TIDMPBX
RNS Number : 0684E
Probiotix Health PLC
28 June 2023
ProBiotix Health plc
(' ProBiotix' or the 'Company' or the 'Group')
Final results
ProBiotix Health p lc (AQSE: PBX), a life sciences busi ness d
eveloping probiotics to tackle cardiovascular disease and other
lifestyle conditions, a nnounces its audited results for the period
ended 31 December 2022, the Company's inaugural results as a
separately listed public company following its flotation on the
AQSE Growth Market on 31 March 2022.
Highlights
á The Company continues to achieve rapid growth with revenue of
GBP1.3m, a 19% increase on FY 2021 (GBP1.1m*)
á Cash balance of GBP1.74m as on 31 December 2022
á Financially robust with no debt and a strong balance sheet
á Successful flotation on the AQSE Growth Market on 31 March
2022, raising GBP2.5m for future development of the Group
á Third human volunteer study confirming safety and efficacy of LP(LDL) (R)
á Research and clinical study agreements with two UK and one
Italian university to examine the role of LP(LDL) (R) to improve
sleep, and reduce stress and anxiety
á The appointment of Steen Andersen as Chief Executive Officer of ProBiotix
á Appointment of Nutraconnect Pte Ltd, based in Singapore, as a
new commercialisation partner to develop strategies to expand sales
opportunities for both LP(LDL) (R) and CholBiome(R)
á New customers gained in China, Israel, Hong Kong and Belgium
Post period
á Strong order pipeline in 2023 with confirmed orders to first week of June 2023 of GBP1.1m
á Launch of Cholbiome(CH) a dual action bilayer tablet
containing phytosterols and L P(LDL) (R) to increase opportunities
in the US market
á An enhanced strategy focusing on turnkey solutions and new line extensions
*2021 revenues of GBP1.1m for ProBiotix Limited, the Company's
principal operating subsidiary
Steen Andersen, CEO of ProBiotix, commented: " Since I became
CEO in January 2023, I have developed a strategy which focuses the
business on becoming a solutions provider of finished probiotic
products in consumer formats, both under our own brands and partner
private labels, with the objective of building ProBiotix into a
GBP10m turnover company in the years ahead. Although the markets
are challenging, we have a strong balance sheet with no debt, good
sales growth and a healthy cash reserve.
"Given the scale of the market opportunity, the proven efficacy
of our existing products, the substantial scope for expansion of
our product range and geography and the financial strength of the
Company, we look to the future with enthusiasm and high confidence
in building a valuable company for shareholders".
For further information, please contact:
ProBiotix Health plc https://probiotixhealth-ir.com/
Steen Andersen, Chief Executive Contact via Walbrook
below
Peterhouse Capital Ltd (AQSE Corporate Tel: 020 7220 9797
Adviser and Broker)
Mark Anwyl Tel: 020 7469 0930
Duncan Vasey
Brefo Gyasi
Walbrook PR Ltd probiotix@walbrookpr.com
Anna Dunphy Mob: 07876 741 001
Chairman and Chief Executive's Report
This annual report presents the Company's inaugural results as a
separately listed public company, following its flotation on the
AQSE Growth Market on 31 March 2022. The Company can demonstrate
good scientific and commercial progress with strong sales growth in
a difficult economic global environment. This is a testimony to the
quality and uniqueness of our products as highlighted by our
clinical studies, excellent customer reviews, and high customer
retention rates and creates the potential for strong future growth,
particularly as economic conditions improve. The Company remains
financially robust with no debt with a strong balance sheet. Whilst
investors may have concerns over the current market capitalisation
the board are confident that this is a reflection of current public
markets and comparisons with similar probiotic companies suggest
the stock is undervalued with potential for a substantive uplift if
stock market conditions improve.
In January 2023 Steen Andersen joined the business as CEO. He
has developed a strategic plan to focus the business on becoming a
solutions provider of finished probiotic products in consumer
formats, both under our own brands and partner private labels, with
the objective of building ProBiotix into a GBP10m turnover company
by 2028.
Strategic overview
ProBiotix is a life sciences business developing probiotics to
tackle cardiovascular disease and other lifestyle conditions.
The market opportunity
The global probiotics market is forecast to reach $94.48 billion
by 2027, at a CAGR of 7.9%, of which approximately 85% is in food
and beverages with a strong consumer trend towards use of dietary
supplements, driven by an increasing consumer awareness towards
healthy living and disease prevention e.g. within the
cardiovascular, and a growing trend for using clinically proven
probiotics as a natural replacement for pharmaceutical solutions
(Fortune Business insights, 2022).
ProBiotix's strategy is to develop next-generation microbiome
solutions for a wide range of health conditions and to deliver
commercially successful products supported by a strong scientific
and clinical evidence base. We aim to partner with scientifically
driven dietary supplement companies, pharmaceutical consumer health
companies globally who have a strong strategic focus on human
microbiome and the use of probiotics in disease prevention and
wellbeing.
Since its creation, ProBiotix has made considerable progress and
has successfully transitioned from a research and development
specialist into a commercial structure with products already
commercialised around the world.
The Company has now completed three independent clinical studies
with human volunteers which consistently show that ProBiotix's
principal product, Lactobacillus plantarum ECGC13110402 ( LP(LDL)
(R) ) can reduce key cardiovascular risk markers, such as total
cholesterol, LDL (bad) cholesterol, and Apolipo protein B
(biomarker of atherosclerosis), by up to 34.2 per cent, 28.4 per
cent and 28.6 per cent respectively. We now have eight conference
poster presentations on LP(LDL) (R)'s safety, efficacy, and
mechanisms of action and three peer reviewed publications have
shown L P(LDL) (R) to be safe and well-tolerated, as well as
showcasing statistically significant reductions in multiple
cardiovascular disease risk biomarkers within six weeks.
Independent peer review publications are critical to support
regulatory approval for health claims in international markets and
increasingly a prerequisite to attract the interest of large
partners.
The fact that 50 percent of all deaths globally can be related
to cardiovascular disease, and 80percent are believed to be
preventable, underlines the scale of the opportunity for L P(LDL)
(R).
The CholBiome(R) portfolio
ProBiotix commercialises L P(LDL) (R) in a unique range of
patented and proprietary food supplements under the CholBiome(R)
brand and as private label. The CholBiome(R) portfolio in 2022
comprised four products, which can either be sold under the
CholBiome(R) brand or customers' private labels:
á CholBiome(R)
Contains L P(LDL) (R) as the only active ingredient, to focus on
healthy cholesterol maintenance and deliver tangible health
benefits.
á CholBiome(R)(X3)
A cholesterol-reducing formula that combines three targeted
ingredients into a triple-layer tablet. It consists of L PLDL(R) ,
Monacolin K from red yeast rice, and Vitamin B3 (niacin) to deliver
a tri-factor approach that utilises synergistic mechanisms of
action to reduce cholesterol and aid overall cardiovascular
health.
á CholBiome(R)(BP)
A blood pressure reducing formula that combines four
science-backed natural ingredients - L P(LDL) (R), Thiamine
(Vitamin B1), L-arginine and CoEnzyme Q10 - to provide a
multi-targeted mechanism approach for aiding hypertension and
improving cardiovascular health.
á CholBiome(R)(VH)
A vascular health formula that combines three specialised
ingredients in a triple layer tablet. Consisting of L P(LDL) (R),
Thiamine and Vitamin K2 Vital (from Kappa Bioscience) to provide a
multi-targeted mechanism to work against the build-up of lipid and
calcium deposits in the blood vessels.
The CholBiome(R) product portfolio provides a platform allowing
us to create different formulations targeting individual customer
needs and open the widest possible range of international markets.
This is important because regulatory conditions vary widely around
the world. For example, Monacolin K is used extensively across Asia
but is prohibited in food supplements in North America and subject
to restrictions on dosage in Europe. Our CholBiome(R) product range
has been developed to meet existing and anticipated regulatory
requirements in all key potential markets, and has been further
extended in 2023 with the launch of CholBiome(R)(CH) , a new
dual-action cholesterol-reducing bi-layer tablet containing both L
P(LDL) (R) and Plant Sterols / Stanols (PSS), also known as
phytosterols, with health claims which will support our continued
growth in both Europe and the US.
Public listing and its benefits
ProBiotix floated on the AQSE Growth Market on 31 March 2022,
raising GBP2.5m through a placing and subscription of shares to
accelerate the future development of the Group. Prior to this date
it was a wholly-owned subsidiary of AIM-listed OptiBiotix Health
plc ("OptiBiotix"). OptiBiotix has retained a 44% shareholding in
the Company following its flotation.
We believe that the separate listing of the Company will enhance
recognition of the value of the probiotics opportunity by allowing
investors to perceive and evaluate ProBiotix as a standalone
business in way that was not previously realised within its former
parent company. The listing also improves our access to funding,
enabling the Company to meet its working capital needs more
effectively than it could either as an unquoted company or as a
division competing for resources within a broader quoted group.
The enhanced status of the Company through the public trading of
its shares offers significant benefits in raising its corporate
profile and improving its ability to attract and retain key staff.
The appointment of an industry-leading figure such as Steen
Dannemann Andersen as CEO, announced in June 2022, is unlikely to
have been possible in the absence of a public listing. The ability
to attract personnel through the future grant of share options will
be of great value in securing, retaining and motivating high
calibre personnel.
The Company believes that the scale of the opportunities
available to ProBiotix are greater than those previously being
exploited within OptiBiotix, where there was competition for
available resource across many parts of the business. A separate
listing, and the ability to fundraise independently, will enhance
the Company's ability to further explore the potential of LP(LDL)
(R) as discussed in the outlook. These developments have the
potential for substantial future value enhancement.
Commercial and scientific overview
During 2022 we announced:
á Publication of a third human volunteer study on the medical
efficacy of LP(LDL) (R), demonstrating through a placebo-controlled
trial that LP(LDL) (R) delivered large and statistically
significant reductions in total cholesterol, LDL-C (bad)
cholesterol and Apolipoprotein B (widely accepted as the most
important causal agent of atherosclerotic cardiovascular disease),
with no compliance, tolerance or safety issues. The results of this
and other studies suggest efficacy similar to many statins and
other treatments more typically associated with pharmaceuticals,
suggesting considerable potential in high value pharmacy and
consumer health markets for the use of LP(LDL) (R) in individuals
who are unwilling or unable to tolerate other treatments.
á Publication of a consumer study undertaken among customers from our e-commerce website of CholBiome(x3) , our proprietary food supplement containing LP(LDL) (R) , which confirmed its effectiveness in reducing cholesterol with no reports of side-effects or any tolerance issues.
á The appointment of Steen Andersen as Chief Executive Officer
of ProBiotix Health, discussed in more detail below.
á The launch by our partner Granja Pocha in Uruguay of a new
probiotic functional yoghurt brand, Yo-Life(R), containing
ProBiotix's patented cholesterol-reducing Lactobacillus plantarum
strain (LP(LDL) (R)). Granja Pocha is one of Uruguay's largest and
most respected dairy producers. Since the launch of Yo-Life(R) we
have seen increased use of LP(LDL) (R) in other dairy products,
with the launch of a spreadable cream, a drinking yogurt and Greek
yogurt starter culture in the USA, and a creamy herb cheese in
Canada.
á Entry into an agreement with the University of Southampton,
University of Leeds and Fondazione Edmund Mach - Centro Ricerca e
Innovazione ("FEM"), based in Trento, Italy to examine the role of
LP(LDL) (R) to improve sleep, stress, and anxiety. Sleep aids and
stress management products are the fastest growing category within
healthcare (Goldstein Market Intelligence, 2020) and this is
another step in extending the range of applications for our
products into large growing markets where there is an unmet
clinical need.
á The appointment in September of Nutraconnect Pte Ltd, based in
Singapore, as a new commercialisation partner to develop strategies
to expand sales opportunities for both LP(LDL) (R) as an ingredient
and Cholbiome(R) finished products across the Asia Pacific
region.
The pace of our entry into new geographical areas reflects the
fact that ProBiotix is dependent on its partners' thorough and
successful registration in each territory of our LP(LDL) (R)
ingredient or CholBiome(R) finished products as dietary
supplements. Whilst such regulatory approvals are time-consuming
and costly, they represent a significant barrier to entry to many
companies, reducing the competitive landscape and creating the
potential for long term recurrent revenues for the Company.
Results
The subsidiary consolidated in these Group accounts was acquired
via a group re-organisation and as such merger accounting
principles have been applied. The subsidiaries financial figures
are included for the period from the date the Company took control
of it (31(st) March 2022).
It is not possible under accounting principles to compare with
previous years as this group does not have a comparative
period.
Sales for the period were GBP1.3m with a gross profit of
GBP739k. After total administrative costs including listing fees
are taken into account there was a loss before tax of GBP215K.
Following the raising of GBP2.5m through a placing and
subscription of new shares as part of the listing, the Group ended
the year in a very strong financial position with cash balances
totalling GBP1.74m.
Board and management
The appointment of Steen Dannemann Andersen as Chief Executive
Officer ("CEO") was announced in June 2022. Steen joined the
Company in January 2023, after completion of his notice period with
his previous employer. This appointment was part of a long-planned
strategy to appoint an experienced industry business leader to the
Company to drive sales and profitability, allowing Stephen O'Hara,
who led ProBiotix in 2022, to focus on finding and developing new
technologies that will provide the pipeline of new products and
applications to ensure future growth for both ProBiotix and
OptiBiotix.
Steen has brought to ProBiotix more than 30 years' experience in
building businesses in the Probiotics industry, having been
President of Deerland Probiotics and Enzymes, President and CEO of
Bifodan, President and CEO of Fluxome, and Vice President of Human
Health at Chr. Hansen. Deerland is a market leading turnkey
probiotic solution provider acquired by ADM in November 2021 to
help ADM meet the $775 billion global demand in health and
wellness. Prior to joining Deerland, Steen was President and CEO of
Bifodan, a leading provider of ready to market probiotic dietary
supplements and over the counter (OTC) pharma products. Bifodan was
acquired by Deerland in November 2019. Steen was integral in
building these businesses, increasing global reach, revenues, and
profitability. Prior to this he worked as CEO and President at
Fluxome, a young biotechnology company, and Vice President of Chr.
Hansen's Health and Nutrition unit where he built an organisation
and position in the market allowing the company to become a leading
provider of probiotic solutions within the dietary supplement
space.
Steen brings experience of selling high value turnkey probiotic
solutions as supplements and OTC solutions in international
markets, building strategy and organisations, a wealth of industry
contacts, and is well respected within the probiotic industry. He
has a strong track record of rapidly growing sales and
profitability and has been involved in a number of acquisitions and
takeovers in support of accelerating business growth. His
experience in the Probiotics industry will help build ProBiotix's
business in its next phase of growth, as it moves from selling
ingredients to delivering high value turnkey solutions.
The Company has also benefited from a number of board level
senior appointments which bring both industry and public market
expertise to the business. These include Adam Reynolds as Chairman,
and Marco Caspani as Non executive Director, and Mikkel Hvid-Hansen
as Commercial Director. Stephen O'Hara will continue in the near
term as a director to support the transition.
The Company anticipates further changes to the board,
management, and Commercial team as ProBiotix progresses its
independence from OptiBiotix and focuses more on its strategy of
becoming a solutions provider of finished probiotic products to
capitalise on the opportunities created by our growing pipeline of
final products.
Outlook
ProBiotix has traded strongly since the beginning of the new
financial year and has a strong order book from existing and new
customers.
Our CEO Steen Dannemann Andersen is already leveraging his
industry-leading contacts to introduce ProBiotix to new customers,
some of which - including SymbioPharm one of the top three
probiotic brands in Germany - have already placed a significant
order. We are also enjoying continued strong growth in e-commerce
sales direct to consumers albeit ongoing issues with our supply
chain has impacted on the availability of our best-selling product
CholBiome(X3) . The Company identified a new manufacturer in 2022
and first orders were supplied in H1 2023.
We have recently made an addition to our CholBiome(R) product
portfolio, with the launch at Vitafoods Europe in May of
CholBiome(R)(CH) , a dual-action cholesterol reducing bi-layer
tablet containing both our patented and proven cholesterol-reducing
ingredient L P(LDL) (R) and Plant Sterols / Stanols (PSS). These
have different mechanisms of action which combine synergistically
to support the reduction of the cholesterol the body makes with
LP(LDL) (R), and dietary cholesterol through stanols and sterols.
The introduction of CholBiome(R)(CH) provides us with an
opportunity for growth in the US market, where the use of Monacolin
K found in CholBiome(X3) in food supplements has been banned by the
FDA since 1998.
In the first three months after joining the Company in January
2023, our new CEO undertook a comprehensive initiation programme to
develop a full understanding of our business and its people. He has
now set out a strategy to focus the business on becoming a
solutions provider of finished probiotic products in consumer
formats, both under our own brands and partner private labels.
Moving towards final product formats allows us to strengthen our
value proposition by de-bottlenecking the challenges for our
customers to handle sensitive probiotics in their own manufacturing
thereby increasing customer loyalty which eventually will lead to
higher revenue and profitability potential for ProBiotix as well as
support building strong entry barriers around the business.
We will focus initially on developing turnkey consumer solutions
and growing our business with existing customers by moving from
sales of bulk ingredients to finished formats, and the introduction
of line extensions. In the first phase of implementation of this
strategy, we will concentrate on expanding our sales structure in
Europe and the Middle East, and building a platform for growth in
North America, before moving in the medium term to explore the
potential of additional markets in the Asia Pacific region, South
America and South Africa. We will also seek to prove the potential
for direct-to-consumer sales, focusing initially on the UK. This is
likely to be through the OptiBiotix online platform with OptiBiotix
acting as an agent of ProBiotix online products.
As part of our focus on finished products, we will expand our
range by developing new dosage formats such as sticks and chewable
tablets, in addition to our existing capsules and tablets, and
develop new and improved packaging formats to extend shelf-life. In
research and development, we will develop or in-license new
probiotic strains to expand our product offering and sustain the
robustness of our heart health claims based on LP(LDL) (R), while
diversifying into new indications within the area of metabolic
health.
This strategy presents a clear five-year pathway for ProBiotix
Health to build annual sales of GBP10 million while shifting the
balance of the business from deriving 85% of turnover from bulk
sales of LP(LDL) (R) in 2022 to making 85% of sales from finished
products.
To support this new strategic focus and ensure the delivery of
the expected results we will need to make changes to the internal
structure of the business and recruit additional personnel,
including a sales director for Europe and the Middle East and new
sales manager for North America, together with an operations
manager and a development scientist to add impetus to our product
development. Recruitment and additional staffing costs mean that
whilst we expect sales to grow in 2023 the additional investment
will impact on profitability in 2023, but will form a much stronger
platform to deliver growth and shareholder value in the medium and
longer term.
We will continue to work with AQUIS and explore opportunities on
other markets, including AIM, to increase liquidity in ProBiotix
shares.
The Company sees 2023 as a year of opportunity and continued
growth with a focus on commercialising final products and building
the Company sales team and supporting structure to drive future
growth. This will be supported by a developing product pipeline
with new probiotic strains extending the applications and use of
LP(LDL) (R) into new areas, all supported by strong science and
human studies.
The scale of the market opportunity in probiotics, the proven
efficacy of our existing products, the substantial scope for
expansion of our range and geography, the significant benefits of
public listing, the quality of our leadership, the clarity and
distinctiveness of our future strategy and the financial strength
of the Company, all allow us to look to the future with confidence
and enthusiasm.
A Reynolds
Chairman
23 June 2023
S Andersen
Director
23 June 2023
Consolidated statement of comprehensive income
Notes Period from
4 November 2021
to
31 December
2022
GBP'000
Revenue from contracts with
customers 3 1,309
Cost of sales (570)
--------------
Gross Profit 739
Depreciation and amortisation (37)
Listing costs (166)
Other administrative costs (798)
Total administrative expenses 6 (1,001)
--------------
Operating loss (262)
Finance cost 5 -
Finance income 5 59
--------------
59
--------------
Loss before tax (203)
Taxation 7 (12)
--------------
Loss for the period (215)
Other comprehensive income -
--------------
Total comprehensive loss
for the period (215)
Total comprehensive loss attributable
to:
Owners of the company (215)
Earnings per share from continued
operations
Basic profit/(loss) per share
- pence 8 0.0024
Diluted profit/(loss) per
share - pence 0.0024
All activities relate to continuing operations
Consolidated Statement of Financial Position
Notes As at
31 December
2022
ASSETS GBP'000
Non-current assets
Intangibles 9 358
--------------
358
--------------
CURRENT ASSETS
Inventories 11 49
Trade and other receivables 12 496
Cash and cash equivalents 13 1,740
--------------
2,285
--------------
TOTAL ASSETS 2,643
EQUITY
Shareholders, Equity
Called up share capital 14 61
Share premium 15 3,338
Share based payment reserve 15 8
Group reorganisation reserve 15 (945)
Retained earnings 15 (215)
--------------
Total Equity 2,247
--------------
LIABILITIES
Current liabilities
Trade and other payables 16 307
--------------
307
--------------
Non - current liabilities
Deferred tax liability 17 89
--------------
89
--------------
TOTAL LIABILITIES 396
--------------
TOTAL EQUITY AND LIABILITIES 2,643
These financial statements were approved and authorised for
issue by the Board of Directors on 23 June 2023 and were signed on
its behalf by:
S Andersen
Director
Consolidated Statement of Changes in Equity
Called
up Share Share-based Group Retained Total
Share Premium Payment Reorganisation Earnings equity
capital Reserve Reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 4 November - - - - - -
2021
Group
reorganisation - - - (945) - (945)
Loss for
the period - - - - (215) (215)
Share issue 61 3,514 - - - 3,575
Share issue
costs - (176) - - - (176)
Share based
payments - - 8 - - 8
------------ -------------- ------------ ------------ ---------- --------------
Balance at
31 December
2022 61 3,338 8 (945) (215) 2,247
Consolidated Statement of Cash Flows
Notes Period ended
31 December
2022
GBP
Cash flows from operating activities
Cash utilised by operations 1 (720)
------------
Net cash outflow from operating
activities (720)
Cash flows from investing activities
Purchase of intangible assets (52)
Cash acquired on acquisition
of subsidiary 188
------------
Net cash outflow from investing
activities 136
------------
Cash flows from financing activities
Share issues net of issue costs 2,324
------------
Net cash inflow from financing
activities 2,324
------------
Increase/(decrease) in cash
and equivalents 1,740
Cash and cash equivalents at -
beginning of period
------------
Cash and cash equivalents at
end of period 2 1,740
Notes to the Consolidated Statement of Cash Flows
1. Reconciliation of loss before income tax to cash outflow from operations
Period ended
31 December
2022
GBP'000
Operating loss (262)
Decrease/(Increase) in inventories (49)
(Increase) in trade and other
receivables (497)
Increase/ (Decrease) in trade
and other payables 307
Amortisation of patents and development
costs 37
Adjustment for net working capital
required on common control transaction (256)
------------
Net cash outflow from operations (720)
2. Cash and Cash Equivalents
Period ended
31 December
2022
GBP
Cash and cash equivalents 1,740
Company Statement of Financial Position
Notes As at
31 December
2022
ASSETS GBP'000
Non-current assets
Investments 10 50
Other receivables 12 -
--------------
50
--------------
CURRENT ASSETS
Trade and other receivables 12 79
Cash and cash equivalents 13 1,449
--------------
1,528
--------------
TOTAL ASSETS 1,578
EQUITY
Shareholders, Equity
Called up share capital 14 61
Share premium 15 3,338
Share based payment reserve 15 8
Retained earnings 15 (1,871)
--------------
Total Equity 1,536
--------------
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 16 42
--------------
TOTAL LIABILITIES 42
--------------
TOTAL EQUITY AND LIABILITIES 1,578
The Company has elected to take the exemption under section 408
of the Companies Act 2006 not to present the parent Company income
statement account.
The loss for the parent Company for the period was GBP1.87m.
These financial statements were approved and authorised for
issue by the Board of Directors on 23 June 2023 and were signed on
its behalf by:
S Andersen
Director
Company Statement of Changes in Equity
Share-based
Called Payment
up Retained Share reserve Total
Share Earnings Premium equity
capital
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at incorporation - - - - -
4 November 2021
Loss for the year - (1,871) - - (1,871)
Issues of shares
during the year 61 - 3,514 - 3,575
Share issue costs - - (176) - (176)
Share based payments - - - 8 8
------------ -------------- -------------- ------------ --------------
Balance at 31 December
2022 61 (1,871) 3,338 8 1,536
Company Statement of Cash Flows
Notes
Period ended
31 December
2022
GBP'000
Cash flows from operating activities
Cash utilised by operations 1 (492)
--------------
Net cash outflow from operating
activities (492)
Cash flows from financing activities
Share issues net of issue costs 2,324
--------------
Net cash inflow from financing
activities 2,324
--------------
Cash flows from investing activities
Net amounts advanced to subsidiary (383)
--------------
Net cash inflow from investing
activities (383)
--------------
Increase/(decrease) in cash
and equivalents 1,449
Cash and cash equivalents at -
beginning of period
--------------
Cash and cash equivalents at
end of period 2 1,449
Notes to the Company Statement of Cash Flows
1. Reconciliation of loss before income tax to cash generated from operations
Period ended
31 December
2022
GBP'000
Operating (loss)/Profit (1,871)
(Decrease) in trade and other receivables (79)
Loan to subsidiary written off 1,416
(Decrease)/Increase in trade and
other payables 42
------------
Net cash outflow from operations (492)
2. Cash and Cash Equivalents
As at
31 December
2022
GBP'000
Cash and cash equivalents 1,449
Notes to the Financial Statements
1. General Information
ProBiotix Health plc is a Public Limited Com pany limited by
shares incorp orated and d omiciled in England and Wales. Details
of the re gistered office, the officers and ad visers to the Com
pany are prese nted on the com pany information page at the start
of this re p ort. The Com pan y 's offices are at First Floor
Zucchi Suite, Nostell Business Estate, Wakefield, England, WF4 1AB.
The Com pany is listed on the AQSE Growth Market .
The principal activity is that of developing probiotics to
tackle cardiovascular disease and other lifestyle conditions which
are affecting growing numbers of people across the world.
The Company was incorporated on 4 November 2021 and these
financial statements cover the period from 4 November 2021 to 31
December 2022. Being the first period since incorporation, no
comparatives are presented.
2. Accounting Policies
Statement of compliance
The consolidated financial statements of Probiotix Health Plc
have been prepared in accordance with UK adopted international
accounting standards (IFRSs), IFRIC interpretations and the
Companies Act 2006 applicable to companies reporting under IFRS.
These are the first financial statements prepared under UK adopted
international accounting standards.
Basis of preparation
The financial statements have been prepared under the historical
cost convention. The functional currency is GBP.
The principal accounting policies are summarised below. They
have all been applied consistently throughout the period under
review.
On 7 February 2022 the Company acquired 100% of the share
capital of Probiotix Limited. At that time, the Company was a
subsidiary of Optibiotix Health plc and so the acquisition
represented a common control transaction outside the scope of IFRS
3.
Therefore the Board have determined that the most appropriate
accounting policy is to apply merger accounting prospectively from
31 March 2022 being the date of the Group's IPO on AQSE Growth. The
Group has consolidated Probiotix Limited's assets and liabilities
at book value at 31 March 2022, with the difference between the
nominal value of shares issued and net liabilities acquired
recorded in a reserve within equity.
Going concern
The financial statements have been prepared on the assumption
that the Group is a going concern. When assessing the foreseeable
future, the Directors have looked at the budget for the next 12
months from the date of this report, the cash at bank available as
at the date of approval of these financial statements and are
satisfied that the group should be able to cover its forecast
maintenance costs, other administrative expenses and its ongoing
research and development expenditure.
Management have considered its forecast of the group,s cash
requirements reflecting contracted and anticipated future revenue
and the resulting net cash outflows. Management have not seen a
material disruption to the business as a result of the current
political crises in Europe. Management will keep events under
constant review, and remedial action will be taken if the situation
demands it.
After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they
continue to adopt a going concern basis in preparing the annual
report and financial statements
Standards, amendments and interpretations effective and adopted
in 2022
These are the group's first financial statements since
incorporation and therefore the first set of accounts prepared in
compliance with UK-adopted IFRS. The group therefore adopted all
existing IFRS standards as of 4 November 2021.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 December each year. The group
controls an investee when it is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated statement of comprehensive
income from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into
line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Changes in the Group,s ownership interests in subsidiaries that
do not result in the Group losing control over the subsidiaries are
accounted for as equity transactions. The carrying amounts of the
Group,s interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the
subsidiaries. Any difference between the amount by which the
non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and
attributed to owners of the Company.
When the Group loses control of a subsidiary, the profit or loss
on disposal is calculated as the difference between (i) the
aggregate of the fair value of the consideration received and the
fair value of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), and liabilities of the
subsidiary and any non-controlling interests. Where certain assets
of the subsidiary are measured at revalued amounts or fair values
and the related cumulative gain or loss has been recognised in
other comprehensive income and accumulated in equity, the amounts
previously recognised in other comprehensive income and accumulated
in equity are accounted for as if the Company had directly disposed
of the related assets (i.e. reclassified to profit or loss or
transferred directly to retained earnings).
The fair value of any investment retained in the former
subsidiary at the date when control is lost is regarded as the fair
value on initial recognition for subsequent accounting under IFRS 9
ÒFinancial Instruments: Recognition and MeasurementÓ or, when
applicable, the cost on initial recognition of an investment in an
associate or a jointly controlled entity.
2.1 Business combinations
Subsidiaries are all entities which the Group has control. The
subsidiary consolidated in these Group accounts was acquired via
group re-organisation and as such merger accounting principles have
been applied. The subsidiary,s results are consoidated for the
period from the date the company took control of it.
This is a business combination involving entities under common
control Therefore, the assets and liabilities of Probiotix Limited
have been recognised and measured in these consolidated financial
statements at their pre combination carrying values.
The retained earnings and other equity balances recognised in
these consolidated financial statements are the retained earnings
and other equity balances of the Company and subsidiary. The equity
structure appearing in these consolidated financial statements (the
number and the type of equity instruments issued) reflect the
equity structure of the Company including equity instruments issued
by the Company to affect the consolidation.
The difference between consideration given and net assets of PL
at the date of acquisition is included in a Group reorganisation
reserve. Inter-company transactions, balances and unrealised gains
on transactions between Group companies are eliminated during the
consolidation process.
2.2 Revenue recognition
Revenue is measured at the fair value of sales of goods and
services less returns and sales taxes. The Group has analysed its
business activities and applied the five-step model prescribed by
IFRS 15 to each material line of business, as outlined below:
2.2.1 Sale of products
The contract to provide a product is established when the
customer places a purchase order. The performance obligation is to
provide the product requested by an agreed date, and the
transaction price is the value of the product as stated in our
order acknowledgement. The performance obligation is typically met
when the product is dispatched and so revenue is primarily
recognised for each product when dispatching takes place. In some
limited situations when the product is complete but the customer is
unable to take delivery the performance obligation is met when the
customer formally accepts transfer of risk and control even though
the product has not been dispatched.
2.2.2 License arrangements
Revenue is recognised when the customer obtains control of the
rights to use the IP. The performance obligations are considered to
be distinct from any ongoing distribution arrangements which are
treated in line with sales of products.
2.3 Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
(i) Current tax
Current taxes are based on the results shown in the financial
statements and are calculated according to local tax rules using
tax rates enacted or substantially enacted by the statement of
financial position date.
Income tax is recognised in the income statement or in equity if
it relates to items that are recognised in the same or a different
period, directly in equity.
Current tax assets and liabilities for the current and prior
periods are measured at the amount expected to be recovered from or
paid to the taxation authorities.
(ii) Deferred tax
Deferred tax is provided, using the liability method, on
temporary differences at the statement of financial position date
between the tax base of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable
temporary differences.
Deferred tax assets are recognised for all deductible temporary
differences, carry forward of unused tax assets and unused tax
losses, to the extent that it is probable that taxable profit
will
be available against which the deductible temporary differenced
and the carrying forward or unused tax assets and unused tax losses
can be utilised.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow
all or part of the deferred tax assets to be utilised. Conversely,
previously unrecognised deferred tax assets are recognised to the
extent that it is probable that sufficient taxable profit that
sufficient taxable profit will be available to allow all or part of
the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on the tax rates and
tax laws that have been enacted or substantively enacted at the
balance sheet date.
2.4 Financial instruments
Financial assets and financial liabilities are recognised when
the group becomes a party to the contractual provisions of the
instrument.
Loans and receivables are initially measured at fair value and
are subsequently measured at amortised cost using the effective
interest rate method.
Trade receivables are initially measured at fair value and are
subsequently measured at amortised cost less appropriate provisions
for estimated irrecoverable amounts. Such provisions are recognised
in the statement of income.
Cash and cash equivalents comprise cash in hand and demand
deposits and other short-term highly liquid investments with
maturities of three months or less at inception that are readily
convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Trade payables are not interest-bearing and are initially valued
at their fair value and are subsequently measured at amortised
cost.
2.5 Equity instruments are recorded at fair value, being the
proceeds received, net of direct issue costs.
2.6 Share Capital - Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of taxation,
from the proceeds.
2.7 Inventory
Inventories are stated at the lower of cost and net realisable
value. Cost is determined using the first-in, first-out (FIFO)
method. Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling
expenses.
2.8 Impairment of non-financial assets
At each statement of financial position date, the Group reviews
the carrying amounts of its investments to determine whether there
is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the group estimates
the recoverable amount of the cash-generating unit to which the
asset belongs. An intangible asset with an indefinite useful life
is tested for impairment annually and whenever there is an
indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a re-valued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in prior years. A reversal of
an impairment loss is recognised as income immediately, unless the
relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation
increase.
2.9 Capital management
Capital is made up of stated capital, premium, other reserves
and retained earnings. The objective of the Group,s capital
management is to ensure that it maintains strong credit ratings and
capital ratios. This will ensure that the business is correctly
supported and shareholder value is maximised.
The Group manages its capital structure through adjustments that
are dependent on economic conditions. In order to maintain or
adjust the capital structure, the Company may choose to issue new
share capital to shareholders. There were no changes to the
objectives, policies or processes during the period ended 31
December 2022.
2.10 Share-based compensation
The fair value of the employee and suppliers services received
in exchange for the grant of the options is recognised as an
expense. The total amount to be expensed over the vesting year is
determined by reference to the fair value of the options granted,
excluding the impact of any non-market vesting conditions (for
example, profitability and sales growth targets). Non-market
vesting conditions are included in assumptions about the number of
options that are expected to vest. At each statement of financial
position date, the entity revises its estimates of the number of
options that are expected to vest. It recognises the impact of the
revision to original estimates, if any, in the income statement,
with a corresponding adjustment to equity.
The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and
share premium when the options are exercised.
The fair value of share-based payments recognised in the income
statement is measured by use of the Black Scholes model, which
takes into account conditions attached to the vesting and exercise
of the equity instruments. The expected life used in the model is
adjusted; based on management,s best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. The share price volatility percentage factor used
in the calculation is based on management,s best estimate of future
share price behaviour and is selected based on past experience,
future expectations and benchmarked against peer companies in the
industry.
2.11 Intangibles - Patents
Separately acquired patents are shown at historical cost.
Patents have a finite useful life and are carried at cost less
accumulated amortisation. Amortisation is calculated using the
straight line method to allocate the cost of the patents over their
estimated useful life of ten years once the patents have been
granted.
2.12 Research and Development
Research expenditure is written off to the statement of
comprehensive income in the year in which it is incurred.
Development expenditure is written off in the same way unless the
Directors are satisfied as to the technical, commercial and
financial viability of individual projects. In this situation, the
expenditure is deferred and amortised over the 10 years during
which the Company is expected to benefit.
2.13 Critical accounting judgments and key sources of estimation
uncertainty
The preparation of the financial statements requires management
to make estimates and assumptions concerning the future that affect
the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during
the reporting period.
The resulting accounting estimates will, by definition, differ
from the related actual results.
á Share based payments
The fair value of share based payments recognised in the income
statement is measured by use of the Black Scholes model, which
takes into account conditions attached to the vesting and exercise
of the equity instruments. The expected life used in the model is
adjusted; based on management,s best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. The share price volatility percentage factor used
in the calculation is based on management,s best estimate of future
share price behaviour and is selected based on past experience,
future expectations and benchmarked against peer companies in the
industry.
á Amortisation
Management have estimated that the useful life of the fair value
of the patents acquired on the acquisition to be 20 years. Research
and developments that have been capitalised in line with the
recognition criteria of IAS38 have been estimated to have a useful
economic life of 10 years. These estimates will be reviewed
annually and revised if the useful life is deemed to be lower based
on the trading business or any changes to patent law.
á Impairment reviews
IFRS requires management to undertake an annual test for
impairment of indefinite lived assets and, for finite lived assets
to test for impairment if events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. Impairment testing is an area involving management
judgement, requiring assessment as to whether the carrying value of
assets can be supported by the net present value of future cash
flows derived from such assets using cash flow projections which
have been discounted at an appropriate rate. In calculating the net
present value of the future cash flows, certain assumptions are
required to be made in respect of highly uncertain matters.
3. Segmental Reporting
In the opinion of the directors, the Group has one class of
business, in three geographical areas being that of identifying and
developing microbial strains, compounds and formulations for use in
the nutraceutical industry. The Group sells into three highly
interconnected markets, all costs assets and liabilities are
derived from the UK location.
Revenue analysed by geographical market
Period ended
31 December
2022
GBP'000
UK 43
US 934
Rest of world 332
------------
1,309
During the reporting period one customer represented GBP0.921m
(70%) of Group revenues.
4. Employees and Directors
Period ended
31 December
2022
GBP'000
Wages and salaries 106
Directors, remuneration 125
Directors, fees 187
Social security costs 25
Pension costs 14
------------
457
Wages and salaries represent a recharge
of salaries from Optibiotix Health for
employees who are under employment contracts
with Optibiotix and recharged under a share
services agreement.
Period ended
31 December
2022
No.
The average monthly number of employees
during the period was as follows:
Group
Directors 3
Research and development 2
------------
5
Company
Directors 3
------------
3
Period ended
31 December
2022
GBP
Directors, remuneration 233
Directors, share based payments -
Bonus 70
Pension 9
------------
Total emoluments 312
Emoluments paid to the highest paid
director 132
There are no key management personnel other than the directors
of the company.
The number of directors to whom defined contribution pension
benefits accrue is 2. No directors exercised share options in the
period. Of the GBP70k bonus GBP60k bonus relates to shares issues
in respect of the IPO with further details given in Note 18.
Directors, remuneration
Details of emoluments received by Directors of the Group for the
period ended 31 December 2022 are as follows:
Share Pension Total
Remuneration based Costs
and fees Bonuses payments
----------------- -------------- --------- ---------- --------- ---------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- -------------- --------- ---------- --------- ---------
A Reynolds* 22 30 - - 52
S P O,Hara* 90 30 - 3 123
M Caspani* 15 - - - 15
M Hvid-Hansen* 106 10 - 6 122
Total 233 70 - 9 312
----------------- -------------- --------- ---------- --------- ---------
*For disclosure in relation to directors, fees please refer to
Note 18.
5. Net Finance Income / (Costs)
Period ended
31 December
2022
GBP'000
Finance Income:
Interest on convertible loan notes waived
on conversion 59
Finance Cost:
-
------------
Net Finance Income / (Costs) 59
6. Expenses - analysis by nature
Period ended
31 December
2022
GBP'000
Research and development 4
Directors' fees & remuneration (Note
4)* 312
Salaries 106
Auditor remuneration - audit fees (Group
and Company accounts 7
Auditor remuneration - audit fees (Subsidiary
accounts) 14
Auditor remuneration - non audit fees
(reporting accountant on AQSE listing) 12
Auditor remuneration - non audit fees
(tax compliance) 2
Brokers & Advisors 106
Listing costs 166
Advertising & marketing 68
Share based payments charge 8
Amortisation 37
Legal and professional fees 32
Travel costs 6
Other expenses 96
------------
Total administrative expenses 976
7. Corporation Tax
Period ended
31 December
2022
GBP'000
Deferred tax movement (12)
------------
Total taxation (12)
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities
for the period ended 31 December 2022.
Period ended
31 December
2022
GBP'000
Profit (Loss) on ordinary activities
before income tax (203)
Loss on ordinary activities multiplied
by the standard rate of corporation tax
in UK of 19% (39)
Effects of:
Disallowables 303
Income not taxable (265)
Amortisation 9
Losses utilised (66)
Unused tax losses carried forward 58
------------
Tax credit -
The Group has estimated losses of GBP0.28m which can be carried
forward to be utilised against future profits.
The tax losses have resulted in a deferred tax asset at 25% of
approximately GBP0.07m which has not been recognized as it is
uncertain whether future taxable profits will be sufficient to
utilise the losses.
8. Earnings per share
Basic earnings per share is calculated by dividing the earnings
attributable shareholders by the weighted average number of
ordinary shares outstanding during the period.
Reconciliations are set out below:
2022
Weighted average
Basic and diluted EPS Earnings Number of shares Profit per-share
GBP'000 No. Pence
Basic EPS (215) 90,398,559 (0.0024)
Diluted EPS (215) 90,398,559 (0.0024)
As at 31 December 2022 there were 6,500,000 outstanding share
options. These are non-dilutive due to the losses incurred in the
year.
9. Intangible assets
Group Development Costs
and Patents
GBP'000
Cost
At 4 November 2021
Acquired in Probiotix Ltd acquisition 475
Additions 53
Disposals -
--------------
At 31 December 2022 528
Amortisation
At 4 November 2021 -
Acquired in Probiotix Ltd acquisition 133
Amortisation charge for the year 37
--------------
At 31 December 2022 170
Carrying amount
At 31 December 2022 358
All intangible assets relate to the group's principal
activities.
The company had no intangible assets
10. Investments
2022
GBP'000
Investments
At the beginning of the period -
Additions 50
At 31 December 50
--------------------------------- ---------
As at 31 December 2022 the Company directly held the following
subsidiaries:
Name of company Principal Country of incorporation Proportion of
activities and place of equity interest
business
Probiotix Limited Health Foods United Kingdom 100% of ordinary
shares
The registered office of Probiotix Limited is the same as the
company.
The Company acquired its 100% interest in Probiotix Limited in
the period by way of a share for share exchange
11. Inventories
Group Company
2022 2022
GBP'000 GBP
Finished goods 11
Work in progress 38
-------------- --------------
Finished goods 49 -
During the period GBP0.570m has been expensed to the income
statement.
12. Trade and other Receivables
Group Company
2022 2022
GBP'000 GBP'000
Accounts receivable 397 -
Other receivables 90 70
Prepayments 9 9
---------- ----------
496 79
See note 21 in respect of the group's credit risk
assessment.
13. Cash and Cash Equivalents
Group Company
2022 2022
GBP'000 GBP'000
Cash and bank balances 1,740 1,449
14. Called Up Share Capital
2022
Issued share capital comprises: GBP
Ordinary shares of 0.0005p each - 121,666,666 60,833
------------
60,833
O n 4 November 2021 the Company was incorporated with 1 share of
GBP1
On 7 February 2022 the GBP1 share capital was converted into
2,000 Ordinary shares of GBP0.0005 each.
On 4 March 2022 99,998,000 Ordinary shares of GBP0.0005 were
issued to acquire the whole share capital of Probiotix Limited.
On 31 March 2022 9,761,904 Ordinary shares of GBP0.0005 were
issued in settlement of convertible loan notes which automatically
converted to shares on IPO at a conversion rate based on 50% of the
IPO price.
On 31 March 2022 11,904,762 Ordinary shares of GBP0.0005 were
used at 21p a share in respect of a placing and subscription.
15. Reserves
Share capital is the amount subscribed for shares at nominal
value. Share premium represents amounts subscribed for share
capital in excess of nominal value, net of expenses.
Group reorganisation reserve arises from the 100% acquisition of
ProBiotix Limited on 31 March 2022 whereby the excess of the
nominal value of the issued ordinary share capital issued over the
net liabilities acquired is transferred to this reserve.
At 31 March 2022 Probiotix Health Plc investment in Probiotix
Limited was GBP50k and the net liabilities acquired were GBP995K,
resulting in the recognition of a group reorganisation reserve of
GBP945k.
Retained earnings represents the cumulative profits and losses
of the group attributable to the owners of the company.
Share based payment reserve represents the cumulative amounts
charged in respect of unsettled options issued.
No dividends are proposed in respect of the period
16. Trade and other payables
Current:
Group Company
2022 2022
GBP'000 GBP'000
Accounts Payable 179 4
* Accrued expenses 75 15
* Other payables 53 23
- -------------- --------------
Total trade and other
payables 307 42
-------------- --------------
All payables are due within 12 months
17. Deferred Tax
Deferred tax is provided, using the liability method, on
temporary differences at the statement of financial position date
between the tax base of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred tax is calculated in full on temporary differences
under the liability method using a tax rate of 25%.
The movement on the deferred tax account is as shown below:
2022
GBP'000
At 4 November 2021 -
Acquired in common control
transaction 78
Movement in the period 11
------------
At 31 December 2022 89
The deferred tax liability relates to timing differences in
respect of tax treatment of intangible assets.
Deferred tax assets have not been recognised in respect of tax
losses and other temporary differences giving rise to deferred tax
assets as the directors believe there is uncertainty whether the
assets are recoverable.
18. Related Party Disclosures
Group
On 31 March 2022, Stephen O Hara and Adam Reynolds each received
142,857 shares in settlement of a bonus of GBP30,000 each relating
to the group's IPO.
During the period to 31 December 2022 GBP52,500 was paid to
Reyco Limited for the services of Adam Reynolds as Director of
ProBiotix Health Plc. The year end balance was NIL
During the period to 31 December 2022 GBP15,000 was paid to
Marco Caspani for his the services of Marco Caspani as Director of
ProBiotix Health plc. The year end balance was NIL
During the period to 31 December 2022 GBP90,000 was paid to
Optibiotix Health Plc for the services of Stephen O,Hara as
Director of ProBiotix Health Plc. The year end balance was NIL
During the period 1 January 2022 to 31 March 2022 Optibiotix
Health Plc loaned Probiotix Limited GBP150,000 to finance working
capital costs in the period up to the listing of Probiotix Health
Group Plc. During the year GBP203,835 was repaid. The balance due
to Probiotix Limited at 31 December 2022 of GBP10,137 (2021 owing:
GBP53,835) was repaid post year end. There was no interest charged
during the year.
During the year Optibiotix Limited transactions with Probiotix
Limited were as follows:-
Yen GBP440,663 for salaries and administration costs;
Yen GBP60,676 income received on behalf of Probiotix limited; and
Yen GBP544,177 repayments received.
There was no interest charged during the year. The remaining
balance of GBP30,146 was received after the year end.
During the period 31 March to 31 December 2022 the Group
purchased LPLDL stock to the value of GBP490,001 from Centro
Sperimentale del Latte srl, a company in which Marco Capsani is a
director. At 31 December 2022 there was balance owing to Centro
Sperimentale del Latte srl of GBP146,135.12, which was paid after
the year end.
During the year Optibiotix Limited recharged Probiotix Health
Plc GBP23,139 for directors, fees. Optibiotix Limited received a
recharge from Probiotix Health Plc for admin costs of GBP148. The
balance at the year end of GBP22,991 owing to Optibiotix Limited
was paid after the year end. There was no interest charged during
the year.
Company
During the year to 31 December 2022 GBP126,065 was paid to Balin
S.a.g.l for the services of Mikkel Hvid-Hansen as Director of
ProBiotix Health Plc.
During the year Probiotix Health PLC loaned Probiotix limited
GBP1,543,948 of which GBP147,837 was repaid. The balance at the 31
December 2022 of GBP1,396,111 was cancelled. This does not impact
on the consolidated Group accounts.
19. Ultimate Controlling Party
The Board consider that there is no overall controlling
party.
20. Share Based payment Transactions
(i) Share options
The Company had introduced a share option programme to grant
share options as an incentive for employees.
Each share option converts into one ordinary share of the
Company on exercise. No amounts are paid or payable by the
recipient on receipt of the option and the Company has no legal
obligation to repurchase or settle the options in cash. The options
carry neither rights to dividends nor voting rights prior to the
date on which the options are exercised. Options may be exercised
at any time from the date of vesting to the date of expiry.
The remaining life of all options is 9.25 years.
Movements in the number of share options outstanding and their
related weighted average exercise prices are as follows:
Number of options Average exercise
price
2022
No. GBP
Outstanding at the beginning - -
of the period
* Granted during the period 6,500,000 0.21
- -
* Forfeited/cancelled during the year
- -
* Exercised during the period
- -------------- --------------
Outstanding at the end
of the period 6,500,000 0.21
-------------- --------------
In respect of options which include market based vesting
conditions in respect of revenue and share price targets, the Board
have determined that the value of this proportion of shares have
immaterial value in light of the Group's results for the 2022
accounting period in which they were granted.
No share options were exercisable at 31 December 2022.
(i) Warrants
On 31 March 2022, the Company executed a warrant instrument to
create and issue warrants to Peterhouse to subscribe for, an
aggregate, of 112,857 Ordinary Shares. The warrants will be
exercisable at any time from Admission for a period of ten years
from Admission at the Fundraising Price.
Movements in the number of share warrants outstanding and their
related weighted average exercise prices are as follows:
Number of warrants Average exercise price
2022 2022
No. GBP
Outstanding at the beginning -
of the period
-
* Granted during the period 112,857 0.21
- -------------- --------------
-
Outstanding at the end
of the period 112,857 0.21
-------------- --------------
A charge of GBP7,900 has been recognised during the year for the
share based payments over the vesting period.
The warrants were issued to the company's broker in respect of
shares issues on IPO and so the fair value has been deducted from
share premium.
21. Financial Risk Management Objectives and Policies
The Group,s financial instruments comprise cash balances and
receivables and payables that arise directly from its
operations.
The main risks the Group faces are liquidity risk and capital
risk.
The Board regularly reviews and agrees policies for managing
each of these risks. The Group,s policies for managing these risks
are summarised below and have been applied throughout the period.
The numerical disclosures exclude short-term debtors and their
carrying amount is considered to be a reasonable approximation of
their fair value.
Interest risk
The Group is not exposed to significant interest rate risk as it
has limited interest bearing liabilities at the year end.
Credit risk
Management have regard to credit exposures when entering into
new contracts and seek to agree settlement terms on all contracts.
Credit exposure is regularly monitored by management and any
overdue debts are followed up as part of the group's credit control
procedures.
Where a debt becomes significantly overdue, management have
regard to credit loss provisions to reflect the existence of
expected credit losses, taking account of forward looking
information as well as the pattern of cash collections for that
category of customer.
On 31 March 2022 as part of the common control transaction the
group acquired GBP345k of credit-impaired receivables against which
full provision had been made prior to that date.
Whilst the group has continued efforts to collect these
receivables, none of these amounts were collected at 31 December
2022. No additional credit loss provision has raised after having
regard to cash collections on other receivables.
Liquidity risk
Liquidity risk is the risk that Group will encounter difficulty
in meeting these obligations associated with financial
liabilities.
The responsibility for liquidity risks management rest with the
Board of Directors, which has established appropriate liquidity
risk management framework for the management of the Group,s short
term and long-term funding risks management requirements.
During the period under review, the Group has not utilised any
borrowing facilities.
The Group manages liquidity risks by maintaining adequate
reserves and reserve borrowing facilities by continuously
monitoring forecast and actual cash flows, and by matching the
maturity profiles of financial assets and liabilities.
Capital risk
The Group,s objectives when managing capital are to safeguard
the ability to continue as a going concern in order to provide
returns for shareholders and benefits to other stakeholders and to
maintain an optimal capital structure to reduce the cost of
capital.
22. Post Balance Sheet Events
Steen Andersen joined the Group as CEO on 1 January 2023.
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END
NEXFLFIIRVIDFIV
(END) Dow Jones Newswires
June 28, 2023 02:00 ET (06:00 GMT)
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