TIDMWDC
RNS Number : 9828A
WideCells Group PLC
30 March 2017
30 March 2017
WideCells Group PLC ('WideCells Group' or 'the Company')
Unaudited Preliminary Results
WideCells Group PLC, the healthcare services company focused on
providing stem cell services and ground breaking insurance for stem
cell treatment, announces its unaudited preliminary results for the
period ended 31 December 2016.
Highlights
-- Successful IPO on the Main Market of the London Stock
Exchange following GBP2 million raise to build an integrated stem
cell support services company
o Three distinct divisions WideCells, CellPlan and WideAcademy,
focused on making stem cell treatment more accessible and
affordable as well as improving research and development
('R&D') to further advancements in stem cell technology
-- WideCells launched WideCells Brasil, its umbilical cord blood
processing and storage facility in São Paulo, Brazil
o The launch follows a 2016 licencing agreement between the
Company's wholly owned stem cell storage division, WideCells, and
Biocells Brasil, the owner of the Facility, which has been in
operation since 2012 and has an established client base of circa
400 clients.
o Established regional management team with proven operating
experience both within the stem cell industry and regionally -
includes Luiz Sardinha, the former COO of Coca-Cola Brasil (10,000+
employees and BRL4.9 billion) for 35 years, who has joined
WideCells Brasil's Board as COO and has taken a 10% stake, which is
testament to the strong market potential of the stem cell services
industry
-- Launch and rollout of innovative insurance product CellPlan,
the world's first insurance plan and medical concierge service for
the cord blood stem cell industry
o Provides affordable access to cutting edge stem cell
treatments, which can currently be used to treat up to 82 blood
disorders
o First definitive agreement with Biovault Technical Ltd
('Biovault'), the UK's leading cord blood storage facility,
providing access to its extensive customer base and a long-term
revenue stream
o Letters of Intent ('LOI') signed with two further cord blood
banks to support continued rollout within Europe and South
America.
-- New revenue stream identified following establishment of
WideCells Institute of Stem Cell Technology (ISCT) at the
University of Manchester Innovation Centre ('UMIC')
o The Group's first UK-based stem cell processing and storage
facility
o Agreement signed with innovative North American medical device
company, Qigenix, to undertake contract stem cell research worth
GBP100,000. The first payment of GBP25,000, which is binding under
the LOI, was paid to WideCells at the end of December 2016,
representing the first revenue from this source. Subsequent
payments will be at the commencement of laboratory research
(GBP25,000) and the final payment at the delivery of the final
research report to the client (GBP50,000).
-- Development of ten online short courses on stem cell
technology in partnership with the University of Westminster
-- World-class leadership team secured, and a number of key
managerial appointments made, to drive forward a strategy to
deliver ground breaking services to the stem cell industry
o The team is further strengthened by the appointment as a
non-executive director of Dr Marilyn Orcharton, a qualified dentist
and co-founder of Denplan, the UK's dental payment plan
specialist.
o Alan Greenberg, former Head of Apple Education for Europe and
Asia, appointed to the Board as non-Executive Director and as
Vice-President of WideAcademy.
WideCells CEO Joao Andrade said, "Our activities during the
period have ideally positioned us to start generating revenues in
2017 from all three WideCells divisions, which work together to
create the world's rst end to end service solution focused on
making cord blood stem cell treatment accessible and affordable
globally. Having listed in London in July 2016 we have made
significant progress in the commercialisation of our stem cell
services; the roll out of our revolutionary stem cell insurance
product CellPlan has now commenced in collaboration with the UK's
largest stem cell storage facility, Biovault; discussions with
multiple other facilities are advancing rapidly; delivery of our
first stem cell processing and storage facility in Manchester is on
track for Q2 2017; and we have appointed the former Head of Apple
Education, Alan Greenberg, as a non-Executive Director and VP of
WideAcademy to devise a strategy that makes it the thought leader
in the stem cell industry. The pace with which we have achieved
these milestone developments underpins our active growth strategy,
and alongside this we have demonstrated our ability to execute our
strategy in a reliable way, and to attract world-class personnel to
our company, which we see as an endorsement of our revolutionary
proposition.
"I believe that our business is well placed for a value re-rate
in 2017 as we bring our various work-streams over the line. We have
a ready and growing market for our products and services, a first
mover advantage in delivering our product and building our brand,
and partnerships with best-in-class companies which ensures that
our commitment to quality is achievable at all time. With this in
mind, I am excited for the months ahead and look forward to
providing regular updates to shareholders in the near term."
Chairman's Statement
WideCells Group was formed in 2012 with the aim to revolutionise
the stem cell industry. The stem cell market is projected to be
worth US$170 billion by 2020 and as medical researchers continue to
find new and ever more innovative applications for stem cells, this
is a field which is likely to lead the way in disease therapy in
the future. However, the hidden costs associated with stem cell
treatment can often come as a surprise to the increasing number of
families that are choosing to store their babies' cord blood stem
cells. Therefore the Group's vision is to make potentially
life-saving cord blood stem cell treatment affordable and
accessible to families around the world and in July 2016 we
embarked on making this vision a reality by listing on the Main
Market of the London Stock Exchange.
The eight months following our listing can be characterised as a
period of significant progress and I am delighted that we have been
able to report first revenues via an agreement to undertake
contract research work at our Institute of Stem Cell Technology
laboratory ('ISCT') at the University of Manchester Innovation
Centre ('UMIC'). This is only set to increase when the first phase
of our CellPlan rolls out with Biovault going live before the end
of May 2017. Therefore, the coming months will see us build on the
revenue generative foundation we have already created to establish
a globally recognised brand in the evolving and growing stem cell
industry.
Our three distinct and complementary divisions provide us with
several entry points into the market and add to our unique
proposition: through our WideCells division, we provide the
cutting-edge in stem cell processing and storage facilities across
Europe and the Americas with plans for extending into new markets;
CellPlan represents the world's first stem cell insurance plan and
medical concierge service which directly tackles affordability of
stem cell transplantation for families across the globe; whilst,
WideAcademy was established to drive research, innovation and
teaching in the rapidly evolving stem cells market. This approach
ultimately acts as a marketing tool, underpinning our business
proposition.
CellPlan
CellPlan is completely unique and a first-of-its-kind insurance
product. It removes barriers to affordability for not only cord
blood stem cell transplantation but also the associated medical
consultation and care. This enables families to focus on recovery
rather than potentially staggering medical bills. Following its
official launch to cord blood banks at the World Cord Blood
Congress Europe in May 2016, we have made significant strides
towards the successful rollout of CellPlan and we have received an
overwhelmingly positive response from the market. We believe that
the implications of delivering this sophisticated product to the
market could be radical. Supporting this, a leading provider of
market analysis reported that the launch would necessitate a
revision in their forecasts for stem cell storage uptake, which
acts as a strong endorsement of our business.
Due to our unique high potential proposition, we have attracted
global partners including a world leader in expert medical opinion,
and a leading underwriter. In collaboration with them we finalised
the terms and conditions ('T&Cs') for CellPlan in October 2016,
which enables us to focus on driving our customer base and brand
positioning while our partners take on the risks associated with
underwriting an insurance product. The finalisation of the T&Cs
in October 2016 was an important milestone for the Group as it
signalled the completion of our product development phase and
marked the commencement of our rollout.
We have also received very positive feedback from stem cell
storage facilities, which have made clear their demand for a
product such as ours. The period under review saw us enter into an
agreement with the UK's largest private stem cell storage facility,
Biovault. With Biovault's reputation for excellence, this
partnership with an eminent stem cell facility has given the Group
an ideal platform for entry into the European and global market.
The five-year agreement, which provides the Group with access to
Biovault's customer base of 25,000 clients, marked the official
entrance of CellPlan into the global insurance market. We are now
preparing for the commencement of first sales of CellPlan to
Biovault customers by Q2 2017 and anticipate we will be in a
position to report first revenues from this division in the
near-term. We were delighted to announce the extension of this
rollout with the signing of two further Letters of Intent ('LOIs')
with cord blood banks in Brazil. This has given us unrivalled
access to the largest market in South America's booming stem cell
industry, projected to be worth US$445 million by 2023.
We aim to build CellPlan into the world's leading provider of
cord blood and related stem cell insurance, by capitalising on our
first mover advantage. Our investors should be attracted to the
recurring revenue stream and, given the nature of the insurance
plan, customers are very likely to remain with us for many years.
We are in discussions with a range of other significant providers
of stem cell storage services, and look forward to providing
updates on this, and our other developments, in the coming
months.
Alongside the commercial rollout of CellPlan, we continue to
focus on our service offering in order to ensure we maintain a
competitive business model, which satisfies market demand.
Accordingly, and in line with our innovative business model, we
created 'Your Expert Consultation'; A specialist medical
consultation service, which provides clients with access to the
best medical minds to provide a second opinion on their diagnosis.
As a stand-alone product with a low entry price point, we believe
the launch of this consultation service will create an additional
revenue stream for the Company and create further opportunities for
growth.
Additionally, while CellPlan continues to be a flagship
division, central to the success of our strategy, we have
simultaneously made significant progress across all three of our
core divisions.
WideCells
Through our WideCells division, we have penetrated another
crucial area of the stem cell market: stem cell storage, a global
market which was valued at US$2.4 billion in 2015. Our WideCells
division provides us with access to this burgeoning market and is a
complementary addition to our wider portfolio, providing us with
fertile ground from which to expand the rollout of CellPlan in
future.
The funds raised on listing were primarily required for the
development of WideCells' Institute of Stem Cell Technology
('ISCT') at the University of Manchester Innovation Centre. We are
pleased to see that this continues to advance on schedule and is
targeted for completion in Q2 2017 following the granting of a
Human Tissue Authority Licence for Human Application and Research.
Once operational this state-of-the-art facility will provide us
with a further revenue stream and will have the capacity to offer
stem cell retrieval, processing and storage services to the
European market. Seeking to further cement our global presence, in
September 2016, we launched WideCells Brasil following a licensing
agreement with Biocells Brasil. With an established client base the
launch of this facility provides us with access to a compelling
market, as well as the potential to generate further revenues
through the provision of additional storage and healthcare
services.
Stem cell research is developing at a rapid pace and it is
crucial that the industry keeps pace with these advancements. With
our expert team and an adaptable business model, the Group has been
able to utilise its strategic position to take advantage of new
opportunities as they are identified. Ahead of its completion, the
ISCT has already proved a significant advantage to our portfolio,
enabling us to establish a new revenue stream through a contract
research agreement with Qigenix. The agreement, announced 30
November 2016, provides the Group with an additional GBP100,000 in
revenues for use of our state of the art laboratory. The first
payment of GBP25,000, which is binding under the LOI, was paid to
WideCells by the end of December 2016, representing our first
revenues.
WideAcademy
We are clear in our belief that as uptake in cord blood and
other types of stem cell storage increases, further funding will be
poured into research and development, in turn leading to further
advancements in stem cell technology and treatments. WideAcademy is
our research, development and training division through which we
will work to strengthen knowledge of the benefits of stem cell
treatment to the wider medical community. We were therefore
delighted to appoint Alan Greenberg as non-Executive Director and
VP of WideAcademy. With his wealth of experience in healthcare and
education technology ('EdTech'), most notably as Head of Apple
Education for Europe and Asia, Alan has a vision to make
WideAcademy a thought leader in the stem cell technology space,
which will enable us to reach wider audiences and influence the
next generation of stem cell therapies. We will leverage his
fantastic experience of how to disseminate information and
educational resources digitally as soon as possible and look
forward to updating the market with detail regarding his plans to
build WideAcademy into a credible and innovative brand at the
appropriate time.
We expect him to dramatically build on the successes we have
already experienced in this division. In September 2016 we
announced, as part of our partnership with the University of
Westminster, that we had devised a syllabus for a series of online
short courses targeted at healthcare professionals wanting to
expand their knowledge of stem cell technology, which does not
currently form part of a medical degree. The courses aim to close
the knowledge gap between healthcare professionals, to keep them
abreast of advancements as the industry continues to advance, and
will create a new revenue stream when they launch later this year.
The courses will also provide the Group with access to
professionals at the cutting edge of stem cell treatment and
delivery, thereby creating access to an additional market segment
to be targeted by both WideCells division and CellPlan.
Corporate
As the Group continues to establish itself in the global market,
we have made a number of key appointments to support our
sustainable growth. These include Alan Greenberg as Non-Executive
Director and Vice President of WideAcademy. I am confident that we
have secured a highly skilled and experienced team with the
requisite skillset to make significant contributions to the wider
growth of WideCells Group and to build the Company into a leader in
the stem cell support services market.
Financial Overview
We successfully raised GBP2m before expenses in an IPO on the
Main Market of the London Stock Exchange on 27 July 2016. This has
enabled us to set up our operations for WideCells and WideAcademy
in Manchester and for CellPlan in Porto and we are on target to
begin sales in Q2 2017.
Outlook
WideCells Group is driven by a vision to unlock the potential of
stem cells and make stem cell treatment affordable, accessible and
achievable for families worldwide. We have taken significant
strides forward this year to achieve this and have already
positioned ourselves as a potential leader in the global stem cell
services industry. With an expert leadership team, which has
experience across a range of recognised and highly relevant brands,
a host of global partners and strong foundations for growth already
in place, we are extremely excited about the months ahead. The
launch of the WideCells ISCT targeted for Q2 2017 will cement our
position in the UK stem cell storage market and, we anticipate,
will provide us with further openings for revenue generation and
partnership opportunities. We remain in ongoing discussion with
global cord blood banks as we seek to continue the expansion of
CellPlan's rollout to new markets globally. Alan Greenberg joining
the team allows WideAcademy to move from strength to strength as we
focus on building this division to become the go-to resource for
professionals and consumers wishing to learn more about stem cells.
We anticipate that the year ahead will be one of growth for the
Group as we further establish our brand and continue to progress
our vision.
Finally, I would like to take this opportunity to thank our
shareholders who provide ongoing support as we continue to grow
WideCells Group and distinguish ourselves in this market. This has
been instrumental to our achievements thus far and we look forward
to building your Company into a leader of stem cell support
services in the global market
Dr Graham Hine
Chairman
Consolidated statement of comprehensive income for the year
ended 31 December 2016
Note (Unaudited) (Unaudited)
2016 2015
GBP GBP
Revenue 3 25,000 50,644
Administrative costs (1,347,886) (251,330)
Loss from operations (1,322,886) (200,686)
Finance expense (30,710) (11,120)
Loss before tax (1,353,596) (211,806)
Taxation (7,517) (1,250)
Loss after tax attributable
to the owners of the parent (1,361,113) (213,056)
Total comprehensive loss attributable
to:
* owners of the parent (1,361,113) (165,166)
* non-controlling interest - (47,890)
---------------------------------------- ------ ------------- -------------
Loss for the year 4 (1,361,113) (213,056)
Loss per share
Basic and diluted loss per
ordinary share - GBP (0.03) (0.01)
---------------------------------------- ------ ------------- -------------
Consolidated statement of financial position at 31 December
2016
Note (Unaudited) (Unaudited)
2016 2015
GBP GBP
Assets
Non-current assets
Tangible fixed assets 381,918 30,454
381,918 30,454
Current assets
Stock 2,887 2,887
Trade and other receivables 22,554 114,783
VAT recoverable 59,567 24,002
Cash and cash equivalents 1,149,758 33,753
1,234,766 175,425
Total assets 1,616,684 205,879
Liabilities
Non-current liabilities
Borrowings 247,803 -
247,803 -
Current liabilities
Trade and other payables 390,769 103,501
Borrowings 165,879 714,490
556,648 817,991
Total liabilities 804,451 817,991
Issued capital and reserves
attributable to owners of the
parent
Share capital 5 135,145 48
Share premium 2,159,000 742
Merger reserve (185,727) (466,317)
Share-based payment reserve 211,513 -
Accumulated deficit (1,507,698) (146,585)
Total equity 812,233 (612,112)
Total equity and liabilities 1,616,684 205,879
--------------------------------- ------ ------------- -------------
Consolidated statement of cash flows for the year ended 31
December 2016
Note (Unaudited) (Unaudited)
2016 2015
GBP GBP
Cash flows from operating activities
Loss for the year (1,361,113) (213,056)
Adjustments for:
Deprecation of tangible fixed
assets 16,143 10,050
Amortisation of intangible
fixed assets - 1,473
Share-based payment expense 186,626 -
Net Interest expense 30,710 11,120
Taxation expense 7,517 1,250
Cash flows from operating activities
before changes in working capital (1,120,117) (189,163)
------------------------------------------------- ------------- -------------
Decrease in stock - 810
Decrease in trade and other
receivables 92,229 (30,337)
Increase in trade and other
payables 334,999 6,785
Cash generated from operations (692,889) (211,905)
Taxes paid (7,517) (1,250)
Net cash used in operating activities (700,406) (213,155)
Investing activities
Purchases of property, plant (205,531) -
and equipment
Sale of property, plant and
equipment 24,931 7,762
Net cash generated (used) in
investing activities (180,600) 7,762
Financing activities
Share issues 2,000,000 788
Cost of share issue (280,364) -
Interest paid (17,080) (11,120)
Issue of convertible debt 274,500 185,399
Proceeds from bank borrowings 200,000 76,934
Repayment of borrowings (180,045) (22,617)
Net cash generated from financing
activities 1,997,011 229,384
Net increase in cash and cash
equivalents 1,116,005 23,991
Cash and cash equivalents at
beginning of year 33,753 9,762
Cash and cash equivalents at
end of year 1,149,758 33,753
------------------------------------------------- ------------- -------------
Consolidated statement of changes in equity for the year ended
31 December 2016
Share Share Merger Share-based Accumulated Total
capital premium reserve payments deficit equity
GBP GBP GBP reserve GBP GBP
GBP
At 1 January 2016
(unaudited) 48 742 (466,317) - (146,585) (612,112)
Loss for the year - - - - (1,361,113) (1,361,113)
Foreign exchange
translation
Total comprehensive
loss - - - - (1,361,113) (1,361,113)
---------------------------- ---------- ----------- ----------- ----------------- ------------- -------------
Transactions with
owners
Conversion of
loan capital to
share capital 28 355,772 - - - 355,800
Share exchange 75,924 (356,514) 280,590 - - -
Share based payment
charge - - - 186,626 - 186,626
Issue of shares
on placing - 27
July 2016 including
ordinary shares 45,454 1,954,546 - - - 2,000,000
Conversion of
convertible loan
notes 13,609 465,421 - - - 479,030
Fee shares 82 3,518 - - - 3,600
Broker warrants - (24,887) - 24,887 - -
Costs of IPO - (239,598) - - - (239,598)
Total contribution
by and distributions
to owners 135,097 2,158,258 280,590 211,513 - 2,785,458
---------------------------- ---------- ----------- ----------- ----------------- ------------- -------------
At 31 December
2016 (unaudited) 135,145 2,159,000 (185,727) 211,513 (1,507,698) 812,233
---------------------------- ---------- ----------- ----------- ----------------- ------------- -------------
Share Share Merger Non-controlling Accumulated Total
capital premium reserve Interest deficit equity
GBP GBP GBP GBP GBP GBP
---------------------------- ---------- ----------- ----------- ----------------- ------------- -------------
1 January 2015(unaudited) 2 - - (180,589) (154,464) (335,051)
---------------------------- ---------- ----------- ----------- ----------------- ------------- -------------
Loss for the year - - - (47,890) (165,166) (213,056)
Total comprehensive
loss - - - (47,890) (165,166) (213,056)
Issue of shares 46 742 - - - 788
Capital contribution - - - - 173,045 173,045
Acquisition of
non-controlling
interests - - (466,317) 228,479 - (237,838)
Total contribution
by and distributions
to owners 46 742 (466,317) 228,479 173,045 (64,005)
At 31 December
2015 (unaudited) 48 742 (466,317) - (146,585) (612,112)
---------------------------- ---------- ----------- ----------- ----------------- ------------- -------------
Notes
1. Accounting policies
These Preliminary Results have been prepared in accordance with
the recognition and measurement principles of International
Financial Reporting Standards ("IFRS") and the IFRS Interpretation
Committee (IFRIC) interpretations as endorsed by the European
Union. The financial information set out in these Preliminary
Results does not constitute the Company's statutory accounts for
the year ended 31 December 2016 or the year ended 31 December 2015.
The financial information for the year ended 31 December 2015 is
derived from the unaudited statutory accounts for that year which
have been delivered to the Registrar of Companies. The audit of the
statutory accounts for the year ended 31 December 2016 is not yet
complete. These accounts will be finalised on the basis of the
financial information presented by the directors in this
preliminary announcement and will be delivered to the Registrar of
Companies following the company's annual general meeting.
The Directors have prepared cashflow forecasts for a period of
12 months from the date of releasing these Preliminary Results
which show that the Group will have sufficient funds to continue
and therefore that the going concern basis of preparation is
appropriate. However, a key assumption within these forecasts is
commencement of CellPlan sales from June 2017. The directors are
confident that the CellPlan product launch will be successful.
However if there are reduced sales during 2017 the company will
require additional funding to cover the 12 month period. The
directors have decided to raise additional funding via an equity
placing to assist in the development of the business and compensate
for any potential shortfalls. The directors have also provided
non-binding letters of intent that they will make available
additional funds to the company if there is a shortfall in the
funding.
Basis of preparation
WideCells Group PLC the company is a public company (the
"Company') is a company domiciled in England. The Company was
incorporated on 24 May 2016 and this is the first set of financial
information prepared by the Company.
The Group was formed when WideCells Group PLC entered into an
agreement to acquire the entire share capital of WideCells
International Limited and its wholly owned subsidiaries through the
issue of shares in the Company which took place on 16 June
2016.
The capital structure for the comparative year reflects the
former holding company, WideCells International Limited. Following
the Group reconstruction the capital structure reflects that of
WideCells Group PLC.
Accordingly, although the units which comprise the Group did not
form a legal group for the entire period, the current period and
comparative results comprise the results of the subsidiary
companies as if the Group had been in existence throughout the
entire period.
WideCells Group PLC adopted IFRS for the first time in its
Historical Financial Information for the 3 years ended 31 December
2015 as presented in the Placing and Admission to Listing document
dated 22 July 2016, WideCells Group PLC is a continuation of
WideCells Group Limited as reflected in the merger accounting
principle adopted and therefore the Group is not considered to be a
first time adopter of IFRS in these financial statements.
The principal accounting policies adopted by the Group are set
out below. The policies have been consistently applied to all the
periods presented.
Changes in accounting policies
New standards, interpretations and amendments effective from 1
January 2016
There were no new standards or interpretations effective for the
first time for periods beginning on or after 1 January 2016 that
had a significant effect on the Group's financial statements. None
of the amendments to Standards that are effective from that date
had a significant effect on the Group's financial statements.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and
interpretations are not effective for 2016 and therefore have not
been applied. The effective dates shown are for periods commencing
on the date quoted.
-- IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018) - EU endorsed
-- IFRS 9 Financial Instruments (effective 1 January 2018) - EU endorsed
-- IFRS 16 Leases (effective 1 January 2019) - not yet EU endorsed
The Group has considered the above new standards,
interpretations and amendments to published standards that are not
yet effective and concluded that they are either not relevant to
the Group or that they would not have a significant impact on the
Group's financial statements, apart from additional
disclosures.
Basis of consolidation
The Group financial statements consolidate those of the parent
company and all of its subsidiaries. The parent controls a
subsidiary if it has power over the investee to significantly
direct the activities, exposure, or rights, to variable returns
from its involvement with the investee, and the ability to use its
power over the investee to affect the amount of the investor's
returns, all subsidiaries have a reporting date of 31 December.
All transactions and balances between Group companies are
eliminated on consolidation, including unrealised gains and losses
on transactions between Group companies. Where unrealised losses on
intra-Group asset sales are reversed on consolidation, the
underlying asset is also tested for impairment from a Group
perspective. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries
acquired or disposed of during the year are recognised from the
effective date of acquisition, or up to the effective date of
disposal, as applicable.
The consolidated financial statements consist of the results of
the following entities:
Entity Summary description
WideCells Group PLC Ultimate holding company
WideCells International Limited Holding company of subsidiaries
WideCells Limited Trading company
WideCells Portugal SA Trading company
WideCells España SL Trading company
WideAcademy Limited Trading company
CellPlan Limited Holding company
CellPlan International Lda Trading company
Revenue
Revenue represents the fair value of the consideration received
or receivable in the year, net of discounts and sales taxes.
Sales income derives from the procurement and marketing of cord
blood stem cell storage. Revenue is recognised as detailed
below;
Revenue is recognised when it is probable that the economic
benefits associated with a transaction will flow to the Group and
the amount of revenue and associated costs can be measured
reliably. Where the work has been carried out and it is certain
that the income is due, appropriate adjustments are made through
deferred and accrued income on a percentage of completion basis.
Deferred income comprises of income received in advance of the
consideration being due and has been included within current
liabilities on the basis that the revenue becomes due within 12
months from the balance sheet date. Accrued Income Includes the
value of work performed during the period and where a right to
consideration has arisen, which was not invoiced until after the
period end.
Intangible assets
An intangible asset, which is an identifiable non-monetary asset
without physical substance, is recognised to the extent that it is
probable that the expected future economic benefits attributable to
the asset will flow to the Group and that its cost can be measured
reliably, the asset is deemed to be identifiable when it is
separable or when it arises from contractual or other legal
rights.
Amortisation is charged on a straight line basis through the
profit or loss. The rates applicable, which represent the
Directors' best estimate of the useful economic life, are;
-- WideCells trademark - Fully amortised
Impairment of non-financial assets (excluding inventories and
deferred tax assets)
Other non-financial assets are subject to impairment tests
whenever events or changes in circumstances indicate that their
carrying amount may not be recoverable. Where the carrying value of
an asset exceeds its recoverable amount (i.e. the higher of value
in use and fair value less costs to sell), the asset is written
down accordingly.
Where it is not possible to estimate the recoverable amount of
an individual asset, the impairment test is carried out on the
smallest group of assets to which it belongs for which there are
separately identifiable cash flows; its cash generating units
('CGUs'). Goodwill is allocated on initial recognition to each of
the Group's CGUs that are expected to benefit from the synergies of
the combination giving rise to the goodwill.
Impairment charges are included in profit or loss, except to the
extent they reverse gains previously recognised in other
comprehensive income.
Foreign currency
Transactions entered into by Group entities in a currency other
than the currency of the primary economic environment in which they
operate are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are
translated at the rates ruling at the reporting date. Exchange
differences arising on the retranslation of unsettled monetary
assets and liabilities are recognised immediately in profit or
loss, except for foreign currency borrowings qualifying as a hedge
of a net investment in a foreign operation, in which case exchange
differences are recognised in other comprehensive income and
accumulated in the foreign exchange reserve along with the exchange
differences arising on the retranslation of the foreign
operation.
On consolidation, the results of overseas operations are
translated into sterling at rates approximating to those ruling
when the transactions took place. All assets and liabilities of
overseas operations are translated at the rate ruling at the
reporting date. Exchange differences arising on translating the
opening net assets at opening rate and the results of overseas
operations at actual rate are recognised in other comprehensive
income and accumulated in the foreign exchange reserve.
Exchange differences recognised in the profit or loss of Group
entities on the translation of long-term monetary items forming
part of the Group's net investment in the overseas operation
concerned are reclassified to other comprehensive income and
accumulated in the foreign exchange reserve on consolidation.
Financial assets
The Group does not have any financial assets which it would
classify as fair value through profit or loss, available for sale
or held to maturity. Therefore all financial assets are classed as
loans and receivables as defined below.
Loans and receivables
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
arise principally through the provision of goods and services to
customers (e.g. trade receivables), but also incorporate other
types of contractual monetary asset. They are initially recognised
at fair value plus transaction costs that are directly attributable
to their acquisition or issue, and are subsequently carried at
amortised cost using the effective interest rate method, less
provision for impairment.
Impairment provisions are recognised when there is objective
evidence (such as significant financial difficulties on the part of
the counterparty or default or significant delay in payment) that
the Group will be unable to collect all of the amounts due under
the terms receivable, the amount of such a provision being the
difference between the net carrying amount and the present value of
the future expected cash flows associated with the impaired
receivable. For trade receivables, which are reported net, such
provisions are recorded in a separate allowance account with the
loss being recognised within administrative expenses in the
consolidated statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
The Group's loans and receivables comprise trade and other
receivables and cash and cash equivalents in the consolidated
statement of financial position.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short term highly liquid investments with
original maturities of three months or less, and - for the purpose
of the statement of cash flows - bank overdrafts. Bank overdrafts
are shown within loans and borrowings in current liabilities on the
consolidated statement of financial position.
Equity instruments
Convertible loan notes are categorised based on the substance of
the contract and not their legal form. Any contract that evidences
a residual interest in the assets of an entity after deducting all
of its liabilities is treated as an equity instrument.
A financial instrument is treated as an equity instrument only
if:
a) The instrument may or will be settled in the issuers own
equity instruments, it is either a derivative that will be settled
by the issuer exchanging a fixed amount of cash or another
financial instrument for a fixed number of its own equity shares,
or a non-derivative that includes a contractual obligation to
deliver a variable number of the entity's own equity shares.
b) The instrument includes no contractual obligation to deliver
cash or another financial asset to another entity
Financial liabilities
The Group does not have any financial liabilities that would be
classified as fair value through the profit or loss. Therefore
these financial liabilities are classified as financial liabilities
at amortised cost, as defined below.
Other financial liabilities include the following Items:
-- Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the
instrument. Such interest bearing liabilities are subsequently
measured at amortised cost using the effective interest rate
method, which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of the liability
carried in the consolidated statement of financial position.
Interest expense in this context includes initial transaction costs
and premium payable on redemption, as well as any interest or
coupon payable while the liability is outstanding.
-- Trade payables and other short-term monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest method.
Share capital
The Group's ordinary shares are classified as equity
instruments.
Dividends
Dividends are recognised when they become legally payable. In
the case of interim dividends to equity shareholders, this is when
declared by the Directors. In the case of final dividends, this is
when approved by the shareholders at the AGM. No dividends were
declared during the years to 31 December 2016.
Property, plant and equipment
Items of plant and equipment are initially recognised at cost.
As well as the purchase price, cost includes directly attributable
costs.
Depreciation is provided on all other items of property, plant
and equipment, so as to write off their carrying value over their
expected useful economic lives. It is provided at the following
rates:
Plant & Machinery - 33% straight line basis
Leasehold Improvements - 33% straight line basis
Computer equipment - 33% straight line basis
Motor vehicles - 33% straight line basis
Inventories
Inventories are initially recognised at cost, and subsequently
at the lower of cost and net realisable value. Cost comprises all
costs of purchase, costs of conversion and other costs incurred in
bringing the inventories to their present location and
condition.
Share-based payments
Where equity settled share options are awarded to employees, the
fair value of the options at the date of grant is charged to the
consolidated statement of comprehensive income over the vesting
period. Non-market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of
options that eventually vest. Non-vesting conditions and market
vesting conditions are factored into the fair value of the options
granted. As long as all other vesting conditions are satisfied, a
charge is made irrespective of whether the market vesting
conditions are satisfied. The cumulative expense is not adjusted
for failure to achieve a market vesting condition or where a
non-vesting condition is not satisfied.
Where the terms and conditions of options are modified before
they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to
the consolidated statement of comprehensive income over the
remaining vesting period.
2. Critical accounting estimates and Judgements
The Group makes certain estimates and assumptions regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from
these estimates and assumptions. There are no estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year.
3. Revenue
Revenue in all periods principally arises from the provision of
services. In 2016 this was from the planning phase of an R&D
contract with Qiginex, which will run through 2017 and 2018 in the
UK. The revenues from 2015 were the conclusion of stem cell storage
contracts in Portugal before the company began fundraising
activities in 2016.
4. Loss from operations
(Unaudited) (Unaudited)
2016 2015
GBP GBP
------------------------------ ---- ---- ------------- -------------
The loss for the period
is stated after charging:-
Depreciation 16,143 10,050
Amortisation - 1,473
Auditor's Remuneration 24,500 -
Operating lease - Property 33,320 -
Share-based payments 186,626 -
5. Share capital (Unaudited) (Unaudited) (Unaudited) (Unaudited)
2016 2016 2015 2015
Number GBP Number GBP
Authorised, allotted
and fully paid -
classified as equity
Ordinary shares of
GBP0.0001 each - - 475,000 48
Ordinary shares of
GBP0.0025 each 54,058,061 135,145 - -
------------------------ ------------- ------------- ------------- -------------
Total 54,058,061 135,145 475,000 48
------------------------ ------------- ------------- ------------- -------------
In accordance with CA 2006, the Company has no limit on its
authorised share capital.
On incorporation of the Company on 24 May 2016, two ordinary
shares of GBP0.0025 each were subscribed for and issued and
allotted in equal number to João Andrade and Lopes Gil.
The parent company at 31 December 2015 was WideCells
International and had 475,000 ordinary shares of GBP0.0001 in
issue. On 25 January 2016 285,000 ordinary shares were issued to
minority interest shareholders who had transferred their stakes to
the Group in December 2015.
On 16 June 2016 the Company issued and allotted 30,399,998
ordinary shares to the shareholders of WideCells International in
consideration for the transfer of the entire issued share capital
of WideCells international to the Company, making it a wholly owned
subsidiary of the Company, and making the Company the new parent
company.
On 27 July 2016 the Company issued 18,181,819 ordinary shares at
a price of GBP0.11 per ordinary share. On the same date the Company
issued 5,443,515 conversion shares in exchange for the cancellation
of convertible debt and 32,727 fee shares.
**ENDS**
For further information, please visit the Company's website
www.widecellsgroup.com, follow us on Twitter @WideCells_Group or
contact:
WideCells Group CEO - João Andrade Tel: +351 919
033 171
-------------------- -------------------------- ---------------
Vicarage Capital Broker - Jeremy Woodgate Tel: +44 (0)
Ltd & Rupert Williams 20 3651 2912
-------------------- -------------------------- ---------------
Shard Capital Broker - Damon Heath Tel: +44 (0)
Partners LLP & Erik Woolgar 207 186 9950
-------------------- -------------------------- ---------------
St Brides Partners PR - Elisabeth Cowell Tel: +44 (0)
Ltd & Charlotte Page 20 7236 1177
-------------------- -------------------------- ---------------
Notes to Editors
WideCells Group PLC is building an integrated stem cell services
company, focused on making stem cell treatments accessible and
affordable. The Directors believe that the use of cord blood stem
cells for transplant will drive one of the next important phases in
medicine and is therefore developing market leading products in
complementary, strategic areas which are designed to take advantage
of substantial market opportunities in one of the fastest growing
segments in the healthcare industry. With this in mind, it has
created three divisions:
-- CellPlan: the world's first stem cell healthcare insurance
plan with financial cover for medical treatment, travel and
accommodation expenses and concierge service to manage the
treatment process.
-- WideCells: the Institute of Stem Cell Technology has been
established and is based in the University of Manchester Innovation
Centre to focus on stem cell research and regenerative medicine.
WideCells also has international cryogenics divisions specialising
in stem cell storage.
-- WideAcademy: developing an education and training division to
promote awareness of the benefits of stem cell storage across the
global general practice community.
The Group has built an experienced senior management team that
has been integral to the development of its growth and business to
date.
Stem Cell Fast Facts:
-- Cord blood (which is taken from the umbilical cord) provides
the most effective source of stem cells for families due to it
being simple, safe and painless to collect relative to other
sources of stem cells such as bone marrow. WideCells will focus on
promoting the collection and storage cord blood.
-- Since 2005, there has been a 300% increase in the number of
illnesses that can be treated using stem cells.
-- 82 illnesses can currently be treated using stem cell procedures.
-- Despite initial storage often costing no more than a few
GBPthousand, actual treatment can cost in the GBPhundreds of
thousands.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR WGURWWUPMUAU
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March 30, 2017 02:02 ET (06:02 GMT)
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