TIDMAKT
RNS Number : 8412F
Ark Therapeutics Group PLC
30 April 2014
Ark Therapeutics Group plc
Preliminary Announcement - Final results for the year ended 31
December 2013
London, UK, 30 April 2014- Ark Therapeutics Group plc (LSE: AKT)
today announces its audited results for the year ended 31 December
2013.
Financial highlights
-- Total revenues and other income for the year ended 31
December 2013 of GBP0.3m (31 December 2012: GBP1.9m)
-- Net assets at 31 December 2013 of GBP0.9m (31 December 2012: net liabilities of GBP0.2m)
-- Cash and short-term deposits of GBP0.8m (31 December 2012: GBP1.7m)
-- Profit for the year after tax was GBP1.1m (31 December 2012: loss after tax was GBP2.5m)
-- On 15 March 2013 the Company disposed of its operating subsidiaries
-- Post-period the Company signed heads of terms in connection
with the possible acquisition of a revenue-generating and
profitable UK-based private company in the healthcare support
services sector
A full copy of the Company's Annual Report and Accounts for the
year ended 31 December 2013 is available on its website at
www.arktherapeutics.com within the Investor Relations section. In
accordance with Listing Rule 9.6.1, the Annual Report and Accounts
have also been uploaded to National Storage Mechanism, and will
shortly be available for viewing.
Disclosure & Transparency Rule ("DTR") 6.3.5 requires the
Company to disclose to the media certain information from its
Annual Report, if that information is of a type that would be
required to be disseminated in a half-yearly report. Accordingly,
this announcement should be read in conjunction with and is not a
substitute for reading, the full Annual Report and Accounts.
Together these constitute the information required by DTR 6.3.5,
which is required to be communicated in unedited full text through
a Regulatory Information Service.
The information included in this announcement is extracted from
the 2013 Annual Report which was approved by the Directors on 29
April 2014. Defined terms used in the announcement refer to terms
as defined in the 2013 Annual Report unless the context otherwise
requires.
Annual General Meeting
The Notice convening the next Annual General Meeting, which is
expected to take place by the end of June 2014 at the offices of
Ashurst, Broadwalk House, 5 Appold Street, London EC2A 4HA will be
posted separately to shareholders nearer the time.
For further information please contact:
Ark Therapeutics Group plc Tel: +44 (0)207 002 1005
Iain G Ross, Non-Executive Chairman
David Venables, Non-Executive
Director
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding Ark's financial
position, business strategy, plans and objectives of management for
future operations, and any statements preceded by, followed by or
that include forward-looking terminology such as the words
"targets", "believes", "estimates", "expects", "aims", "intends",
"will", "can", "may", "anticipates", "would", "should", "could" or
similar expressions or the negative thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond Ark's control that could cause the actual
results, performance or achievements of Ark to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions
regarding Ark's present and future business strategies and the
environment in which Ark will operate in the future. These
forward-looking statements speak only as at the date of this
announcement. Ark expressly disclaims any obligation or undertaking
to disseminate any updates or revisions to any forward-looking
statements contained in this announcement to reflect any change in
Ark's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
As a result of these factors, readers are cautioned not to rely on
any forward-looking statement.
CHAIRMAN'S STATEMENT
Dear Shareholder
-- We finished the year with cash and short-term deposits of
GBP0.8m compared to GBP1.7m at the end of December 2012.
-- Total revenues and other income for the year ended 31
December 2013 were GBP0.3m compared with GBP1.9m last year and
related to a payment received from Crawford Woundcare Limited
relating to the disposal of our woundcare business in 2011.
-- The profit for the year before tax was GBP1.1m compared to a loss of GBP2.5m in 2012.
-- Net assets at 31 December 2013 amounted to GBP0.9m compared
to net liabilities of GBP0.2m at 31 December 2012.
-- On 15 March 2013 the Company disposed of its trading subsidiaries.
As detailed in the Company's financial results for the year
ended 31 December 2012 published on 30 April 2013, the first
interim management statement issued on 17 May 2013, the half yearly
report issued on 9 August 2013 and the second interim management
statement issued on 6 November 2013, the key events for the
reporting year have been as follows:
-- On 30 January 2013 the Company announced that, having failed
to gain sufficient support for an institutional fundraising in late
2012/early 2013, it had appointed WG Partners to assist the Company
in reviewing and evaluating a number of strategic options open to
the Company to maximise value for Shareholders. These options
included a formal sale process, which was initiated on 30 January
2013.
-- On 28 February 2013 the Company announced that it had not
received any indicative offers pursuant to the formal sale process.
In parallel, the Board had attempted at various points to obtain
finance from clients, direct competitors, banks and via the
disposal of non-core product assets. However, all such steps proved
unsuccessful.
-- On 7 March 2013 Wölbern Private Equity ("WPE") made a formal
offer for the acquisition of the operating subsidiaries of the
Company - Ark Therapeutics Limited, Ark Therapeutics Oy and
Lymphatix Oy (the "Subsidiaries") (the "Disposal"). This offer was
expressly conditional on the UKLA (UK Listing Authority) agreeing
to apply a waiver under Listing Rule 10.8 to the Disposal, thereby
not requiring the Company to obtain the approval of its
shareholders for the Disposal as it had no alternative but
immediately to dispose of the Subsidiaries in order to avoid an
insolvency process. WPE therefore confirmed to the Board on 10
March 2013 that the transaction had to be completed on or before 15
March 2013 otherwise its offer would lapse.
-- On 15 March 2013 the Company made a comprehensive and
detailed announcement that it had disposed of the Subsidiaries
having been granted a Listing Rule 10.8 waiver. The Company
received GBP1.335m in consideration gross of disposal costs and
recognised a profit on disposal of GBP1.012m.
-- On 9 July 2013 the Company announced that it had amicably
negotiated and settled a potential dispute with Crawford Woundcare
Limited.
Since the date of the Disposal the Board has ensured that the
Company has maintained its London Stock Exchange listing and met
its financial, fiduciary and reporting obligations.
Board and Management
As a result of the Disposal, Professor Seppo Ylä-Herttuala and
David Prince both resigned as Non-Executive Directors on 15 March
2013 and Dr David Venables' employment as Chief Executive Officer
and my employment as Executive Chairman were terminated on 31 March
2013. However, both Dr Venables and I, along with Dr David Bloxham
and Charles Spicer, continue to serve on the Board as Non-Executive
Directors. The Company no longer has any employees.
Basis of Preparation
As a result of the Disposal, the Company had no subsidiaries at
year-end. In accordance with the Companies Act 2006, the Company is
not, therefore, required to consolidate the formerly owned
Subsidiaries up to the date of the Disposal. Accordingly, we
present in this annual report and accounts the results of Ark
Therapeutics Group plc company only for the 12 months ended 31
December 2013.
Summary and Outlook
Post-period on 28 March 2014, we were pleased to announce that
the Company had signed heads of terms in connection with the
possible acquisition of a revenue-generating and profitable
UK-based private company in the healthcare support services sector
("Target").
The transaction would be structured by way of an acquisition of
the Target by Ark in consideration for the issue of new Ark shares
to the shareholders of the Target. Due to its size in relation to
Ark, the proposed acquisition of the Target would constitute a
'reverse takeover' for the purposes of the Listing Rules.
In response to a request by the Company, the UK Listing
Authority suspended the listing of Ark's Premium listed shares on
the Main Market of the London Stock Exchange on 28 March 2014
pending publication of the required shareholder documents.
Shareholder approval would be required to approve the acquisition
of the Target which would be sought at a general meeting to be
convened in due course, after which the Company would also expect
to seek a lifting of the trading suspension.
The Board will make further announcements in due course.
Iain G Ross
Chairman
Ark Therapeutics Group plc
29 April 2014
FINANCIAL REVIEW
Overview
As a result of the disposal of the trading subsidiaries during
2013 as described more fully in the Chairman's statement on pages 3
and 4, the Company reports a profit from operations of GBP1.1m
compared to a loss of GBP2.5m in 2012.
As announced previously, we completed the disposal of our
woundcare business to Crawford Woundcare Limited in 2011. Total
proceeds recognised in the current year from this disposal totalled
GBP0.3m and are disclosed under discontinued operations on the face
of the income statement and also in note 8.
Cash and cash equivalents as at 31 December 2013 totalled
GBP0.8m (2012: GBP1.7m).
The financial statements do not include any provision for the
future cost of terminating the business of the Company except to
the extent that such costs were committed at the balance sheet
date. No material adjustments arose as a result of ceasing to apply
the going concern basis.
Results of operations years ended 31 December 2013 and 2012
Other administrative expenses
Other administrative expenses for the period were GBP1.0m (2012:
GBP0.9m). Administrative expenses consist primarily of remuneration
and professional fees. The increase reflected increased costs
associated with expenses related to the progression of discussions
with potential 'reverse' candidates resulting in the proposed
reverse takeover detailed in the Chairman's statement on page
4.
Impairment charges
There were no impairment charges in the current year (2012:
GBP1.7m). Impairment losses during 2012 arose primarily as a result
of the impairment review performed at 31 December 2012. Following
the sale of the trading subsidiaries of the Group on 15 March 2013
the carrying values of the net assets of those subsidiaries were
impaired down to their recoverable amounts, being their fair value
less costs of disposal, determined with reference to the post year
end sale at arm's length.
Share-based compensation
The share-based compensation charge for the period amounted to
GBP0.06m (2012: GBP0.05m). The charge in the year arose from new
share options granted in the year and a reassessment of the
probability of certain performance criteria being achieved on
outstanding options and LTIPs.
Taxation
There was no UK corporation tax charge for the year under review
due to a taxable loss being made in the year.
Balance sheet
Total net assets (defined as total assets less total
liabilities) have increased by GBP1.2m to GBP0.9m as at 31 December
2013, principally as a result of the forgiveness of the
intercompany loan as mentioned in note 8 to the financial
statements.
Cash flow
The net cash outflow from operating activities for the year was
GBP1.3m (2012: a net cash inflow of GBP0.2m). Ark's net cash inflow
from investing activities was GBP0.4m (2012: a cash outflow of
GBP6.7m).
The Board operates an Investment Policy governing the investment
of the Company's cash resources, under which the primary objective
is to invest in low risk cash or cash equivalent investments to
safeguard the principal, ensuring that these resources remain
available to fund the Company's operations.
Going concern
As outlined in the Chairman's statement on pages 3 and 4, on 15
March 2013 the Company sold 100% of the ordinary share capital of
its subsidiary undertakings, Ark Therapeutics Limited and Lymphatix
Oy, to WKD Holding Oy. Following the sale of those subsidiaries the
Company ceased its principal activity. Ark Therapeutics Group plc
will continue in operational existence for the foreseeable future
for the purpose of entering into a reverse transaction or, if that
transaction were to be unsuccessful, to distribute funds back to
shareholders. As required by IAS 1 Presentation of Financial
Statements, the Directors have prepared the financial statements on
a basis other than that of a going concern given that its principal
activity has ceased during the year. The financial statements do
not include any provision for the future cost of terminating the
business of the Company except to the extent that such were
committed at the balance sheet date. No material adjustments arose
as a result of ceasing to apply the going concern basis.
Sue Steven
Company Secretary
29 April 2014
Directors' responsibilities statement
The Directors are responsible for preparing the annual report,
Directors' remuneration report and the financial statements in
accordance with applicable laws and regulations.
Company law requires the Directors to prepare such financial
statements for each financial year. Under IAS Regulation the
Directors are required to prepare financial statements in
accordance with International Financial Reporting Standards
("IFRSs") as adopted by the European Union ("EU"). Under company
law the Directors must not approve the accounts unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for
that period. In preparing these financial statements, the Directors
are required to:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
the Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
The Directors confirm to the best of their knowledge that:
(a) the financial statements, prepared in accordance with IFRSs
as adopted by the EU, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company
and the undertakings included in the consolidation taken as a
whole; and
(b) the Strategic report includes a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces; and
(c) the annual report and financial statements, taken as a
whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the company's
performance, business model and strategy.
By order of the Board
I Ross D Venables
Director Director
29 April 2014 29 April 2014
Condensed income statement for the year ended 31 December
2013
Year ended Year ended
31 December 31 December
2013 2012
Note GBP'000 GBP'000
Other administrative expenses (1,031) (913)
Impairment of non-current assets - (1,622)
Impairment of other current assets - (70)
Share-based compensation (64) (45)
----------------------------------------------- ----- ------------- -------------
Administrative expenses (1,095) (2,650)
----------------------------------------------- ----- ------------- -------------
Operating loss (1,095) (2,650)
Investment income 3 30
Finance costs - (109)
----------------------------------------------- ----- ------------- -------------
Loss on ordinary activities before
taxation (1,092) (2,729)
Taxation - -
----------------------------------------------- ----- ------------- -------------
Loss on ordinary activities after
taxation (1,092) (2,729)
Discontinued operations
Profit from discontinued operations
after taxation 2,193 206
----------------------------------------------- ----- ------------- -------------
Profit/(loss) on ordinary activities
after taxation, being retained profit/(loss)
for the year and total comprehensive
income/(expense) 1,101 (2,523)
----------------------------------------------- ----- ------------- -------------
Profit/(loss) per share (basic and
diluted) 2
Basic 0.5p (1.2p)
Diluted 0.5p (1.2p)
----------------------------------------------- ----- ------------- -------------
Condensed balance sheet as at 31 December 2013
31 December 31 December
2013 2012
GBP'000 GBP'000
Non-current assets
Investments in subsidiaries - 74
- 74
----------------------------------------- ------------ ------------
Current assets
Trade and other receivables 225 49
Cash and cash equivalents 758 1,655
----------------------------------------- ------------ ------------
983 1,704
----------------------------------------- ------------ ------------
TOTAL ASSETS 983 1,778
----------------------------------------- ------------ ------------
Current liabilities
Trade and other payables 64 448
Amounts owed to subsidiary undertakings - 1,576
TOTAL LIABILITIES 64 2,024
----------------------------------------- ------------ ------------
Equity
Share capital 2,092 2,092
Share premium 118,937 118,937
Merger reserve 1,521 1,521
Share-based compensation reserve 465 401
Retained loss (122,096) (123,197)
----------------------------------------- ------------ ------------
TOTAL EQUITY 919 (246)
----------------------------------------- ------------ ------------
TOTAL LIABILITIES AND EQUITY 983 1,778
----------------------------------------- ------------ ------------
The financial statements of Ark Therapeutics Group plc,
registered number 04313987, were approved by the Board of Directors
and authorised for issue on 29 April 2014. They were signed on its
behalf by:
I Ross D Venables
Director Director
29 April 2014 29 April 2014
Condensed cash flow statement for the year ended 31 December
2013
Year ended Year ended
31 December 31 December
2013 2012
GBP'000 GBP'000
Operating loss (1,095) (2,650)
Adjustments for non-cash items
Movements in provision against inter-company
loans - 70
Impairment loss on investment in
subsidiaries - 1,622
Share-based compensation 64 45
Changes in working capital
(Increase)/decrease in receivables (176) 566
(Decrease)/increase in payables (383) 301
Net cash used in operating activities (1,590) (46)
----------------------------------------------- ------------- -------------
Investing activities
Interest received 3 31
Proceeds on sale of subsidiaries (net
of disposal costs) 1,385 206
Funding of subsidiary companies (695) (6,711)
Net cash from/(used in) investing
activities 693 (6,474)
----------------------------------------------- ------------- -------------
Net decrease in cash and cash equivalents (897) (6,520)
Cash and cash equivalents at beginning
of year 1,655 8,175
Cash and cash equivalents at end of
year 758 1,655
----------------------------------------------- ------------- -------------
Condensed statement of changes in equity for the year ended 31
December 2013
Share Share Merger Share-based Retained Total
capital premium reserve compensation loss
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1
January 2012 2,092 118,937 1,521 356 (120,674) 2,232
Loss for the year - - - - (2,523) (2,523)
Total comprehensive
expense 2,092 118,937 1,521 356 (123,197) (291)
Credit to equity
for share based
payments - - - 45 - 45
Balance as at 31
December 2012 2,092 118,937 1,521 401 (123,197) (246)
Profit for the year - - - - 1,101 1,101
Total comprehensive
income 2,092 118,937 1,521 401 (122,096) 855
--------------------- --------- --------- --------- -------------- ---------- ---------
Credit to equity
for share based
payments - - - 64 - 64
--------------------- --------- --------- --------- -------------- ---------- ---------
Balance as at 31
December 2013 2,092 118,937 1,521 465 (122,096) 919
--------------------- --------- --------- --------- -------------- ---------- ---------
Selected notes to the financial information
1 Presentation of financial information
These results for the year ended 31 December 2013 are an excerpt
from the Annual Report and Accounts 2013 and do not constitute the
Company's statutory accounts for 2013 or 2012. Statutory accounts
for 2012 have been delivered to the Registrar of Companies, and
those for 2013 will be delivered in due course. The Auditor has
reported on both those accounts: Their report for the year ended 31
December 2012 was unqualified, did not contain statements under
Sections 498(2) or (3) of the Companies Act 2006 or equivalent
preceding legislation but did contain an emphasis of matter in
respect of the fact the former Group's financial statements were
prepared on a basis other than that of a going concern. Their
report for the year ended 31 December 2013 was unqualified, did not
contain statements under Sections 498(2) or (3) of the Companies
Act 2006 or equivalent preceding legislation but did contain an
emphasis of matter in respect of the fact the Company's financial
statements were prepared on a basis other than that of a going
concern.
Whilst the financial information included in this Annual Results
Release has been prepared in accordance with International
Financial Reporting Standards ("IFRS") adopted by the European
Union, this announcement does not itself contain sufficient
information to comply with IFRS. Full Financial Statements that
comply with IFRS are included in the Annual Report & Accounts
2013 which is available at www.arktherapeutics.com, hard copies of
which will be distributed in due course.
The accounting policies adopted are consistent with those
followed in the preparation of the Company's Annual Report &
Accounts 2013 which are unchanged from those adopted in the former
Group's Annual Report & Accounts 2012, except as described
below.
In the current financial year, the Company has adopted IFRS 13
"Fair Value Measurement".
IFRS 13 defines fair value and replaces the requirements
contained in individual accounting standards. The standard does not
change the requirements regarding which items should be measured or
disclosed at fair value and as such has no material impact on these
financial statements.
The following amendments to Standards are also effective from
the current financial year but currently do not materially impact
the Company's Financial Statements: IFRS 7 (Amendments) improves
disclosure in netting arrangements associated with financial assets
and financial liabilities; IAS 1 (Amendments) improves how items of
other comprehensive income should be presented in the statement of
other comprehensive income; IAS 32 (Amendments) addresses
inconsistencies relating to offsetting of financial assets and
financial liabilities criteria; and IAS 36 (Amendments) clarifies
the disclosure requirements of changes made by the introduction of
IFRS 13.
Going concern
As outlined in the Chairman's statement on pages 3 and 4, on 15
March 2014 the Company sold 100% of the ordinary share capital of
its subsidiary undertakings, Ark Therapeutics Limited and Lymphatix
Oy, to WKD Holding Oy. Following the sale of those subsidiaries the
Company ceased its principal activity. Post-period on 28 March
2014, we were pleased to announce that the Company had signed heads
of terms in connection with the possible acquisition of a
revenue-generating and profitable UK-based private company in the
healthcare support services sector ("Target"). Due to its size in
relation to Ark, the proposed acquisition of the Target would
constitute a 'reverse takeover' for the purposes of the Listing
Rules.
As required by IAS 1 Presentation of Financial Statements, the
Directors have prepared the financial statements on a basis other
than that of a going concern given that its principal activity has
ceased during the year. The financial statements do not include any
provision for the future cost of terminating the business of the
Company except to the extent that such costs were committed at the
balance sheet date. No material adjustments arose as a result of
ceasing to apply the going concern basis.
2 Profit/(loss) per share
From continuing and discontinued operations
The calculation of the basic and diluted earnings per share is
based on the following data:
2013 2012
Earnings
Earnings for the basis of basic and
diluted earnings per share 1,101 (2,523)
------------------------------------- ------ --------
2013 2012
Number of shares GBP'000 GBP'000
Weighted average number of ordinary
shares of the purposes of basic earnings
per share 209,276,676 209,276,676
Effect of dilutive potential ordinary 11,099,999 -
shares from share options
------------------------------------------- -------------- --------------
Weighted average number of ordinary
shares for the purposes of diluted
earnings per share 220,376,675 209,276,676
------------------------------------------- -------------- --------------
3 Dividends
The Directors are unable to recommend the payment of a dividend
(2012: GBPnil).
4 Events after the balance sheet date
On 28 March 2014 the Company announced that the Company had
signed heads of terms in connection with the possible acquisition
of a revenue-generating and profitable UK-based private company in
the healthcare support services sector ("Target").
The transaction would be structured by way of an acquisition of
the Target by Ark in consideration for the issue of new Ark shares
to the shareholders of the Target. Due to its size in relation to
Ark, the proposed acquisition of the Target would constitute a
'reverse takeover' for the purposes of the Listing Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SEFFAUFLSELL
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