Completed US IPO
Verona Pharma plc (AIM:VRP) (NASDAQ:VRNA) (“Verona Pharma” or the
“Company”), a clinical-stage biopharmaceutical company focused on
developing and commercializing innovative therapies for respiratory
diseases, announces today a clinical development update and interim
results for the six months ended June 30, 2017.
The Company’s lead product candidate RPL554, is
a first-in-class, inhaled, dual inhibitor of the enzymes
phosphodiesterase 3 and 4, or PDE3 and PDE4, that acts as both a
bronchodilator and an anti-inflammatory agent in a single compound.
Verona Pharma is developing RPL554 for the treatment of chronic
obstructive pulmonary disease (“COPD”) and cystic fibrosis (“CF”),
and potentially asthma.
CLINICAL AND DEVELOPMENT
HIGHLIGHTS
- Obtained approval for and commenced (post-period) a 4-week,
Phase 2b dose-ranging clinical trial in Europe in approximately 400
patients to investigate the efficacy, safety, and dose-response of
nebulized RPL554 for the maintenance treatment of COPD, with
top-line data expected in the second half of 2018;
- Commenced a Phase 2a clinical trial evaluating RPL554 as an
add-on therapy to tiotropium (Spiriva®), a commonly used
long-acting bronchodilator, for the treatment of COPD. Dosing is
completed and top-line data is expected in the fourth quarter of
2017;
- Commenced a Phase 1 clinical pharmacokinetic (“PK”) trial in
the United States following acceptance of an Investigational New
Drug application (“IND”) by the US Food and Drug Administration
(“FDA”) for RPL554. Dosing is completed and top-line data is
expected in the fourth quarter of 2017;
- Commenced a Phase 2a clinical study to evaluate the PK and
pharmacodynamic (“PD”) profile and tolerability of RPL554 in up to
10 CF patients as well as examine the effect on lung function.
Top-line data is expected in the first half of 2018;
- Initiated development of RPL554 as dry powder inhaler (“DPI”)
and metered dose inhaler (“MDI”) formulations for maintenance
treatment of COPD; and
- Entered into a global strategic services agreement with
QuintilesIMS, in which QuintilesIMS agreed to serve as sole
provider of core clinical trial services for Verona Pharma's RPL554
clinical development programs. Verona Pharma will also have access
to QuintilesIMS' global commercial insights when developing its
market access strategy in the United States and globally for
RPL554.
CORPORATE AND FINANCIAL
HIGHLIGHTS
- Successfully raised £70 million ($90 million) gross, through a
global offering comprising an initial public offering (“IPO”) on
the NASDAQ Global Market (“NASDAQ”), and a concurrent European
private placement, together with a shareholder private
placement;
- Verona Pharma American Depositary Shares (“ADSs”) now listed on
NASDAQ under the symbol VRNA; each ADS represents 8 Verona ordinary
shares;
- Net cash, cash equivalents and short-term investments at June
30, 2017 amounted to £94.6 million (December 31, 2016: £39.8
million);
- Strengthened management team through the addition of Richard
Hennings as Commercial Director and Dr Desiree Luthman as VP
Regulatory Affairs;
- For the six months ended June 30, 2017, reported operating loss
of £10.9 million (first half of 2016: £1.9 million) and reported
loss after tax of £5.1 million (first half of 2016: loss after tax
of £1.8 million), reflecting the preparation and initiation of
clinical trials and expansion of the team;
- Reported loss per share of 7.3 pence for the six months ended
June 30, 2017 (first half of 2016: loss per share 8.7 pence);
- Net cash used in operating activities for the six months ended
June 30, 2017 of £8.2 million (first half of 2016: £2.2 million)
reflecting increased clinical activities; and
- Shareholders at the General Meeting on February 8, 2017
approved a 50 for 1 consolidation of the Company’s ordinary
shares.
Dr. Jan-Anders Karlsson, CEO of Verona Pharma, commented:
“It has been a transformative six months for
Verona Pharma. Not only have we successfully completed our IPO of
ADSs on NASDAQ, but we have also commenced four clinical trials
with our lead candidate RPL554, including our first clinical study
in the United States following FDA acceptance of our IND
application and have continued to expand our senior management.
We now have the team and funding to deliver a
comprehensive package of Phase 2b data for nebulized RPL554 as
maintenance therapy for both COPD and CF, as well as for the
treatment of acute exacerbations of COPD. We are developing
additional formulations of RPL554 that we believe would
significantly extend the commercial opportunity in COPD and other
respiratory indications. We look forward to updating the market on
multiple clinical data points in this and coming years.”
An electronic copy of the interim results will
be made available today on the Company’s website
(http://www.veronapharma.com). This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any of the Company’s securities, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that jurisdiction.
About Verona Pharma plc
Verona Pharma is a clinical-stage
biopharmaceutical company focused on developing and commercializing
innovative therapies for the treatment of respiratory diseases with
significant unmet medical needs.
Verona Pharma’s product candidate, RPL554, is a
first-in-class, inhaled, dual inhibitor of the enzymes
phosphodiesterase 3 and 4 that acts as both a bronchodilator and an
anti-inflammatory agent in a single compound. Verona Pharma is
developing RPL554 for the treatment of chronic obstructive
pulmonary disease (COPD) and cystic fibrosis (CF), and potentially
asthma.
Forward Looking Statements
This press release and accompanying Chairman and
Chief Executive’s Joint Statement contain forward-looking
statements. All statements contained in this press release and
accompanying Chairman and Chief Executive’s Joint Statement that do
not relate to matters of historical fact should be considered
forward-looking statements, including, but not limited to,
statements regarding the US IPO and clinical developments boding
well for our future, the timing of top-line data for our clinical
trials of RPL554, our ability to deliver a package of comprehensive
Phase 2b data for RPL554, the ability of additional formulations of
RPL554 to significantly extend the commercial opportunity for
RPL554, our ability to update the market on multiple clinical data
points, the treatment potential for RPL554 for asthma and other
respiratory diseases, the successful progression of RPL554 through
Phase 2b development, the value of the United States as a
commercial market for RPL554, the timing and design of future
clinical trials for RPL554, and our planned use of proceeds from
the Global Offering and Shareholder Private Placement.
These forward-looking statements are based on
management's current expectations. These statements are neither
promises nor guarantees, but involve known and unknown risks,
uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different
from our expectations expressed or implied by the forward-looking
statements, including, but not limited to, the following: our
limited operating history; our need for additional funding to
complete development and commercialization of RPL554, which may not
be available and which may force us to delay, reduce or eliminate
our development or commercialization efforts; the reliance of our
business on the success of RPL554, our only product candidate under
development; economic, political, regulatory and other risks
involved with international operations; the lengthy and expensive
process of clinical drug development, which has an uncertain
outcome; serious adverse, undesirable or unacceptable side effects
associated with RPL554, which could adversely affect our ability to
develop or commercialize RPL554; potential delays in enrolling
patients, which could adversely affect our research and development
efforts; we may not be successful in developing RPL554 for multiple
indications; our ability to obtain approval for and commercialize
RPL554 in multiple major pharmaceutical markets; misconduct or
other improper activities by our employees, consultants, principal
investigators, and third-party service providers; material
differences between our “top-line” data and final data; our
reliance on third parties, including clinical investigators,
manufacturers and suppliers, and the risks related to these
parties’ ability to successfully develop and commercialize RPL554;
and lawsuits related to patents covering RPL554 and the potential
for our patents to be found invalid or unenforceable. These and
other important factors under the caption “Risk Factors” in our
final prospectus filed with the Securities and Exchange Commission
(“SEC”) on April 28, 2017 relating to our Registration Statement on
Form F-1, and our other reports filed with the SEC, could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this press release. Any such
forward-looking statements represent management's estimates as of
the date of this press release. While we may elect to update such
forward-looking statements at some point in the future, we disclaim
any obligation to do so, even if subsequent events cause our views
to change. These forward-looking statements should not be relied
upon as representing our views as of any date subsequent to the
date of this press release.
For further information please contact:
Verona Pharma
plc |
Tel: +44 (0)20 3283
4200 |
Jan-Anders Karlsson,
Chief Executive Officer |
info@veronapharma.com |
|
|
N+1
Singer (Nominated Adviser and UK Broker) |
Tel:
+44 (0)20 7496 3000 |
Aubrey Powell / James
White / Alex Laughton-Scott |
|
|
|
ICR,
Inc. (US Media and Investor Enquiries) |
|
Darcie Robinson |
Tel: +1 203 682
8379 |
|
Darcie.Robinson@icrinc.com |
Stephanie
Carrington |
Tel: +1 646 277
1282 |
|
Stephanie.Carrington@icrinc.com |
|
|
FTI
Consulting (UK Media and Investor Enquiries) |
Tel: +44 (0)20 3727
1000 |
Simon Conway /
Stephanie Cuthbert / Natalie Garland-Collins |
veronapharma@fticonsulting.com |
|
|
CHAIRMAN AND CHIEF EXECUTIVE’S JOINT
STATEMENT
We are a clinical-stage biopharmaceutical
company focused on developing and commercializing innovative
therapies for the treatment of respiratory diseases with
significant unmet medical needs. Our product candidate, RPL554, is
a first-in-class, inhaled, dual inhibitor of the enzymes
phosphodiesterase 3 and 4, or PDE3 and PDE4, that acts as both a
bronchodilator and an anti-inflammatory agent in a single compound,
giving it a dual mechanism of action to improve lung function. If
successful, RPL554 would represent the first novel class of
bronchodilator developed in decades, and at the same time have
anti-inflammatory effects. RPL554 has been well tolerated in our
clinical trials, and has not been observed to result in the
gastrointestinal or other side effects commonly associated with
PDE4 inhibition.
We are developing RPL554 for the treatment of
COPD and CF. We may also explore, alone or with a collaborator, the
development of RPL554 to treat asthma and other respiratory
diseases.
Over the last six months we have initiated four
clinical trials of nebulized RPL554; these trials form an important
starting point for what we anticipate will be the successful
progression of RPL554 through Phase 2b of its clinical development.
This programme of work has included the FDA’s acceptance of our IND
for RPL554, enabling us to initiate clinical development work in
the United States, which we believe is the most valuable commercial
market for RPL554. This stage of development builds on previously
completed studies in 282 subjects which have shown RPL554 to be
effective in improving lung function whilst also being well
tolerated. The four studies currently ongoing, using a nebulized
formulation of RPL554, are as follows:
- In February 2017, we commenced a Phase 2a clinical trial of
RPL554 in the United Kingdom for the maintenance treatment of COPD.
This trial is evaluating RPL554 as an add-on therapy to tiotropium
(Spiriva®), a commonly used long-acting bronchodilator, in
approximately 30 patients. Dosing is completed and we expect to
report top-line data from this trial in the fourth quarter of
2017.
- In June 2017, we commenced a single-dose PK trial of RPL554 in
approximately 12 healthy volunteers in the United States, following
acceptance of an IND by the FDA for RPL554, to establish the oral
bioavailability of the swallowed portion of an inhaled dose of
RPL554. Dosing is completed and we expect to report top-line data
from this study in the fourth quarter of 2017.
- In July 2017, we commenced a four-week Phase 2b dose ranging
clinical trial in Europe in approximately 400 patients, to evaluate
RPL554 for the maintenance treatment of COPD, comparing RPL554 to
placebo. We expect to report top-line data from this trial in the
second half of 2018.
- In March 2017, we commenced a Phase 2a single dose PK and PD
trial in the United Kingdom evaluating RPL554 in up to 10 CF
patients and expect to report top-line data from this trial in the
first half of 2018.
In addition, we plan to commence a longer Phase
2b dose-ranging clinical trial of RPL554 for the maintenance
treatment of COPD in the second half of 2018. In this trial, we
plan to evaluate RPL554 as an add-on therapy to standard COPD
treatment in patients with COPD. We are also developing RPL554 as
an add-on therapy to short-acting bronchodilators and other
commonly used therapies for the treatment of hospitalized patients
with acute exacerbations of COPD. We plan to commence a Phase 2
clinical trial in the United States for RPL554 in this indication
in the second half of 2018. We also plan to commence a
proof-of-concept Phase 2b trial in patients with CF in 2018.
In addition to our nebulized formulation of
RPL554, we are also developing RPL554 in both DPI and MDI
formulations for the maintenance treatment of COPD. We believe
these formulations may enable the Company to address a larger COPD
market segment than can be addressed through the nebulizer
formulation. We may explore the development of RPL554 in these
formulations for the treatment of CF and other respiratory
diseases.
In May 2017, we announced that we had
successfully completed a global offering, consisting of the initial
public offering in the United States and listing on NASDAQ of our
ADSs, with each ADS representing eight ordinary shares, and the
private placement in Europe of our ordinary shares (the Global
Offering). Existing and new healthcare focused, US-based investment
firms participated in the Global Offering and our ADSs are listed
on NASDAQ under the symbol “VRNA”. At the same time as the Global
Offering we closed a separate private placement of our ordinary
shares with certain existing shareholders (the “Shareholder Private
Placement”). Through the Global Offering and shareholder private
placement, including additional ADSs sold upon the exercise by the
underwriters of their option to purchase additional ADSs, we raised
approximately $90 million before deducting underwriting discounts
and commissions and expenses payable by us. These proceeds,
together with our cash and cash equivalents, will be used to fund
our planned clinical trials of RPL554 for the treatment of COPD and
CF, current and future research and development activities and for
working capital and other general corporate purposes.
In the first six months of the year we are
pleased to have also strengthened our management team through the
addition of commercial and regulatory expertise. In March 2017, we
hired Mr Richard Hennings as our Commercial Director and in June
2017 we hired Dr Desiree Luthman as our Vice President of
Regulatory Affairs. We have also entered into a global strategic
services agreement with QuintilesIMS, a leading provider of
biopharmaceutical development and commercial outsourcing services,
in which QuintilesIMS has agreed to serve as sole provider of core
clinical trial services for our RPL554 clinical development
programs, beginning with the ongoing four-week Phase 2b
dose-ranging clinical trial for the maintenance treatment of COPD
in Europe and the single-dose PK trial in the United States. We
will also have access to QuintilesIMS' global commercial insights
when developing our market access strategy in the United States and
globally for RPL554.
In April 2017, we also announced the retirement
of Dr Patrick Humphrey from the Board as a Non-Executive
Director.
For the six months ended June 30, 2017 the
Company recorded a loss after tax of £5.1m (2016: loss of £(1.8)m)
and a loss per share of (7.3)p (2016: loss of (8.7)p). Net cash
outflows from operating activities during the six month period
ended June 30, 2017 were £(8.2)m (2016: outflow of
£(2.2)m), and at June 30, 2017 the Company held cash, cash
equivalents and short term investments of £94.6m (2016:
£39.8m).
OUTLOOK
Having successfully completed a Global Offering
and IPO on NASDAQ, we believe that we now have the team and funding
in place to deliver a comprehensive package of Phase 2b data for
nebulized RPL554 as maintenance therapy for both COPD and CF, as
well as for the treatment of acute exacerbations of COPD. We are
also developing DPI and MDI formulations of RPL554 which we believe
would significantly extend the commercial opportunity in COPD and
other respiratory indications, as we believe RPL554’s properties as
a dual inhibitor of PDE3 and PDE4 give it broad potential
applicability in this therapeutic area. Additionally, we are
seeking strategic collaborative relationships and opportunities to
acquire or in-license product candidates for the treatment of
additional unmet clinical needs in respiratory diseases.
Dr
David Ebsworth |
Dr Jan-Anders Karlsson |
Chairman |
CEO |
August 8, 2017 |
August 8, 2017 |
|
|
FINANCIAL REVIEW
Financial review of the three and six
months periods ended June 30, 2017
Three months ended June 30, 2017
The operating loss for the three months ended
June 30, 2017 was £(6.8)m (2016: £(0.9)m) and the loss after tax
for the period was £(3.2)m (2016: £(0.8)m).
Research and development costs for the three
months ended June 30, 2017 were £(4.8)m (2016: £(0.5)m), an
increase of £4.3m. This increase related to the expense of
preparation for, initiation and progression of clinical trials as
well as the build-out of the management team, including the
expansion of clinical and regulatory capacity in the United States.
Included in the increase was an amount of £(0.4)m related to
share-based payment charges (2016: £(0.0)m).
General and administrative costs for the three
months ended June 30, 2017 were £(2.0)m (2016: £(0.4)m), an
increase of £1.6m. This increase included certain expenses relating
to the Global Offering and shareholder private placement which
completed in May 2017, together with an expansion in the commercial
and administrative structure of the Company. Included in the
increase was an amount of £(0.3)m related to share-based payment
charges (2016: £(0.1)m).
Finance income for the three months ended June
30, 2017 was £3.4m (2016: £0.0m). The increase in Finance income
was primarily due to a decrease in the fair value of the warrant
liability of £3.4m caused by changes in the underlying assumptions
for measuring the liability of the warrant, including the price and
volatility of the Company’s shares, the unwinding of the expected
life of the warrant, as well as a small reduction in the number of
the warrants outstanding.
Finance expense for the three months ended June
30, 2017 was £0.8m (2016: £0.1m). The increase was primarily due to
increased losses following changes in exchange rates as well as an
increase in the calculated value of the assumed contingent
obligation resulting from the Vernalis licence agreement.
Taxation for the three months ended June 30,
2017 amounted to a credit of £1.0m (2015: £0.1m), an increase in
the credit amount of £0.9m. The credits are obtained at a rate of
14.5% of 230% of our qualifying research and development
expenditure, and the increase in the credit amount was primarily
attributable to our increased expenditure on research and
development.
Six months ended June 30, 2017
The operating loss for the six months ended June
30, 2017 was £(10.9)m (2016: loss of £(1.9)m) and the loss after
tax for the period was £(5.1)m (2016: loss of £(1.8)m).
Research and development costs for the six
months ended June 30, 2017 were £(7.9)m (2016: £(1.2)m), an
increase of £6.7m. This increase related to the expense of
preparation for, and initiation and progression of clinical trials
as well as the build-out of the team, including the expansion of
clinical and regulatory capacity in the United States. Included in
the increase was an amount of £(0.6)m related to share-based
payment charges (2016: £(0.1)m).
General and administrative costs for the six
months ended June 30, 2017 were £(3.0)m (2016: £(0.7)m), an
increase of £2.3m. This increase included certain expenses relating
to the Global Offering and Shareholder Private Placement completed
in May 2017, together with an expansion in the commercial and
administrative structure of the Company. Included in the increase
was an amount of £(0.4)m related to share-based payment charges
(2016: £(0.1)m).
Finance income for the six months ended June 30,
2017 was £5.2m (2016: £0.0m). The increase in Finance income was
primarily due to a decrease in the fair value of the warrant
liability of £5.1m caused by changes in the underlying assumptions
for measuring the liability of the warrant, including the price and
volatility of the Company’s shares, the unwinding of the expected
life of the warrant, as well as a small reduction in the number of
the warrants outstanding.
Finance expense for the six months ended June
30, 2017 was £(1.0)m (2016: £(0.1)m). The increase was primarily
due to increased losses following changes in exchange rates as well
as an increase in the calculated value of the assumed contingent
obligation resulting from the Vernalis licence agreement.
Taxation for the six months ended June 30, 2017
amounted to a credit of £1.6m (2015: £0.3m), an increase in the
credit amount of £1.3m. The credits are obtained at a rate of 14.5%
of 230% of our qualifying research and development expenditure, and
the increase in the credit amount was primarily attributable to our
increased expenditure on research and development.
Cash Flow - Operating activities: net cash used
by operating activities increased by £6.0m to £(8.2)m for the six
months period ended June 30, 2017 compared to £(2.2)m for the six
month period ended June 30, 2016. This increase is due to the
increases in both research and development, and general and
administrative expenses described above.
Cash Flow - Investing activities: net cash used
in investing activities for the six month period ended June 30,
2017 amounted to £32.1m, reflecting the placing of funds on term
deposits with maturity of greater than 3 months together with
certain patent costs, compared to £(0.1)m for the six months ended
June 30, 2016.
Cash Flow - Financing activities: net cash
inflow from financing activities for the six month period ended
June 30, 2017 amounted to £63.5m and relates to the net proceeds
from the Global Offering and Shareholder Private Placement that
completed on May 2, 2017. For the period ended June 30, 2016 the
net cash outflow of £21 thousand related to expense prepayments for
a private funding round that took place in July of 2016.
Financial position
As at June 30, 2017 Verona Pharma plc and its
subsidiaries had approximately £94.6m in cash, cash equivalents and
short-term investments (December 31, 2016: £39.8m).
VERONA PHARMA PLCCONDENSED CONSOLIDATED
INTERIM STATEMENT OF COMPREHENSIVEINCOME FOR THE
THREE AND SIX MONTHS ENDING JUNE 30, 2016 AND JUNE 30,
2017
|
Notes |
Three months ended June 30, 2016
(unaudited) |
|
Three months ended June 30, 2017
(unaudited) |
|
Six months ended June 30, 2016
(unaudited) |
|
Six months ended June 30, 2017
(unaudited) |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
Research and
development costs |
|
(522,136 |
) |
(4,838,167 |
) |
(1,244,715 |
) |
(7,942,855 |
) |
General and
administrative costs |
|
(350,453 |
) |
(1,968,617 |
) |
(661,114 |
) |
(3,000,924 |
) |
Operating
loss |
|
(872,589 |
) |
(6,806,784 |
) |
(1,905,829 |
) |
(10,943,779 |
) |
Finance
income |
9 |
2,492 |
|
3,439,511 |
|
7,375 |
|
5,204,518 |
|
Finance expense |
9 |
(77,255 |
) |
(796,822 |
) |
(147,910 |
) |
(978,107 |
) |
Loss before
taxation |
|
(947,352 |
) |
(4,164,095 |
) |
(2,046,364 |
) |
(6,717,368 |
) |
Taxation —
credit |
11 |
130,085 |
|
963,765 |
|
284,977 |
|
1,603,453 |
|
Loss for
period |
|
(817,267 |
) |
(3,200,330 |
) |
(1,761,387 |
) |
(5,113,915 |
) |
Other
comprehensive income: Items that may be
subsequently reclassified to profit or loss |
|
|
|
|
|
Exchange differences on
translating foreign operations |
|
12,376 |
|
(9,778 |
) |
15,866 |
|
(14,037 |
) |
Total
comprehensive loss for the period attributable to owners of the
Company |
|
(804,891 |
) |
(3,210,108 |
) |
(1,745,521 |
) |
(5,127,952 |
) |
Loss per ordinary
share — basic and diluted (pence) |
10 |
(4.0)p |
|
(3.6)p |
|
(8.7)p |
|
(7.3)p |
|
|
|
|
|
|
|
The accompanying notes form an integral part of these
condensed consolidated interim financial statements. |
VERONA PHARMA PLCCONDENSED CONSOLIDATED
INTERIM STATEMENT OF FINANCIAL POSITIONAS OF
DECEMBER 31, 2016 AND JUNE 30, 2017
|
Notes |
As of December 31, 2016 (audited) |
|
As of June 30, 2017 (unaudited) |
|
|
|
£ |
|
£ |
|
ASSETS |
|
|
|
|
|
Non‑current
assets: |
|
|
|
|
|
Property, plant and
equipment |
|
13,838 |
|
12,703 |
|
Intangible
assets |
|
1,876,684 |
|
1,961,631 |
|
Goodwill |
|
441,000 |
|
441,000 |
|
|
2,331,522 |
|
2,415,334 |
|
Current
assets: |
|
|
|
|
|
Prepayments and other
receivables |
|
2,958,587 |
|
2,434,900 |
|
Current tax
receivable |
|
1,067,460 |
|
2,809,932 |
|
Short term
investments |
6 |
- |
|
31,956,817 |
|
Cash and cash
equivalents |
|
39,785,098 |
|
62,613,988 |
|
|
43,811,145 |
|
99,815,637 |
|
Total
assets |
|
46,142,667 |
|
102,230,971 |
|
|
|
|
|
|
EQUITY AND
LIABILITIES |
|
|
|
|
|
Capital and
reserves attributable to equity holders: |
|
|
|
|
|
Share
capital |
|
2,568,053 |
|
5,244,203 |
|
Share
premium |
|
58,526,502 |
|
118,721,212 |
|
Share‑based payment
reserve |
|
2,101,790 |
|
3,070,095 |
|
Accumulated loss |
|
(28,728,038 |
) |
(33,855,990 |
) |
Total
equity |
34,468,307 |
|
93,179,520 |
|
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Trade and other
payables |
|
2,823,489 |
|
5,308,334 |
|
Tax payable – US
operations |
|
126,063 |
|
97,762 |
|
Derivative financial
instrument |
7 |
7,922,603 |
|
2,809,670 |
|
Total current
liabilities |
|
10,872,155 |
|
8,215,766 |
|
Non‑current
liabilities: |
|
|
|
|
|
Assumed contingent
obligation |
8 |
802,205 |
|
835,685 |
|
Total
non‑current liabilities |
|
802,205 |
|
835,685 |
|
Total equity
and liabilities |
|
46,142,667 |
|
102,230,971 |
|
|
|
|
|
|
|
The accompanying notes form an integral part of these
condensed consolidated interim financial statements. |
|
VERONA PHARMA PLCCONDENSED
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
FORTHE SIX MONTHS ENDED JUNE 30, 2016 AND JUNE 30,
2017
|
Six months ended June 30, 2016
(unaudited) |
|
Six months ended June 30, 2017
(unaudited) |
|
|
£ |
|
£ |
|
Cash used in
operating activities: |
|
|
|
|
Loss before
taxation |
(2,046,364 |
) |
(6,717,368 |
) |
Finance
income |
(7,375 |
) |
(5,204,518 |
) |
Finance expense |
147,910 |
|
978,107 |
|
Share‑based payment
charge |
177,962 |
|
968,305 |
|
Decrease/(increase) in
prepayments and other receivables |
15,503 |
|
(978,585 |
) |
(Decrease)/increase in
trade and other payables |
(539,372 |
) |
2,930,239 |
|
Depreciation of plant
and equipment |
5,095 |
|
2,881 |
|
Amortization of
intangible assets |
26,092 |
|
32,152 |
|
Cash used in operating
activities |
(2,220,549 |
) |
(7,988,787 |
) |
Cash outflow from
taxation |
(14,057 |
) |
(165,593 |
) |
Net cash used
in operating activities |
(2,234,606 |
) |
(8,154,380 |
) |
|
|
|
|
|
Cash flow from
investing activities: |
|
|
|
|
Interest
received |
7,375 |
|
67,027 |
|
Purchase of plant and
equipment |
(1,640 |
) |
(1,747 |
) |
Payments for
patents |
(84,934 |
) |
(117,100 |
) |
Short term
investments |
- |
|
(32,035,023 |
) |
Net cash used
in investing activities |
(79,199 |
) |
(32,086,843 |
) |
|
|
|
|
|
Cash flow from
financing activities: |
|
|
|
|
Gross proceeds from
issue of shares |
- |
|
69,884,838 |
|
Transaction costs on
issue of shares and warrants |
(20,724 |
) |
- |
|
Transaction costs on
Global Offering |
- |
|
(6,356,529 |
) |
Net cash (used)
/ generated from financing activities |
(20,724 |
) |
63,528,309 |
|
|
|
|
|
|
Net (decrease) /
increase in cash and cash equivalents |
(2,334,529 |
) |
23,287,086 |
|
Cash and cash
equivalents at the beginning of the period |
3,524,387 |
|
39,785,098 |
|
Effect of exchange
rates on cash and cash equivalents |
15,866 |
|
(458,196 |
) |
Cash and cash
equivalents at the end of the period |
1,205,724 |
|
62,613,988 |
|
|
|
|
|
|
The accompanying notes form an integral part of these
condensed consolidated interim financial statements. |
VERONA PHARMA PLCCONDENSED CONSOLIDATED
INTERIM STATEMENT OF CHANGES IN EQUITYFOR THE SIX
MONTHS ENDED JUNE 30, 2016 AND JUNE 30, 2017
|
Share capital |
|
Share premium |
|
Share‑based payment reserve |
|
Total Accumulated losses |
|
Total Equity |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Balance at
January 1, 2016 |
1,009,923 |
|
26,650,098 |
|
1,525,897 |
|
(23,752,204 |
) |
5,433,714 |
|
Loss for the
period |
|
|
|
|
|
|
(1,761,387 |
) |
(1,761,387 |
) |
Other comprehensive
income for the period: |
|
|
|
|
|
|
|
|
|
|
Exchange
differences on translating foreign operations |
— |
|
— |
|
— |
|
15,866 |
|
15,866 |
|
Total comprehensive
loss for the period |
— |
|
— |
|
— |
|
(1,745,521 |
) |
(1,745,521 |
) |
Share‑based
payments |
— |
|
— |
|
177,962 |
|
— |
|
177,962 |
|
Balance at June
30, 2016 |
1,009,923 |
|
26,650,098 |
|
1,703,859 |
|
(25,497,725 |
) |
3,866,155 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
January 1, 2017 |
2,568,053 |
|
58,526,502 |
|
2,101,790 |
|
(28,728,038 |
) |
34,468,207 |
|
Loss for the
period |
|
|
|
|
|
|
(5,113,915 |
) |
(5,113,915 |
) |
Other comprehensive
income for the period: |
|
|
|
|
|
|
|
|
|
|
Exchange
differences on translating foreign operations |
— |
|
— |
|
— |
|
(14,037 |
) |
(14,037 |
) |
Total comprehensive
loss for the period |
|
|
|
|
|
|
(5,127,952 |
) |
(5,127,952 |
) |
New Share Capital
issued |
2,676,150 |
|
67,647,737 |
|
— |
|
— |
|
70,323,887 |
|
Transaction costs on
new Share Capital issued |
— |
|
(7,453,027 |
) |
— |
|
— |
|
(7,453,027 |
) |
Share-based
payments |
— |
|
— |
|
968,305 |
|
— |
|
968,305 |
|
Balance at June
30, 2017 |
5,244,203 |
|
118,721,212 |
|
3,070,095 |
|
(33,855,990 |
) |
93,179,520 |
|
|
|
|
|
|
|
|
|
|
|
|
The currency translation reserve is currently
not material and as such is not presented in a separate reserve but
has been included in the total accumulated losses reserve.
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
VERONA PHARMA PLC NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2017
1. General information
On February 10, 2017 the Company effected a
50-for-1 consolidation of its shares. All references to ordinary
shares, options and warrants, as well as share, per share and
related information in these consolidated financial statements have
been retroactively adjusted to reflect the consolidation as if it
had occurred at the beginning of the earliest period presented.
On May 2, 2017 the Company announced the closing
of its global offering of an aggregate of 47,399,001 new ordinary
shares, consisting of the initial public offering in the United
States of 5,768,000 American Depositary Shares (“ADSs”) at a price
of $13.50 per ADS and the private placement in Europe of 1,255,001
ordinary shares at a price of £1.32 per ordinary share, for gross
proceeds of $80.0 million (the “Global Offering”). Each ADS offered
represents eight ordinary shares of the Company. The ordinary
shares offered were allotted and issued in a concurrent private
placement in Europe and other countries outside of the United
States and Canada.
In addition, the Chairman of Verona Pharma's
board of directors, Dr David Ebsworth, and an existing shareholder
agreed to subscribe for 254,099 new ordinary shares at a price of
£1.32 per ordinary share in a shareholder private placement
separate from the Global Offering (the "Shareholder Private
Placement"), contingent on and concurrent with the Global Offering
and generating additional gross proceeds of £335 thousand.
On May 15 and May 23, 2017, pursuant to the
Global Offering, the underwriters purchased an additional 733,738
ADSs, representing 5,869,904 ordinary shares, at a price of $13.50
per ADS, for additional gross proceeds of $9.9 million bringing the
total gross proceeds in the Global Offering to $89.9 million (£70.0
million). Including the Shareholder Private Placement, the total
gross proceeds of the capital raising amounted to $90.3 million
(£70.3 million).
Following the Global Offering and the
Shareholder Private Placement the number of ordinary shares in
issue was 104,884,068.
The ADSs began trading on the NASDAQ Global
Market under the ticker symbol “VRNA” on April 27, 2017. Verona
Pharma’s ordinary shares continue to trade on the AIM market of the
London Stock Exchange (“AIM”) under the symbol “VRP”.
2. Basis of accounting
The unaudited condensed consolidated interim
financial statements of Verona Pharma Plc (the “Company”) and
its subsidiaries, Verona Pharma, Inc., and Rhinopharma Limited
(together “the Group”), for the six months ended June 30, 2017 do
not include all the statements required for full annual financial
statements and should be read in conjunction with the consolidated
financial statements of the Group as of December 31, 2016.
These unaudited condensed interim financial
statements were authorized for issue by the Company’s board of
directors (the “Directors”) on August 8, 2017. There have been no
changes, except as otherwise stated, to the accounting policies as
contained in the annual consolidated financial statements as of and
for the year ended December 31, 2016, which have been prepared
in accordance with international financial reporting standards
(“IFRS”) as issued by the International Accounting Standards Board
(“IASB”).
The interim condensed consolidated financial
statements have been prepared on a going‑concern basis. Management,
having reviewed the future operating costs of the business in
conjunction with the cash held as of June 30, 2017, believes the
Group has sufficient funds to continue as a going concern for at
least 12 months from the end of the reporting period.
The Group’s activities and results are not
exposed to any seasonality. The Company operates as a single
operating and reportable segment.
Dividend
The Directors do not recommend the payment of a
dividend for the six months ended June 30, 2017 (Six months ended
June 30, 2016: £Nil; year ended December 31, 2016:
£Nil).
Update to accounting policies: Short
Term Investments
Short term investments include fixed term
deposits held at banks and other investments with original
maturities of three months or more but less than a year. They are
classified as loans and receivables and are measured at amortised
cost using the effective interest method.
3. Segmental reporting
The Group’s activities are covered by one
operating and reporting segment: Drug Development, as detailed more
fully in the annual consolidated financial statements as of and for
the year ended December 31, 2016. There have been no changes to
management’s assessment of the operating and reporting segment of
the Group during the period.
4. Financial Instruments
The Group’s activities expose it to a variety of
financial risks: market risk (including foreign currency risk);
cash flow and fair value interest rate risk; and credit risk and
liquidity risk. The condensed consolidated interim financial
statements do not include all financial risk management information
and disclosures required in the annual financial statements, and
they should be read in conjunction with the Group’s annual
financial statements for the year ended December 31, 2016.
5. Estimates
The preparation of condensed consolidated
interim financial statements require management to make judgments,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expenses. Actual results may differ from those estimates.
In preparing these condensed consolidated
interim financial statements, the significant judgments made by
management in applying the Group’s accounting policies and the key
sources of estimation uncertainty were the same as those applied to
the consolidated financial statements for the year ended
December 31, 2016.
6. Short term investments
The short term investments as at June 30, 2017
amounted to a total of £31,957 thousand (December 31, 2016: £ nil)
and consisted of fixed term deposits, in both US Dollars and UK
Pounds.
7. Warrants
Pursuant to the July 2016 placement the Company
issued 31,115,926 units to new and existing investors at the
placing price of £1.4365 per unit. Each unit comprises one ordinary
share and one warrant. The warrant holders can subscribe for 0.4 of
an ordinary share at a per share exercise price of 120% of the
placing price or £1.7238. The warrant holders can opt for a
cashless exercise of their warrants. The warrant holders can choose
to exchange the warrants held for a reduced number of warrants
exercisable at nil consideration. The reduced number of warrants is
calculated based on a formula considering the share price and the
exercise price of the shares. The warrants were therefore
classified as a derivative financial liability, since their
exercise might result in a variable number of shares to be
issued.
At December 31, 2016 warrants over 12,446,370
shares were in effect. During the 6 months ended June 30, 2017
warrants over 45,108 shares were forfeited.
|
At
December 31, 2016 |
At
June 30, 2017 |
Warrants |
12,446,370 |
|
12,401,262 |
|
Stock price |
£1.5650 |
|
£1.1400 |
|
Exercise price |
£1.7238 |
|
£1.7238 |
|
Risk-free interest
rate |
0.088 |
% |
0.36 |
% |
Expected life of
options |
2.43
years |
|
2.04
years |
|
Annualized
volatility |
73.53 |
% |
58.61 |
% |
Dividend rate |
0.00 |
% |
0.00 |
% |
|
|
|
|
|
As per the reporting date the Company updated
the underlying assumptions and calculated a fair value of these
warrants, using Black-Scholes (level 3), amounting to £2,810
thousand.
The variance for the six month period ending
June 30, 2017 was £5,113 thousand (six month period ending June 30,
2016: £ nil) and is recorded as finance income in the Consolidated
Statement of Comprehensive Income. Of this amount a total of £12
thousand related to the warrants that were forfeited.
The variance for the three month period ending
June 30, 2017 was £3,382 thousand (three month period ending June
30, 2016: £ nil) and is recorded as finance income in the
Consolidated Statement of Comprehensive Income. Of this amount a
total of £12 thousand related to the warrants that were
forfeited.
|
Derivative financial instrument |
At
December 31, 2016 |
£ |
Derivative
financial instrument |
7,922,603 |
|
Fair value
adjustments recognized in profit or loss |
(5,112,933 |
) |
At
June 30, 2017 |
2,809,670 |
|
|
|
|
For the amount recognized at June 30, 2017, the
effect, when some of these underlying parameters would deviate up
or down, is presented in the below table.
|
Volatility (up / down 10 % pts) |
|
Time to maturity (up / down 6 months) |
|
£
thousands |
|
£
thousands |
|
|
|
|
Variable up |
3,593 |
|
3,336 |
Base case,
reported fair value |
2,810 |
|
2,810 |
Variable
down |
1,993 |
|
2,174 |
|
|
|
|
8. Assumed contingent obligation related to the business
combination
The value of the assumed contingent obligation
as of June 30, 2017 amounted to £835,685 (December 31, 2016:
£802,205).
The increase in value of the assumed contingent
obligation during the six months ended June 30, 2017 amounted to
£33,480 (six months ended June 30, 2016: £147,910) and was
recognized as a finance expense.
|
June 30, 2016 |
|
June 30, 2017 |
|
|
£ |
|
£ |
|
January 1, |
593,941 |
|
802,205 |
|
Re‑measurement of
contingent arrangement |
86,128 |
|
- |
|
Impact of changes in
foreign exchange rates |
20,915 |
|
(12,803 |
) |
Unwinding of discount
factor |
40,867 |
|
46,283 |
|
Period end |
741,851 |
|
835,685 |
|
|
|
|
|
|
There is no material difference between the fair
value and carrying value of the financial liability.
The table below describes the reported change to
the value of the liability during the first six months of 2017 of
£33,480 compared to what this number would be following the
presented variations to the underlying assumptions:
Change in value of the
assumed contingent obligation for the reported period |
£33,480 |
1% lower discount rate
% |
£31,102 |
1% higher discount rate
% |
£35,476 |
10% lower revenue
assumption |
£33,374 |
10% higher revenue
assumption |
£33,586 |
1% lower assumed
probability of progression |
£31,826 |
1% higher assumed
probability of progression |
£35,134 |
|
|
The increase in value of the assumed contingent obligation
during the three months ended June 30, 2017 amounted to £14,507
(three months ended June 30, 2016: £77,255) and was recognized as a
finance expense.
9. Finance income and expense
|
Three months ended June 30, 2016 |
|
Three months ended June 30, 2017 |
|
Six months ended June 30, 2016 |
|
Six months ended June 30, 2017 |
|
£ |
|
£ |
|
£ |
|
£ |
Finance
income: |
|
|
|
|
|
|
|
Interest received on
cash balances |
2,492 |
|
57,435 |
|
7,375 |
|
91,585 |
Fair value adjustment
on derivative financial instrument (note 7) |
- |
|
3,382,076 |
|
- |
|
5,112,933 |
|
|
|
|
|
|
|
|
Total finance
income |
2,492 |
|
3,439,511 |
|
7,375 |
|
5,204,518 |
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2016 |
|
Three months ended June 30, 2017 |
|
Six months ended June 30, 2016 |
|
Six months ended June 30, 2017 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
Finance
expense: |
|
|
|
|
|
|
|
|
Re-measurement of
contingent arrangement (note 8) |
- |
|
- |
|
86,128 |
|
- |
|
Impact of changes in
foreign exchange rates on the contingent arrangement (note 8) |
54,953 |
|
(8,838 |
) |
20,915 |
|
(12,803 |
) |
Unwinding of discount
factor related to the contingent arrangement (note 8) |
22,302 |
|
23,345 |
|
40,867 |
|
46,283 |
|
Foreign exchange loss
on receivables relating to financing activities (note 12) |
- |
|
486,431 |
|
- |
|
486,431 |
|
Foreign exchange loss
on translating other foreign currency denominated balances |
- |
|
295,884 |
|
- |
|
458,196 |
|
Total finance
expense |
77,255 |
|
796,822 |
|
147,910 |
|
978,107 |
|
|
|
|
|
|
|
|
|
|
10. Loss per share calculation
The basic loss per share of 7.3p (June 30, 2016:
loss of 8.7p) for the six months ended June 30, 2017 is calculated
by dividing the loss for the six months ended June 30, 2017 by the
weighted average number of ordinary shares in issue of 70,143,171
during the 6 months ended June 30, 2017 (June 30, 2016:
20,198,469).
The basic loss per share of 3.6p (June 30, 2016:
loss of 4.0p) for the three months ended June 30, 2017 is
calculated by dividing the loss for the three months ended June 30,
2017 by the weighted average number of ordinary shares in issue of
88,516,972 during the three months ended June 30, 2017 (June 30,
2016: 20,198,469). Since the Group has reported a net loss, diluted
loss per ordinary share is equal to basic loss per ordinary
share.
11. Taxation
The tax credit for the six month period ended
June 30, 2017, amounts to £1,603 thousand, and consists of the
estimated research and development tax credit receivable on
qualifying expenditure incurred during the six month period ended
June 30, 2017 for an amount of £1,742 plus a tax expense of £139
thousand related to the US operations (six month period ended June
30, 2016: £285 thousand tax credit, comprising £290 thousand for
research and development tax credit, less £5 thousand expense for
tax on US operations).
The tax credit for the three month period ended
June 30, 2017, amounts to £964 thousand, and consists of the
estimated research and development tax credit receivable on
qualifying expenditure incurred during the three month period ended
June 30, 2017 for an amount of £1,073 plus a tax expense of £109
thousand related to the US operations (three month period ended
June 30, 2016: £130 thousand tax credit, comprising £132 thousand
for research and development tax credit, less £2 thousand expense
for tax on US operations).
12. Issuance of Share
Capital
On May 2, 2017 the Company announced the closing
of its Global Offering of an aggregate of 47,399,001 new ordinary
shares, comprising 5,768,000 American Depositary Shares (“ADSs”) at
a price of $13.50 per ADS and 1,255,001 ordinary shares at a price
of £1.32 per ordinary share. During May 2017 the underwriters
purchased an additional 733,738 ADSs, representing 5,869,904
ordinary shares, at a price of $13.50 per ADS. The total gross
proceeds in the Global Offering amounted to $89.9 million (£70.0
million).
In addition, the Chairman of Verona Pharma's
board of directors, Dr David Ebsworth, and an existing shareholder
agreed to subscribe for 254,099 new ordinary shares at a price of
£1.32 per ordinary share in the Shareholder Private Placement,
contingent on and concurrent with the Global Offering and
generating gross proceeds of £0.3m.
Following the Global Offering, the exercise of
the over-allotment and the Shareholder Private Placement, as per
the reporting date of June 30, 2017, the number of ordinary shares
in issue was 104,884,068. All new ordinary shares rank pari passu
with existing ordinary shares.
Where there is a time and foreign exchange
difference between proceeds from a share issue becoming due and
being received, the movement is taken to Finance income or Finance
expense as appropriate. In respect of the Global Offering and
Shareholder Private Placement, the Company recorded a finance
expense of £439,049 arising from movements in exchange rates on
funds receivable, offset by a saving on commission payable of
£30,822, for a net finance expense of £408,277.
13. Share option scheme
During the six months ended June 30, 2017 and
following the Global Offering the Company granted a total of
4,656,828 share options and 1,052,236 Restricted Stock Units
(“RSUs”) (six months ended June 30, 2016 the Company granted a
total of 292,000 share options, and nil RSUs). The numbers
presented reflect ordinary shares although some of grants made in
2017 are in ADSs. Each ADS represents eight ordinary shares.
The movement in the number of the Company’s
share options is set out below:
|
Weighted average exercise price |
|
Six months ended June 30, 2016 |
|
Weighted average exercise price |
|
Six months ended June 30, 2017 |
|
|
£ |
|
|
|
£ |
|
|
|
Outstanding at
January 1 |
1.78 |
|
1,792,000 |
|
1.87 |
|
3,037,333 |
|
Granted during the
period |
2.45 |
|
292,000 |
|
1.32 |
|
4,656,828 |
|
Expired during the
period |
2.40 |
|
(100,000 |
) |
1.90 |
|
(33,333 |
) |
Number of outstanding
options |
1.85 |
|
1,984,000 |
|
1.53 |
|
7,660,828 |
|
|
|
|
|
|
|
|
|
|
The movement in the number of the Company’s RSUs is set out
below:
|
Weighted average exercise price |
|
Six months ended June 30, 2016 |
|
Weighted average exercise price |
|
Six months ended June 30, 2017 |
|
£ |
|
|
|
£ |
|
|
Outstanding at
January 1 |
n/a |
|
- |
|
- |
|
- |
Granted during the
period |
- |
|
- |
|
1.32 |
|
1,052,236 |
Expired during the
period |
- |
|
- |
|
- |
|
- |
Number of outstanding
RSUs |
n/a |
|
- |
|
1.32 |
|
1,052,236 |
|
|
|
|
|
|
|
|
The share‑based payment expense for the three
months ended June 30, 2017 was £693,991 (three months ended June
30, 2016: £106,613). The share‑based payment expense for the
six months ended June 30, 2017 was £968,305 (six months ended June
30, 2016: £177,962).
The options and RSUs granted during the six
months ended June 30, 2017, were awarded under the Company’s
2017 Long Term Incentive Plan with total fair values estimated
using the Black‑Scholes option‑pricing model of £4.8m. The cost is
amortized over the vesting period of the options and the RSUs on a
straight‑line basis. The following assumptions were used for the
Black‑Scholes valuation of share options and RSUs granted in the
six months ended June 30, 2017.
|
Share options |
|
RSU |
|
Issued in the six months ended June 30,
2017 |
|
Issued in the six months ended June 30,
2017 |
Options / RSUs
granted |
4,656,828 |
|
1,052,236 |
Risk‑free interest
rate |
0.29 %
- 0.62 % |
|
0.42 % - 0.62 % |
Expected life of
options / RSUs |
5.5 –
7.0 years |
|
5.5 – 7.0 years |
Annualized
volatility |
71.3 %
- 73.3 % |
|
71.3 % - 73.1% |
Dividend rate |
0.00% |
|
0.00% |
Vesting period |
3 and 4
years |
|
3 and 4 years |
|
|
|
14. Related party transactions
In the six months ended June 30, 2016, and
2017, executive directors received regular salaries,
post-employment benefits and share-based payments. Additionally,
non-executive directors received compensation for their services in
the form of cash compensation and equity grants. The compensation
costs for the Directors and senior staff for the six months ended
June 30, 2016 and 2017 was as follows:
|
|
|
Short term employee |
|
Share-based |
|
Post-employment |
|
|
|
|
|
benefits |
|
payments |
|
benefits |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in £ thousands) |
Six months ended
June 30, 2016 |
|
Directors |
197 |
|
95 |
|
5 |
|
297 |
|
|
Other key management
personnel |
453 |
|
168 |
|
11 |
|
632 |
|
|
|
650 |
|
263 |
|
16 |
|
929 |
Six months ended
June 30, 2017 |
|
Directors |
494 |
|
342 |
|
8 |
|
844 |
|
|
Other key management
personnel |
731 |
|
575 |
|
11 |
|
1,317 |
|
|
|
1,225 |
|
917 |
|
19 |
|
2,161 |
|
|
|
|
|
|
|
|
|
|
David Ebsworth, a Non-Executive Director,
purchased £18 thousand of our ordinary shares as part of the
Shareholder Private Placement and Vikas Sinha, a Non-Executive
Director, purchased of £234 thousand of our ordinary shares, in the
form of ADSs, as part of the Global Offering.
The Company recognizes Vivo Capital and Novo A/S
as related parties. Both these funds participated in the Global
Offering, as per the table below presenting their equity
contributions:
|
Equity Contributions at Global Offering |
|
£
thousands |
|
|
Novo
A/S |
7,791 |
Vivo
Capital |
7,407 |
|
|
15. Convenience translation
We maintain our books and records in pounds
sterling and we prepare our financial statements in accordance with
IFRS, as issued by the IASB. We report our results in pounds
sterling. For the convenience of the reader we have translated
pound sterling amounts in the tables below as of December 31, 2016
and June 30, 2017 and for the three and six month periods ended
June 30, 2016 and 2017 into US dollars at the noon buying rate of
the Federal Reserve Bank of New York on June 30, 2017, which was
£1.00 to $1.2995. These translations should not be considered
representations that any such amounts have been, could have been or
could be converted into US dollars at that or any other exchange
rate as of that or any other date.
CONDENSED CONSOLIDATED INTERIM STATEMENT
OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDING JUNE
30, 2016 AND JUNE 30, 2017
|
Three months ended June 30, 2016
(unaudited) |
|
Three months ended June 30, 2017
(unaudited) |
|
Six months ended June 30, 2016
(unaudited) |
|
Six months ended June 30, 2017
(unaudited) |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
Research and
development costs |
(678,516 |
) |
(6,287,198 |
) |
(1,617,507 |
) |
(10,321,740 |
) |
General and
administrative costs |
(455,414 |
) |
(2,558,218 |
) |
(859,118 |
) |
(3,899,701 |
) |
Operating
loss |
(1,133,930 |
) |
(8,845,416 |
) |
(2,476,625 |
) |
(14,221,441 |
) |
Finance
income |
3,238 |
|
4,469,645 |
|
9,584 |
|
6,763,271 |
|
Finance expense |
(100,393 |
) |
(1,035,471 |
) |
(192,209 |
) |
(1,271,050 |
) |
Loss before
taxation |
(1,231,085 |
) |
(5,411,242 |
) |
(2,659,250 |
) |
(8,729,220 |
) |
Taxation —
credit |
169,046 |
|
1,252,413 |
|
370,327 |
|
2,083,687 |
|
Loss for
period |
(1,062,039 |
) |
(4,158,829 |
) |
(2,288,923 |
) |
(6,645,533 |
) |
Other
comprehensive income: |
|
|
|
|
Exchange differences on
translating foreign operations |
16,083 |
|
(12,707 |
) |
20,618 |
|
(18,241 |
) |
Total
comprehensive loss for the period attributable to owners of the
Company |
(1,045,956 |
) |
(4,171,536 |
) |
(2,268,305 |
) |
(6,663,774 |
) |
Loss per ordinary
share — basic and diluted |
(0.05 |
) |
(0.05 |
) |
(0.11 |
) |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED INTERIM STATEMENT
OF FINANCIAL POSITION
|
As of December 31, 2016 (audited) |
|
As of June 30, 2017 (unaudited) |
|
|
$ |
|
$ |
|
ASSETS |
|
|
Non‑current
assets: |
|
|
Property, plant and
equipment |
17,982 |
|
16,508 |
|
Intangible assets |
2,438,751 |
|
2,549,139 |
|
Goodwill |
573,080 |
|
573,080 |
|
|
3,029,813 |
|
3,138,727 |
|
Current
assets: |
|
|
|
|
Prepayments and other
receivables |
3,844,684 |
|
3,164,153 |
|
Current tax
receivable |
1,387,164 |
|
3,651,507 |
|
Short term
investments |
- |
|
41,527,884 |
|
Cash and cash
equivalents |
51,700,735 |
|
81,366,877 |
|
|
56,932,583 |
|
129,710,421 |
|
Total
assets |
59,962,396 |
|
132,849,148 |
|
|
|
|
|
|
EQUITY AND
LIABILITIES |
|
|
|
|
Capital and
reserves attributable to equity holders: |
|
|
|
|
Share
capital |
3,337,185 |
|
6,814,842 |
|
Share
premium |
76,055,189 |
|
154,278,215 |
|
Share‑based payment
reserve |
2,731,276 |
|
3,989,588 |
|
Accumulated loss |
(37,332,085 |
) |
(43,995,859 |
) |
Total
equity |
44,791,565 |
|
121,086,786 |
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
Trade and other
payables |
3,669,124 |
|
6,898,181 |
|
Tax payable – US
operations |
163,819 |
|
127,042 |
|
Derivative financial
instrument |
10,295,423 |
|
3,651,166 |
|
Total current
liabilities |
14,128,366 |
|
10,676,389 |
|
Non‑current
liabilities: |
|
|
|
|
Assumed contingent
obligation |
1,042,465 |
|
1,085,973 |
|
Total
non‑current liabilities |
1,042,465 |
|
1,085,973 |
|
Total equity
and liabilities |
59,962,396 |
|
132,849,148 |
|
|
|
|
|
|
16. Subsequent Events
No events occurred after the reporting date that
would have a material impact on the financial position of the
Company.
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