square
34 Beckenham Road
Manchester
Beckenham
Virtual Tumour Clinical
WH Ireland Limited
National Westminster Bank Plc
11 St James's Square
Woollen Hall
(ii)
10 Orange Street
London
Oxford
Cambridge
CB4 0DP
Southampton
SO14 2DE
Cambridge
CB4 0DP
SO14 2DE
BR3 2YU
M2 3WH
Southampton
CB4 0DP
SO14 2DE
WC2H 7DQ
Manchester
Beckenham
M2 3WH
Kent
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
11 St James's Square
Woollen Hall
Manchester
Castle Way
Haymarket
CB4 0DP
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
SO14 2DE
CB4 0DP
SOLICITOR
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
NOMINATED ADVISOR, BROKER AND
BANKER
WC2H 7DQ
SO14 2DE
M2 3WH
Kent
BR3 2YU
Kingdom.
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
Manchester
Castle Way
M2 3WH
Southampton
London
Physiomics Plc is a limited liability company incorporated in England & Wales and
Virtual Tumour Clinical
Kingdom.
SOLICITOR
Kingdom.
NOMINATED ADVISOR, BROKER AND
BANKER
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
FINANCIAL ADVISER
SOLICITOR
SOLICITOR
4
BR3 2YU
M2 3WH
Southampton
SO14 2DE
WC2H 7DQ
develop and calibrate the model using literature data, will allow us to evaluate the predictive
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
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
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
SOLICITOR
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
NOMINATED ADVISOR, BROKER AND
SO14 2DE
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
The work to adapt Virtual Tumour to work in humans is progressing. The first phase, to
Taylor Vinters LLP
Physiomics Plc is a limited liability company incorporated in England & Wales and
Merlin Place,
WH Ireland Limited
National Westminster Bank Plc
power of the model against known outcomes. The second phase involves using client data to
Kingdom.
Taylor Vinters LLP
Kingdom.
Taylor Vinters LLP
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
Kingdom.
SOLICITOR
Merlin Place,
WH Ireland Limited
National Westminster Bank Plc
Milton Road,
11 St James's Square
Woollen Hall
Taylor Vinters LLP
Merlin Place,
develop and calibrate the model using literature data, will allow us to evaluate the predictive
domiciled in UnitedKingdom.
Taylor Vinters LLP
Merlin Place,
FINANCIAL ADVISER
SOLICITOR
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
BANKER
Milton Road,
Cambridge
11 St James's Square
Woollen Hall
Manchester
Castle Way
Merlin Place,
Milton Road,
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Merlin Place,
WH Ireland Limited
National Westminster Bank Plc
Milton Road,
power of the model against known outcomes. The second phase involves using client data to
Taylor Vinters LLP
Cambridge
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Manchester
Castle Way
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Southampton
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Cambridge
3
WH Ireland Limited
National Westminster Bank Plc
11 St James's Square
Taylor Vinters LLP
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Merlin Place,
Cambridge
CB4 0DP
M2 3WH
Southampton
SO14 2DE
Cambridge
CB4 0DP
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
Dr Mark Chadwick, PhD, MBA
Mark Chadwick, PhD, MBA
Chief Executive Officer
Chief Executive Officer
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
Beckenham
34 Beckenham Road
Robert Robinson Avenue
The Registry
34 Beckenham Road
REGISTRAR
REGISTRAR
Capita Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Beckenham
Kent
Kent
BR3 2YU
FINANCIAL ADVISER
WH Ireland Limited
WH Ireland Limited
11 St James's Square
11 St James's Square
Manchester
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M2 3WH
M2 3WH
REGISTRAR
REGISTRAR
Chairman
Capita Registrars
Capita Registrars
Chairman
Chief Executive Officer
REGISTRAR
The Registry
REGISTRAR
The Registry
DIRECTORS
Chief Executive Officer
Chief Operating Officer
34 Beckenham Road
34 Beckenham Road
Chief Operating Officer
Roger Jones, FCCA
Roger Jones, FCCA
Capita Registrars
Dr P B Harper
Dr M P Chadwick
Beckenham
Capita Registrars
Beckenham
Company secretary
Company Secretary
Dr C D Chassagnole
Kent
The Registry
The Registry
Kent
BR3 2YU
34 Beckenham Road
34 Beckenham Road
BR3 2YU
SECRETARY
Beckenham
Beckenham
Kent
Kent
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
BR3 2YU
FINANCIAL ADVISER
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BR3 2YU
Capita Registrars
REGISTRAR
R J Jones
REGISTRAR
WH Ireland Limited
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REGISTERED OFFICE
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Capita Registrars
The Registry
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Beckenham
11 St James's Square
Chief Executive Officer
Oxford Science Park
Chairman
Kent
Chief Operating Officer
Kent
BR3 2YU
Oxford
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OX4 4GA
Manchester
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Haymarket
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3
3
Kent
3
34 Beckenham Road
Woollen Hall
Beckenham
Castle Way
BR3 2YU
Southampton
National Westminster Bank Plc
3
5
3
3
3
SO14 2DE
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
SOLICITOR
WH Ireland Limited
11 St James's Square
Taylor Vinters LLP
Manchester
Merlin Place,
M2 3WH
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Cambridge
CB4 0DP
NOMINATED ADVISOR, BROKER AND
BR3 2YU
AUDITOR
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REGISTRAR
Chairman
Chief Executive Officer
Chief Operating Officer
Capita Registrars
The Registry
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WH Ireland Limited
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Manchester
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Merlin Place,
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SOLICITOR
11 St James's Square
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National Westminster Bank Plc
Cambridge
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3
3
3
Southampton
3
Manchester
M2 3WH
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Woollen Hall
11 St James's Square
SO14 2DE
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
Castle Way
Manchester
M2 3WH
CB4 0DP
3
3
3
WH Ireland Limited
CB4 0DP
3
Taylor Vinters LLP
Kingdom.
3
3
3
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Taylor Vinters LLP
Merlin Place,
Kingdom.
SO14 2DE
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
Taylor Vinters LLP
Merlin Place,
Milton Road,
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
SOLICITOR
Southampton
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
SOLICITOR
M2 3WH
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
5
3
3
3
Kingdom.
3
3
3
3
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
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.
Physiomics Plc is a limited liability company incorporated in England & Wales and domiciled in United
Kingdom.
3
3
3
3
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
3
3
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
3
3
5
3
3
3
3
3
Taylor Vinters LLP
Merlin Place,
Milton Road,
Cambridge
CB4 0DP
Kingdom.
3
3
3
3
3
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.
Kingdom.
National Westminster Bank Plc
Woollen Hall
Castle Way
Taylor Vinters LLP
Taylor Vinters LLP
Taylor Vinters LLP
Merlin Place,
Merlin Place,
Merlin Place,
Bircham Dyson Bell LLP
Milton Road,
Milton Road,
Milton Road,
Cambridge
CB4 0DP
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 2YU
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
Technology Development
NOMINATED ADVISOR, BROKER AND
NOMINATED ADVISOR, BROKER AND
FINANCIAL ADVISER
Taylor Vinters LLP
Taylor Vinters LLP
BANKER
BANKER
BANKER
SOLICITOR
BANKER
3
Chairman’s Statement
Summary of results in the year ended 30 June 2014
• The turnover of the Company increased by 12% to £267,903 (2013: £240,000).
• The operating loss reduced by 15% to £465,265 (2013: £548,342).
• On 30 June 2014 the surplus of shareholders’ funds was £136,487 (2013: £255,821).
This year, Physiomics has made good progress advancing Virtual Tumour Clinical and has
broadened its offering into the personalised medicine market.
In summary we have
• Delivered two case studies validating Virtual Tumour Clinical, partially funded by a
Technology Strategy Board Biomedical Catalyst grant.
• Won further pre-clinical projects from our existing large pharma customer base.
• Identifi ed potential Virtual Tumour Clinical projects to follow-on from this pre-clinical work.
• Signed a deal with a speciality pharma company to determine the mechanism of action or
one of their candidates.
• Gained our fi rst large pharma customer for our cardiotoxicity platform. Launched a web-
based portal “EasyAP™” to provide access to literature models of cardiotoxicity.
• Continued discussions with relevant partners around increasing the scope of the business by
way of M&A.
• Initiated a new project with a large pharma client to develop an immunomodulatory module
for Virtual Tumour. Immunomodulatory agents are being pursued by several large pharmas
following the clinical success of agents targeting PD-1 and CTLA-4.
• Signed a heads of terms agreement with Diatech Pharmacogenomics to enter the
personalised medicine fi eld, initially in Italy.
• Initiated discussions with a large software provider to determine if part or all of Virtual
Tumour could be sold as part of their offering.
Dr Paul Harper, Non-Executive Chairman
5
Chairman and Chief Executive Officer’s Statement
Introduction
During the period Physiomics successfully applied Virtual Tumour to clinical predictions for the
first time. This was an important step forward for a number of reasons:
Firstly, there was a large degree of direct interest from customers and potential customers
for this service. Secondly, the unmet need for better clinical dosing schedules is driven by
the need to accelerate development programmes, reduce costs and bring forward potential
revenues by designing clinical protocols that are already optimised for patient dosing.
Typically the current most commonly used method for determining the clinical regimen is to
increase the dosage of the most effective regimen from animal studies to human scale. Animal
models often poorly reflect the situation in a human patient due to for example disparities in
relative sizes, physiology and pharmacokinetics, parameters that are all fundamental to drug
efficacy. The approximations generated through this approach, when used to design a clinical
study, can contribute to the failure of a clinical trial. Thirdly the cost of failure in the clinical
setting vastly outweighs that in the pre-clinical setting.
Given the high cost and the subsequent consequences arising from a failed clinical trial,
if customers can be shown (through pilot projects) that a predictive technology is able to
improve the chances of clinical success, then they are likely to progressively adopt the new
paradigm. Drug development has for so long relied almost exclusively on extrapolating data
from studies in animal models to direct dosing in patients that embracing a new ‘black box’
based technology approach is a major policy change, despite the fact that adoption of system
modelling is being encouraged by FDA and similar agencies.
The predictive power of Virtual Tumour Clinical has been demonstrated in two different
indications so far. Initial marketing of the results to large pharmaceutical companies has led
to a positive expression of interest. There has also been a desire to see how the technology
performs across a number of further indications. Therefore it is the intention of the Company
to perform further validation studies in other types of cancer, in addition to initiating
collaborations with large pharma companies. Discussions with collaborators to set up such
case studies are well advanced.
Relationships with our existing large pharma customer base were strengthened in the period
with a number of new pre-clinical projects. These projects have the potential to be extended
into the first large pharma Virtual Tumour Clinical projects in due course.
6
Chairman and Chief Executive Officer’s Statement - continued
The Company’s activities in the cardiotoxicity arena have gathered pace. Early stage drug
candidates are now routinely screened for cardiotoxic effects, as required by the regulatory
authorities. In particular, all candidate drugs must be screened for activity against the hERG
potassium channel. However, such screening is time-consuming and costly. It is also known
that a large number of candidates are incorrectly progressed or discarded based on hERG
activity alone.
Physiomics’ in silico platform takes into account activity against hERG and two additional ion
channels to deliver better predictions of action potential time courses and duration based on
several literature models. In silico prediction of cardiotoxic side effects is therefore a more
effective way of helping to select which candidates to progress. In addition to Physiomics’
cardiotoxicity simulation service, we have now launched our web-based EasyAP™ application.
EasyAP™ allows access to the service to a broad range of customers, by allowing customers to
run simulations on their own computers on a pay-per-compound or annual subscription basis.
Physiomics gained its first large pharma customer for cardiotoxicity prediction in the period
and the directors hope that this new platform will attract further customers.
A heads of terms agreement with Diatech Pharmacogenomics was signed in the period. If
translated into a full agreement, this collaboration would provide Physiomics with access
to the majority of clinical centres in Italy and also an opportunity to develop personalised
medicine models. When combined with Physiomics’ Virtual Tumour, which provides
information on how much drug to give and when to give it, we believe it will provide an
industry-leading platform to support oncology clinical trials worldwide.
The search for an appropriate M&A partner to further build Physiomics and provide the best
outcome for shareholders has continued in the period and significant discussions have taken
place.
Finally, after the period ended Physiomics gained its first large pharma project to model
immunomodulatory agents using Virtual Tumour. Immunomodulatory, or ‘immune therapy’
agents have been described as an extremely hot topic in the oncology field at present. A
number of high profile clinical trials are ongoing and several large pharma companies are
entering the field for the first time. The directors believe that, if the project is successful,
this will lead to further interest in Virtual Tumour from other large pharma companies who are
active in this area.
7
Chairman and Chief Executive Officer’s Statement - continued
Technology development
(i) Virtual Tumour product improvements
The immune system can play a significant role in the course of a cancer. While in some cases
the immune system does not seem to recognise and attack a tumour, in many other patients
the cells of the immune system are recruited to the vicinity of the tumour, but fail to kill
enough cancer cells to be really effective. Over the last few years a number of drug candidates
have emerged aimed at activating the latent immune response to a tumour or removing a
‘brake’ on the immune response created by the cancer itself. Several large pharmaceutical
companies have targeted this response, with some notable successes in the clinic. Given this
burgeoning interest from our primary customer base, Physiomics started to develop an immune
system module to work in tandem with Virtual Tumour, to model the effects of these agents.
It became clear that one pharma partner in particular was very keen to develop such a model
and so our first commercial project in this area was initiated in September 2014. This project
should provide all the data required to develop a functional model which could be sold on to
other potential customers.
(ii) Virtual Tumour Clinical
Two critical case studies were completed in the period, allowing us to develop, test and
validate Virtual Tumour Clinical for the first time. The first study related to prostate cancer
and the data came from the National Institutes of Health (NIH) in the USA. This study allowed
us to determine which of the key parameters of the model needed to be modified in order
to make accurate clinical predictions. The second project, in collaboration with Oxford
University, was a blind validation study in melanoma. Here we showed that we could make
accurate predictions of the outcome of combination therapies in a clinical trial. This was
achieved by priming Virtual Tumour with key human data and gaining a deep understanding
of the relevant tumour growth rates from the literature. Both case studies were extremely
encouraging, demonstrating that the basic architecture of the existing pre-clinical Virtual
Tumour could be translated into a clinical setting with the appropriate modifications. The
melanoma case study was supported by a Technology Strategy Board Biomedical Catalyst grant
award.
(iii) Cardiac toxicity prediction service
During the period Physiomics gained its first large pharma customer for cardiotoxicity
prediction. Feedback obtained during the project and from other potential customers
suggested that, in addition to predicting the overall risk of cardiac side effects, customers
may also like to predict the outcome of scientific experiments that provide the direct effect
of a candidate on a particular ion channel on a particular cell line, which may also provide an
useful insight into cardiac toxicity risk. The regulatory agencies are also taking a keen interest
in such predictions. For this reason we extended the scope of our cardiotoxicity predictions
to include literature models which predict ‘action potentials’ on cell lines, in our web-based
EasyAP™ platform, which was launched recently.
8
Chairman and Chief Executive Officer’s Statement - continued
Outlook
The landscape of the pharmaceutical sector remains mixed, with a number of notable
companies downsizing and closing key sites. The failed Pfizer bid for Astra Zeneca and
the Abbvie bid for Shire, interfered with the decision making processes in each of the
companies, shelving or at least delaying any significant plans. Events that have an
impact on decision making have occurred throughout the Industry, slowing the pace of
development and deferring the need for third party services. Fortunately oncology remains
an important indication in those companies that have programmes. Certain key pharma
clients have made significant pipeline and resource decisions, most notably focusing efforts
on immunomodulatory agents for the treatment of cancers. Physiomics has aligned itself
with this trend and the Directors are confident that this will allow us to engage with new
customers. We believe the interest displayed in Virtual Tumour Clinical has vindicated
our strategy to develop further the technology into the clinical arena and large pharma
collaborations are also expected in this regard. The pipeline of potential opportunities is the
strongest that we have seen in recent years.
In addition the Company has the opportunity to extend the scope of its predictive technology
for oncology through its collaboration with Diatech Pharmacogenomics. Initially focusing on
the delivery of already marketed drugs to patients, the work could be extended in future to
help support decisions on appropriate patient populations for clinical trials.
Finally interest from large software providers in the Virtual Tumour platform, the launch of our
first web-based models and the continued search for the right M&A deal suggest that the next
period will be an exciting one in the development of Physiomics.
Dr Paul Harper, Non-Executive Chairman
Dr Mark Chadwick, Chief Executive Officer
9
Chairman and Chief Executive Officer’s Statement - continued
Our strategy
Physiomics has evolved a strategy that combines lower risk service activities which support the
development of client drugs with a risk sharing approach to gain a share in the development of
novel drugs in development. This is coupled with development of new models to extend our
predictive skills from pre-clinical development, through clinical development to treatment of
patients. We have also added ancillary modelling activities to look at the cardiotoxicity and
pharmacokinetic profile of new drugs in man in a bid to provide a more comprehensive support
package for client companies.
These can be summarised as follows:
• Modelling in oncology
o Virtual Tumour
• to direct and optimise candidate selection
o Virtual Tumour Clinical
• to optimise the design of clinical trials
• provide a rationale for dosing of drug combinations
• Customised medicine
o New model development to forecast the optimal drug regimen for treatment of
patients on an individual basis
o DrugCard database to help identify successful drug regimens in particular cancer
types
• Drug molecule parameters
o Models to predict potential cardiotoxicity as an aid to optimisation of drug design
and selection of viable candidate compounds
o Options to evaluate cardiotoxicity using simple on-line models through to in depth
evaluation using more complex models thereby providing cost effective predictions
matched to different stages of the drug discovery and optimisation process.
o Models capable of forecasting the pharmacokinetic profile of a new drug molecule
We generate revenues from these activities. However, we will also adopt a risk sharing model
where the fee is satisfied by part ownership of a novel drug in development. There are already
two examples of this approach.
As an extension of our strategy to risk share, we have an active programme to identify
compounds that can be in-licensed and developed by Physiomics or through a joint ownership
collaboration.
10
Strategic Report
Business review
The Company is principally engaged in providing services to pharmaceutical companies in the
areas of outsourced systems and computational biology.
• The turnover of the Company increased to £267,903 (2013: £240,000)
• The operating loss was £465,265 (2013 £548,342)
• At the 30 June 2014 the surplus of shareholders’ funds was £136,487 (2013: £255,821)
Strategic and financial performance indicators
The Company is focused on the creation of long-term value for its shareholders.
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 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 2014.
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.
11
Strategic Report - continued
Regulatory risk
There is a risk that the business model is impacted by future changes in regulations in the
medical and pharmaceutical industry. Major agencies such as the FDA are actively promoting
the use of system modelling and issue advisory papers which set out their thinking. The
Company regularly reviews activity in this area through proactive discussions with key industry
officials, professional advisors and regulatory bodies where appropriate. The Company’s
customers are predominately pharmaceutical companies who market and sell outsourced
systems and computational biology to their customers on a worldwide basis.
Skills risk
The success and future growth of the Company is in part dependent on the continued
performance and delivery of certain directors, managers and key staff.
The Company seeks to recruit, develop, and manage talent at the highest levels in order to
meet the continuing demand for innovative and leading edge developments in specialised
modelling solutions within the pharmaceutical industry. The ability of the Company to attract
and retain highly skilled employees requires the Company to offer and maintain competitive
employment packages and personal development opportunities. It is considered essential
to implement a system of succession planning processes to ensure key roles are identified
and career development opportunities established. The Company therefore invests in
the recruitment of highly skilled individuals and operates a proactive system of training
and performance management across the business. The Company has built a network of
contracted specialists who can contribute a unique combination of skills as required.
Systems & infrastructure
The Company is dependent on its IT technical infrastructure and systems for the management
of its core operations and research and development programmes. Risks of system outages,
loss of connectivity and impact on data integrity are regularly reviewed and a business
continuity plan has been established for the effective management of unforeseen disruption
to the business. Continuity of access to data and integrity of data is maintained through the
implementation of a rigorous system of data storage, backup and monitoring of key coding and
modelling data.
By order of the board
Dr Paul Harper
Chairman
18 November 2014
12
Directors’ Report
The directors submit their report and the audited financial statements of Physiomics Plc for the year
ended 30 June 2014.
Results
There was a loss for the year after taxation amounting to £425,621 (2013 loss: £500,571). 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.
Statement of directors’ responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable law and regulations.
UK company law requires the directors to prepare financial statements for the Company in accordance
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
Article 4 of the IAS Regulation.
The financial statements are required by law, and IFRS as adopted by the EU, to give a true and fair
view of the state of affairs of the Company.
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;
c. state whether they have been prepared in accordance with IFRS as adopted by the EU;
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The directors are responsible for keeping 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
financial statements comply with the requirements of the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for the maintenance and integrity of the Physiomics Plc website.
13
Directors’ Report - continued
Substantial shareholdings
The Company has been informed that on 30 June 2014 the following shareholders held substantial
holdings in the issued ordinary shares of the Company.
Number of Ordinary shares
Holding %
Barclayshare Nominees Limited*
TD Direct Investing Nominees (Europe) Limited
HSDL Nominees Limited
Hargreaves Lansdown (Nominees) Limited
LR Nominees Limited
HSBC Client Holdings Nominee (UK) Limited
Dr Paul Harper
* Includes shares 70,750,000 held by Mr Peter Hoskins representing a holding of 4.1%
375,592,781
309,996,909
276,830,252
126,511,489
50,383,597
79,780,603
52,570,787
21.8%
18.0%
16.1%
7.4%
3.3%
4.6%
3.1%
No other person has reported an interest of more than 3% in the ordinary shares.
On 30 June 2014 Dr Mark Chadwick held 3,970,151 ordinary shares and Dr Christophe Chassagnole held
15,189,740 ordinary shares. The holding percentages were 0.23% and 0.89% respectively.
Directors’ remuneration
Details of directors’ remuneration in the year ended 30 June 2014 is set out below:
Dr P B Harper
Dr M P Chadwick
Dr C D Chassagnole
Emoluments
£
35,000
108,570
58,532
Benefi ts
Pension
contributions
£
£
Total
£
-
1,137
1,193
-
-
35,000
109,707
3,030
62,755
Total
202,102
2,330
3,030
207,462
Company Secretary
On 7 July 2014 Roger Jones resigned as Company Secretary and Elizabeth King was appointed.
14
Directors’ Report - continued
Post balance sheet events
On 23 July 2014, the Company entered into an Equity Swap Agreement with YA Global Master SPV Ltd
(“Yorkville”) under which Yorkville agreed to subscribe for 312,500,000 ordinary shares of 0.04p at a
subscription price of £0.18p per share. As part of this agreement the Company paid £289,688 as a swap
payment to Yorkville on 31 July 2014. In consideration for this payment the Company will receive 15
monthly payments between the date of admission to trading on AIM and 1 November 2015 the amounts
of which will vary depending on the average weighted price of the ordinary shares in the preceding 10
days prior to the payment falling due.
Statement as to disclosure of information to auditors
The directors in office on 18 November 2014 have confirmed that, as far as they are aware, there is no
relevant audit information of which the auditors are unaware. Each of the directors have confirmed 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 the auditors.
Corporate governance
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
apply the principles of good corporate governance.
Directors
The Company supports the concept of an effective board leading and controlling the Company. The
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
maintains full control over strategic, financial, organisational, risk and compliance issues. Management
supply the board with appropriate and timely information, while the directors are encouraged to seek
any further information they consider necessary.
The board comprises two executive directors, who fulfil 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.
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 Elizabeth King and is chaired by Dr
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.
15
Directors’ Report - continued
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 Dr
Mark Chadwick and Elizabeth King and is chaired by Dr 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.
Internal Control
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 be put to shareholders at the AGM, giving them the opportunity to discuss matters of interest. The
Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after
each has been dealt with on a show of hands.
The Company uses its website www.physiomics-plc.com as another means of providing information to
shareholders and other interested parties. The website displays the annual report and accounts, interim
results and other relevant announcements.
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 15 December 2014.
By order of the board
Dr Paul Harper
Chairman
18 November 2014
16
Independent Auditors Report to the shareholders of Physiomics Plc
We have audited the financial statements of Physiomics Plc for the year ended 30 June 2014 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 2014 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.
17
Independent Auditor’s Report to the shareholders of Physiomics Plc – continued
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 financial
statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law and not made; or
• we have not received all the information and explanations we require for our audit.
Benjamin Bidnell (senior statutory auditor)
For and on behalf of Shipleys LLP statutory auditor
10 Orange Street
Haymarket
London
WC2H 7DQ
18 November 2014
18
Income Statement for the year ended 30 June 2014
Revenue
2
267,903
240,000
Year ended
Year ended
Notes
30-Jun-14
30-Jun-13
£
£
Net operating expenses
Share-based compensation
Operating loss
Finance income
Finance costs
(733,168)
-
(776,520)
(11,822)
(465,265)
(548,342)
1,013
-
4,551
-
3
4
5
Loss before taxation
(464,252)
(543,791)
UK corporation tax
7
38,631
43,220
Loss for the year attributable to equity shareholders
(425,621)
(500,571)
Loss per share (pence)
Basic and diluted
8
(0.026) p
(0.033) p
19
Statement of fi nancial position as at 30 June 2014
Company Number: 4225086
Year ended
Year ended
Notes
30-Jun-14
30-Jun-13
£
£
10
11
12
9
11,669
3,589
1
15,259
96,576
132,358
16,336
4,250
1
20,587
180,717
179,162
228,934
359,879
244,193
380,466
Non-current assets
Intangible assets
Property, plant and equipment
Investments
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
9,12
(107,706)
(124,645)
Total liabilities
Net assets
Capital and reserves
Share capital
Capital reserves
Retained earnings
(107,706)
(124,645)
136,487
255,821
14
15
16
687,663
4,017,602
602,620
3,796,358
(4,568,778)
(4,143,157)
Equity shareholders’ funds
136,487
255,821
The fi nancial statements were approved by the Board of Directors and authorised
for issue on 18 November 2014 and are signed on its behalf by:
Dr Paul Harper
Chairman
20
Statement of changes in equity for the year ended 30 June 2014
Share
Share-based
Total
Share
premium compensation
Retained shareholders’
capital
account
reserve
earnings
£
£
£
£
funds
£
At 1 July 2012
599,420
3,697,169
80,567
(3,642,586)
734,570
Share issue (net of costs)
3,200
6,800
Loss for the year
Share-based compensation
-
-
-
-
-
-
-
10,000
(500,571)
(500,571)
11,822
-
11,822
At 30 June 2013
602,620
3,703,969
92,389
(4,143,157)
255,821
Share issue (net of costs)
85,043
221,244
306,287
Share-based compensation
-
-
-
-
-
-
-
-
306,287
(425,621)
(425,621)
-
-
At 30 June 2014
687,663
3,925,213
92,389
(4,568,778)
136,487
21
Cash Flow Statement for the year ended 30 June 2014
Cash fl ows from operating activities:
Operating loss
Amortisation and depreciation
Share-based compensation
(Decrease) increase in receivables
Decrease in payables
Year ended
30-Jun-14
£
Year ended
30-Jun-13
£
(465,265)
(548,342)
7,925
-
85,833
(16,939)
8,540
11,822
(47,994)
19,114
Cash generated from operations
(388,446)
(556,860)
UK corporation tax received
Interest paid
36,939
-
32,373
-
Net cash generated from operating activities
(351,507)
(524,487)
Cash fl ows from investing activities:
Interest received
Purchase of non-current assets, net of grants received
Net cash received by investing activities
1,013
(2,597)
(1,584)
4,551
(1,852)
2,699
Cash outfl ow before fi nancing
(353,091)
(521,788)
Cash fl ows from fi nancing activities:
Issue of ordinary share capital (net of expenses)
Net cash from fi nancing activities
306,287
306,287
10,000
10,000
Net decrease cash and cash equivalents
(46,804)
(511,788)
Cash and cash equivalents at beginning of year
179,162
690,950
Cash and cash equivalents at end of year
132,358
179,162
22
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 £132,358 of cash and cash equivalents as at 30 June 2014 (2013: £179,162). 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.
23
Notes on the Financial Statements - continued
Intangible assets are amortised over their useful lives as follows:
Useful Life
Method
Software
15 years
Straight line
Useful lives are also examined on an annual basis and adjustments, where applicable are made on a
prospective basis. The Company does not have any intangible assets with indefinite lives.
Property, plant and equipment
All items are initially recorded at cost.
Impairment of assets
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 loss
is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For 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 which there
are cash flows that are largely independent of the cash flows from other assets or groups of assets.
Depreciation
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
Fixtures and computers
- three years, straight-line basis
Research and development expenditure
Expenditure on research activity is recognised as an expense in the period in which it is incurred.
Trade and other receivables
Trade receivables are recognised and carried at the lower of their original invoiced value and
recoverable amount. Balances are written off when the probability of recovery is considered to
be remote.
Financial liability and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in
the assets of the Company after deducting all of its liabilities.
Cash and cash equivalents
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.
24
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.
25
Notes on the Financial Statements - continued
Adoption of international accounting standards
The following new and revised Standards and Interpretations have been adopted in the current financial
year as issued by the International Accounting Standards Board (IASB) and the International Financial
Reporting Interpretations Committee (IFRIC):
IAS 12 Amendment - Deferred Tax: Recovery of Underlying Assets
IAS 19 (revised) – Employee Benefits
IAS 27 (revised 2011) - Separate Financial Statements
IFRS 7 Disclosures – Offsetting Financial Assets and Financial Liabilities
IFRS 9 – Financial Instruments (issued 2010)
IFRS 11 - Joint Arrangements
IFRS 12 - Disclosures of Interest in Other Entities
IFRS 13 - Fair Value Measurement
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.
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:
IFRS 1 (amended) Government Loans
IFRS 10 Consolidated Financial Statements; Investment Entities
IAS 1 (amended) Presentation of Items of Other Comprehensive Income
IAS 28 (revised) Investments in Associates and Joint Ventures
IAS 32 (amended) Offsetting Financial Assets and Financial Liabilities
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.
26
Notes on the Financial Statements - continued
1 CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT
There were 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, USA and European Union from its principal activity.
3 OPERATING LOSS
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
Amounts payable for both audit and
non-audit services
Audit services – Statutory audit
Tax services – Compliance services
Shipleys LLP
Shipleys LLP
10,000
2,000
3,258
4,667
12,000
2014
£
Payable to:
2014
£
2013
£
259,918
186,486
3,829
4,711
12,000
2013
£
10,000
2,000
12,000
12,000
27
Notes on the Financial Statements - continued
4 FINANCE INCOME
Bank interest receivable
5 FINANCE COSTS
Interest payable
6 STAFF COSTS
Staff costs during the year
Wages and salaries
Social security costs
Pension costs
2014
£
1,013
2014
£
-
2014
£
154,006
14,939
-
168,945
2013
£
4,551
2013
£
-
2013
£
147,995
16,086
-
164,081
Average number of employees
5
4
Details of the remuneration of directors are included in the Directors’ report on page 14.
28
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
2014
£
45,000
(6,369)
38,631
2013
£
43,308
(88)
43,220
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The timing
differences are explained below:
2014
£
2013
£
Loss on ordinary activities before taxation
(464,252)
(543,791)
Tax on loss on ordinary activities at standard corporation
tax rate of 20% (2013: 20%)
(92,850)
(108,758)
Expenses not deductible for tax purposes
Capital allowances (in excess of) less than depreciation
Unrelieved tax losses and other deductions arising in the year
Research and Development tax credit: current and prior year
Total current tax
-
(152)
54,371
38,631
38,631
480
687
107,591
43,220
43,220
At 30 June 2014 tax losses of approximately £3,170,000 (2013: £2,851,000) remained available to carry
forward against future taxable trading profi ts.
8 EARNINGS PER SHARE
The calculations of loss per share are based on the following losses and numbers of shares.
2014
£
2013
£
Loss on ordinary activities after tax
(425,621)
(500,571)
Weighted average no of shares:
For basic and diluted loss per share
No.
No.
1,666,241,670
1,502,013,088
Basic and diluted loss per share
(0.026p)
(0.033p)
29
Notes on the Financial Statements - continued
9 FINANCIAL INSTRUMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION
Held for trading
2014
£
96,576
132,358
228,934
107,706
107,706
2013
£
180,717
179,162
359,879
124,645
124,645
Patents, trade marks
and software
£
75,646
-
75,646
59,310
4,667
63,977
11,669
16,336
Current fi nancial assets
Trade and other receivables
Cash and cash equivalents
Current fi nancial liabilities
Trade and other payables
10 INTANGIBLE FIXED ASSETS
Cost
At 1 July 2013
Additions
At 30 June 2014
Amortisation
At 1 July 2013
Provided in the year
At 30 June 2014
Net book value
30 June 2014
30 June 2013
30
Notes on the Financial Statements - continued
11 PROPERTY PLANT AND EQUIPMENT
Cost
At 1 July 2013
Additions
Disposals
At 30 June 2014
Depreciation
At 1 July 2013
Provided in the year
Disposals
At 30 June 2014
Net book value
30 June 2014
30 June 2013
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
2014
£
13,135
27,501
10,940
45,000
96,576
55,422
12,122
40,162
107,706
Fixtures
and computers
£
50,433
2,597
-
53,030
46,183
3,258
-
49,441
3,589
4,250
2013
£
98,000
28,283
11,126
43,308
180,717
56,727
26,403
41,515
124,645
31
Notes on the Financial Statements - continued
13 LOANS
There were no loans with directors at 30 June 2014 and 30 June 2013.
14 SHARE CAPITAL
Ordinary shares of 0.04p each
2014
Number
2013
Number
Authorised:
25,000,000,000
25,000,000,000
Issued and fully paid:
£
£
Balance at 1 July 2012
599,420
451,420
Issue of share capital
As at 30 June 2013
Issue of share capital
As at 30 June 2014
3,200
148,000
602,620
599,420
85,043
3,200
687,663
602,620
The Company has one class of ordinary shares which carry no right to fi xed income.
On 30 July 2014 the Company issued 312,500,000 ordinary shares of 0.04p at a price of 0.18p per
ordinary share under an Equity Swap Agreement dated 23 July 2014.
32
Notes on the Financial Statements - continued
15 CAPITAL RESERVES
Share premium
account
£
Share-based
compensation
reserve
£
Total
£
3,697,169
80,567
3,777,736
6 800
-
-
-
-
11,822
6,800
-
11,822
Balance at 1 July 2012
Issue of share capital
Share issue costs
Share-based compensation
Balance at 30 June 2013
3,703,969
92,389
3,796,358
Issue of share capital
Share issue costs
Share-based compensation
221,244
-
-
-
-
-
221,244
-
-
Balance at 30 June 2014
3,925,213
92,389
4,017,602
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 2012
Loss for the year
Balance at 30 June 2013
Loss for the year
Balance at 30 June 2014
17 CAPITAL COMMITMENTS
At 30 June 2013 and 30 June 2014 the Company had no capital commitments.
£
(3,642,586)
(500,571)
(4,143,157)
(425,621)
(4,568,778)
33
Notes on the Financial Statements - continued
18 SHARE BASED PAYMENT TRANSACTIONS
The Company operates a share option scheme under the Enterprise Management Initiative Scheme
(“EMI”). The following share options have been granted over ordinary shares of 0.04p each and remain
exercisable under the scheme:
Certain performance conditions for EMI share options are unmet at the date of these statements. All
other options are vested in full.
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:
All performance conditions for unapproved options have been met and are vested in full.
The fair value of share options awarded during the previous years were 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: 2% per annum. Where performance conditions are unmet a probability of success factor has been
applied to such awards.
34
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.
Interest rate profile
The Company had no bank borrowings at the 30 June 2014.
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 POST BALANCE SHEET EVENTS
On 23 July 2014, the Company entered into an Equity Swap Agreement with YA Global Master SPV Ltd
(“Yorkville”) under which Yorkville agreed to subscribe for 312,500,000 ordinary shares of 0.04p at a
subscription price of £0.18p per share. As part of this agreement The Company paid £289,688 as a swap
payment to Yorkville on 31 July 2014. In consideration for this payment the Company will receive 15
monthly payments between the date of admission to trading on AIM and 1 November 2015 the amounts
of which will vary depending on the average weighted price of the ordinary shares in the preceding 10
days prior to the payment falling due.
21 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 14.
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Notes on the Financial Statements - continued
22 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.
36
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting (AGM) of Physiomics Plc (the Company) will be
held on 15 December 2014 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:
1. To receive and adopt the Directors’ and Auditor’s Report and the Company’s Financial Statements
for the year ended 30 June 2014.
2. To re-appoint Dr Mark Chadwick as a Director of the Company.
3. To confirm the appointment of Shipleys LLP as auditors of the Company to hold office until the
conclusion of the next general meeting at which annual accounts of the Company are laid and to
authorise the Directors to fix their remuneration.
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
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 in the Company, or to grant rights to subscribe for or to convert any security into shares
in the Company (relevant securities), up to an aggregate nominal amount of £225,000 provided
that this 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 securities to be allotted after such expiry and the Directors may allot relevant securities
in pursuance of such offer or agreement notwithstanding that the authority conferred by this
resolution has expired. This authority 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.
Special resolution – disapplication of pre-emption rights
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 cash pursuant to the authority conferred by resolution 4 in the Notice as if section 561(1) of
the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the
allotment of equity securities:
(a) in connection with an offer of such securities by way of rights or other pro-rata offer to 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 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 regulatory body or
stock exchange; and
(b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £225,000;
and shall expire on the conclusion of the next annual general meeting of the Company after the
passing 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 equity securities in pursuance of any such offer or agreement notwithstanding that the power
conferred by this resolution has expired.
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Notice of Annual General Meeting - continued
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity
securities as if 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
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
meeting of the Company after the date of passing of this resolution.
By order of the board
Elizabeth King
Company Secretary
18 November 2014
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:
• 6.00pm on 12 December 2014; or,
• 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.
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. 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.
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 photocopy the proxy card and return all multiple proxies in one envelope.
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 Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU and received no
later than 11.00am on 12 December 2014.
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.
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Notice of Annual General Meeting - continued
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 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 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-copy proxy form, please contact the Company at its registered office.
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.
10. In order to revoke a proxy instruction you will need to inform the Company’s Registrars, Capita Asset Services by
sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment and addressed
to them at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. 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 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.
The revocation notice must be received by Capita Asset Services no later than 12 December 2014 at 11.00am.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject
to the paragraph directly below, your proxy appointment will remain valid.
If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
11. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may
do so for 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 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 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 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 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
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 circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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 Asset Services, PXS,
The Registry, 34 Beckenham 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 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 (including the chairman’s letter and proxy form), to communicate with the Company for any purposes other
than those expressly stated.
15. On 18 November 2014, the Company’s issued share capital comprised 2,031,657,920 ordinary shares of 0.04p each.
Each ordinary share carries the right to vote at the AGM and, therefore, the total number of voting rights in the
Company on 18 November 2014 is 2,031,657,920 ordinary shares.
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 18 November 2014 until the time of the Meeting.
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Form of Proxy
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)
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 15
December 2014 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).
ORDINARY RESOLUTIONS
For
Against Withheld
1. To receive and adopt the Directors' and Auditor’s report and the Company’s financial statements for the year ended
30 June 2014.
2. To re-appoint Dr Mark Chadwick 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 £225,000.
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.
Signature(s)
Date
NOTES
2014
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 Asset Services, 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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