3 June
2021
4basebio UK Societas
("4basebio", the "Company" or the “Group”)
Final Results
The Board of 4basebio UK Societas is pleased to report the
results for the financial year ended 31 December 2020.
Highlights
- Spin out of DNA operations from 4basebio AG (now 2Invest AG)
before year end
- Expansion into 12,000 square foot freehold office, laboratory
and warehousing space near Cambridge in Q3 2020
- Development of UK DNA and nanoparticle scaling and validation
team Q4 2020
- Admission of newly formed 4basebio UK Societas Group to AIM in
February 2021
- Signed research collaboration and evaluation license agreements
with Royal Holloway University of London for
development of a non-viral vector for treatment of Duchenne
muscular dystrophy in April 2021
Overview
The 4basebio UK Societas group of companies (“the Group”) was
spun out of 4basebio AG, a German listed company, on 8 December
2020. The Company seat was subsequently transferred to the UK
and the Company was admitted to AIM on 17
February 2021.
The Group is a specialist life sciences group of companies
focused on supplying therapeutic DNA for gene therapies and
gene-based vaccines and providing solutions for effective and safe
delivery of these DNA/RNA based products to patients.
Its focus is the validation, scaling and supply of proprietary
high quality GMP (Good Manufacturing Practice) grade synthetic DNA
as well as proprietary non-viral nanoparticles which can
efficiently and safely deliver fully functional genes to patients.
These products and technologies are also available for customers
and partners with whom we endeavour to combine our capabilities and
know-how to develop gene therapy solutions for clinical development
and commercialisation.
This announcement contains inside
information for the purposes of the UK Market Abuse Regulation and
the Directors of the Company are responsible for the release of
this announcement.
For further enquiries, please
contact:
4basebio UK
Societas |
+44 (0)12 2396
7943 |
Heikki Lanckriet,
CEO |
|
|
+44 (0)20 7213
0880 |
Cairn Financial
Advisers LLP (Nominated Adviser) |
|
Jo Turner / Sandy
Jamieson |
|
|
|
finnCap Ltd
(Broker) |
|
Geoff Nash/Richard
Chambers/Charlotte Sutcliffe |
+44 (0)20 7220
0500 |
|
|
Walbrook PR |
+44 (0)20
7933 8780 or 4basebio@walbrookpr.com |
Anna Dunphy / Paul McManus |
Mob: +44
(0)7876 741 001 / +44 (0)7980 541 893 |
|
|
|
|
Chairman’s statement
I am delighted to be able to deliver my first statement as
Chairman of the newly formed 4basebio UK Societas Group of
companies. Since the decision was taken by the 4basebio AG
board in 2020 to spin out the DNA assets of that group into
4basebio UK Societas and admit its shares to trading on AIM, the
Company and Group has witnessed significant change.
4basebio UK Societas, formally 4basebio SE, was a German
registered European stock corporation which was used to facilitate
the spin out from 4basebio AG. Following approval of the spin out
by the 4basebio AG Extraordinary General Meeting of 3 November 2020 and subsequent confirmation by
the German commercial register on 8 December
2020, its registered seat was moved to the UK on
22 December 2020.
Following Brexit and the requisite change to the SE legislation,
the Company’s status was automatically changed to a UK stock
corporation, a UK Societas. The Company will seek shareholder
approval at the forthcoming Annual General Meeting to become a UK
PLC. This will not affect its quoted status on AIM.
This process followed acknowledgement by the Board of 4basebio
AG that the market valuation of its DNA business would benefit over
time from a separate listing, distinct from 4basebio AG which now
acts as an investment company. To that end, the AIM Market of
London Stock Exchange (AIM) was identified as a highly suitable
market due to the breadth of peer companies, London’s large and
sophisticated investor base and the UK operational footprint of the
Company, with its Head Office near Cambridge.
With the spin out and flotation process now completed, the focus
of the Board is now very much on the commercialisation of the
Group’s technology and growing stakeholder value over time.
During the latter part of 2020, the Group made the decision to
accelerate its development activities by establishing a UK science
group alongside the existing Spanish team. That UK group now
stands at seven staff with further hires planned over coming
months.
The Group continues to focus on its validation and scaling
programmes, both in house and with selected academic and commercial
partners. Near term objectives are centred on the Group’s
proprietary synthetic hpDNA™ being validated for use in AAV
(adeno-associated viral vectors) and in vitro transcription (IVT),
as well as delivering GMP readiness. While we remain
relatively early in this process, it is becoming increasingly clear
that these specific areas present a significant supply challenge
for large pharma and biotech which are seeking alternative DNA
solutions, both due to existing supply constraints and certain
challenges in using plasmid DNA.
The Group remains fundamentally at a pre revenue stage but the
Board is optimistic that this approach will prove fruitful with
revenue and market opportunities opening up during the course of
2021 and 2022 in particular.
Tim McCarthy
Chairman
2 June 2021
Consolidated statement of profit or loss and other
comprehensive income
for the year ended 31 December
|
|
|
|
|
|
2020
£‘000 |
|
2019
£‘000 |
|
|
|
|
|
|
Revenues |
|
|
462 |
|
202 |
Cost of
goods sold |
|
|
(188) |
|
(230) |
Gross
profit |
|
274 |
|
(28) |
|
|
|
|
|
|
|
Sales and
marketing expenses |
|
|
(141) |
|
(118) |
Administration expenses |
|
(516) |
|
(237) |
Research
and non-capitalised development expenses |
(343) |
|
(254) |
Other
operating expenses |
(1) |
|
(11) |
Other
operating income |
105 |
|
228 |
Loss
from operations |
(622) |
|
(420) |
|
|
|
|
|
|
|
Finance
expense |
|
|
(94) |
|
(109) |
Financial result |
|
|
(94) |
|
(109) |
|
|
|
|
|
|
Loss
before tax |
|
|
(716) |
|
(529) |
|
|
|
|
|
|
|
Income tax
expense |
|
|
(3) |
|
106 |
|
|
|
|
|
|
Loss for
the period |
|
|
(719) |
|
(423) |
|
|
|
|
|
|
|
Loss per
share |
|
|
|
|
- Diluted and Undiluted (in £/share)
|
(0.08) |
|
(0.05) |
|
|
|
|
|
|
|
Items
that may be reclassified to the income statement in subsequent
periods |
|
|
|
|
Exchange
rate adjustments |
162 |
|
- |
|
|
|
|
|
Total
comprehensive income |
|
(557) |
|
(423) |
|
|
|
|
|
|
|
|
Consolidated statement of financial position
31 December
|
|
|
|
2020
£’000 |
|
2019
£’000 |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Intangible
assets |
785 |
|
450 |
Property,
plant and equipment |
1,478 |
|
78 |
Other
non-current assets |
34 |
|
29 |
Non-current assets |
2,297 |
|
557 |
|
|
|
|
Inventories |
131 |
|
102 |
Trade
receivables |
39 |
|
77 |
Other
current assets |
341 |
|
339 |
Cash and
cash equivalents |
15,001 |
|
80 |
Current
assets |
15,512 |
|
598 |
|
|
|
|
|
|
|
Total
assets |
|
17,809 |
|
1,155 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Financial
liabilities |
(416) |
|
(446) |
Trade
payables |
(96) |
|
(101) |
Other
current liabilities |
(301) |
|
(19) |
Current
liabilities |
|
(813) |
|
(566) |
|
|
|
|
Financial
liabilities |
(1,301) |
|
(2,142) |
Other
liabilities |
(237) |
|
(337) |
Non-current liabilities |
|
(1,538) |
|
(2,479) |
|
|
|
|
Total
liabilities |
(2,351) |
|
(3,045) |
Net
assets |
15,458 |
|
(1,890) |
|
|
|
|
Share
capital |
11,130 |
|
6,362 |
Share
premium |
706 |
|
0 |
Merger
reserve |
688 |
|
0 |
Capital
reserve |
13,099 |
|
1,356 |
Foreign
exchange reserve |
175 |
|
13 |
Accumulated loss |
(10,340) |
|
(9,621) |
Total
Equity |
15,458 |
|
(1,890) |
Consolidated statement of changes in equity
for the year ended 31 December
2020
in £‘000 |
Share
capital |
Share
premium |
Merger
reserve |
Capital reserve |
Foreign exchange |
Profit
and loss reserve |
Total
equity |
Balance at 1
January 2020 |
6,362 |
- |
- |
1,356 |
13 |
(9,621) |
(1,890) |
Capital contributions
from 4basebio AG (now 2Invest AG) |
- |
- |
- |
11,743 |
- |
- |
11,743 |
Combination
accounting |
(6,258) |
- |
688 |
- |
- |
- |
(5,570) |
Capital contributions
from 4basebio AG (now 2Invest AG) |
|
|
|
|
|
|
|
Loss after income
tax |
- |
- |
- |
- |
- |
(719) |
(719) |
Shares issued for
cash |
3,209 |
706 |
- |
- |
- |
- |
3,915 |
Foreign Exchange
difference arising on translation of 4basebio S.L.U. |
- |
- |
- |
- |
162 |
- |
162 |
Shares issued to
acquire subsidiaries |
7,817 |
- |
- |
- |
- |
- |
7,817 |
Balance at 31
December 2020 |
11,130 |
706 |
688 |
13,099 |
175 |
(10,340) |
15,458 |
in £‘000 |
Share
capital |
Share
premium |
Merger
reserve |
Capital reserve |
Foreign exchange |
Profit
and loss reserve |
Total
equity |
Balance at 1
January 2019 |
6,362 |
- |
- |
1,356 |
13 |
(9,198) |
(1,467) |
Loss after income tax
and total comprehensive income for the period |
- |
- |
- |
- |
- |
(423) |
(423) |
Balance at 31
December 2019 |
6,362 |
- |
- |
1,356 |
13 |
(9,621) |
(1,890) |
Consolidated statement of cash flows
for the year ended 31 December
|
|
|
2020
£’000 |
|
2019
£’000 |
|
|
|
|
|
|
Net
loss for the period |
|
|
(719) |
|
(423) |
Adjustments to reconcile net loss for the period to net
cashflows |
|
|
|
|
Income
taxes |
|
3 |
|
(106) |
Interest
charge |
|
|
94 |
|
104 |
Depreciation of property, plant and equipment |
|
83 |
|
15 |
Amortisation and impairment of intangible assets |
4 |
194 |
|
236 |
Other
non-cash items |
11 |
25 |
|
(57) |
Working
capital changes: |
|
|
|
|
|
Trade
receivables and other current assets |
91 |
|
116 |
|
Trade
payables and other current liabilities |
|
(876) |
|
(167) |
|
Inventories |
|
(24) |
|
13 |
Tax
receipt |
|
107 |
|
- |
Net
Cash flows from operating activities |
|
(1,022) |
|
(269) |
|
|
|
|
|
Investments in property, plant and equipment and intangible
assets |
(351) |
|
(3) |
Investments in capitalised development |
|
(498) |
|
(200) |
Cash
acquired with 4basebio Limited (now 4basebio UK Limited) |
|
2,295 |
|
0 |
Cash
flows from investing activities |
|
1,446 |
|
(203) |
|
|
|
|
|
Cash
in(out)flow due to changes in financing |
|
(1,024) |
|
629 |
Capital
contributions by way of cash |
|
15,626 |
|
0 |
Interest
paid |
|
(116) |
|
(104) |
IFRS16
leases |
|
(59) |
|
(37) |
Cash
flows from financing activities |
|
14,427 |
|
487 |
|
|
|
|
|
Net change
in cash and cash equivalents |
|
14,851 |
|
16 |
Exchange
differences |
|
70 |
|
(4) |
|
|
|
|
|
Cash
and cash equivalents at the beginning of the period |
|
80 |
|
69 |
Cash
and cash equivalents at the end of the period |
|
15,001 |
|
80 |
|
|
|
|
|
|
|
Notes to the financial statements
1. Basis of preparation
The consolidated financial statements of 4basebio UK Societas
(or “the Group”) for the financial year ending 31 December 2020 have been prepared in accordance
with the International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB).
The directors, having considered the circumstances giving rise
to the formation of the Group and relevant guidance in IFRS 3.B13
to IFRS 3.B17, have concluded that the combination in which the
Company issued 8,622,231 shares to the shareholders of its former
parent entity as consideration for the spin-off assets comprising
shareholdings in 4basebio S.L.U. and 4basebio Limited (now 4basebio
U.K. Limited), should be treated as a continuation of 4basebio
S.L.U. at historic book values. Further details of this
consideration are set out in note 13.
Therefore, although these consolidated financial statements have
been issued in the name of 4basebio UK Societas, the legal
acquirer, the Group’s activity is in substance the continuation of
the financial information of 4basebio S.L.U., to which the
comparative financial information presented, for the year ended
31 December 2019, relates. The
consolidated financial statements comprise the results of 4basebio
S.L.U. and 4basebio UK Societas for the full year and 4basebio UK
Limited from 8 December 2020 the date
of the transaction.
The financial information included as comparatives for the year
ended 31 December 2019 reflect the
results and position of 4basebio S.L.U.; consequently, the
financial information included as comparatives within these
consolidated financial statements does not constitute statutory
accounts, but has been prepared under IFRS and in accordance with
the group accounting policies disclosed.
The financial statements have been prepared on the historical
cost basis. Historical cost is generally based on the fair
value of the consideration given in exchange for goods and
services. For calculation reasons, rounding differences of
+/- one unit (£’000, % etc.) may occur in the information presented
in these financial statements.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether
that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a
liability, the Group takes into account the characteristics of the
asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at
the measurement date. Fair value for measurement and/or disclosure
purposes in these consolidated financial statements is determined
on such a basis, except for leasing transactions that are within
the scope of IFRS 16.
2. Going concern
The directors have, at the time of approving the financial
statements, a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going concern basis of
accounting in preparing the financial statements.
3. Earnings per share
|
2020 |
2019 |
Numerator [in
£‘000] |
|
|
Result for the
period |
(719) |
(423) |
Denominator
[number of shares] |
|
|
Weighted average
number of registered shares in circulation (ordinary shares) for
calculating the undiluted earnings per share |
9,197,913 |
8,622,231 |
|
|
|
Diluted and
Undiluted earnings per share |
(0.08) |
(0.05) |
4basebio UK Societas was incorporated on 11 October 2019 with issued share capital of
120,000 ordinary shares. On 11
November 2020, a further 3,575,242 ordinary shares were
issued for cash. On 8 December
2020 a further 8,622,231 ordinary shares were issued in
consideration for the acquisition of 4basebio S.L.U. and 4basebio
Limited (now 4basebio UK Limited).
The calculation of the diluted and undiluted earnings per share
for continuing operations was based on the weighted average number
of shares as determined above. The numerator is defined as result
after tax from continuing operations.
The comparative has been restated to reflect the number of
shares prior to the combination which is considered to be
8,622,231; this is the number of shares adjusted for the exchange
ratio of the combination. See note 13 for further details relating
to the business combination.
4. Events after the reporting
period
Admission to AIM
On 17 February 2021, the Company’s
shares were admitted to trading on the AIM market of London Stock
Exchange.
Forward exchange
contracts
Subsequent to year end and prior to the approval of these financial
statements, the Group entered into a number of foreign exchange
forward contracts to sell Euros and buy Pounds. The Group’s
cash balances are primarily held in Euros following the spin out of
activities from 4basebio AG, while a significant proportion of its
expenditure is incurred in Pounds. During the remainder of
2021, the Group is contracted to sell €2 million at an average
price of £0.8659.
Legal action versus
Company
Subsequent to year end, the Company received notification in
respect of four separate legal actions being commenced by
shareholders in 4basebio AG (now 2Invest AG) in relation to the
spin out process of 4basebio SE (now 4basebio UK Societas).
These actions are being pursued in Germany.
The spin out process approved by the Extraordinary General
Meeting of 4basebio AG provided for shareholders in 4basebio AG to
receive one share in 4basebio SE for every six shares held by each
shareholder in 4basebio AG on the specified settlement date.
Under German law, shareholders of 4basebio AG were entitled to seek
compensation in lieu of receiving shares in 4basebio SE, such
compensation set at €1.30 per share where an objection was made at
the time of the Extraordinary General Meeting. Shareholders
with about 40,000 shares objected to the spin out at the
time. Consequently, these claims are seeking from 4basebio UK
Societas compensation in excess of the €1.30 per share, such amount
yet to be specified.
The directors note that such claims processes are common in
Germany and are often prolonged
and consider these actions to be without merit. The Company
has engaged German legal counsel to advise on these matters.
Royal Holloway evaluation
licence and research and collaboration
agreement
On 27 April 2021, 4basebio Discovery
signed an evaluation licence and research and collaboration
agreement with Royal Holloway University of London to enable collaboration on a payload
and vector and to evaluate their efficacy for treatment of muscular
dystrophy. The initial project is expected to extend over two
years, with an option for 4basebio Discovery to enter into a
commercial licence under terms already agreed between the
parties.
5. Approval of the financial
statements
The financial statements were approved by the board of directors
and authorised for issue on 2 June
2021. A copy of the financial statements, together with the
Notice of AGM which will be announced separately, will shortly be
sent to all shareholders and will be available from the Company’s
website.