Allergy
Therapeutics PLC
("Allergy Therapeutics"
or the "Group")
Audited
Preliminary Results
for
the
Year ended
30
June 2024
- Financial turnaround
progressing with revenue growth in the second half, marking the
first period of half year growth since 2021
- EBITDA pre-R&D and
exceptionals loss of £6.8m for the year (2023: loss £10.6m), an
improvement of 36%
- Post period, strengthened
cash position through new £40m Hayfin facility, comprising £20m
committed five-year term loan and £20m uncommitted incremental
facility
- Pivotal Phase III Grass MATA
MPL trial (G306) successfully meets primary endpoint; clinical
development expanded to paediatric population with commencement of
G308 Phase III trial and positive discussions with regulators on
pathway to marketing authorisation application (MAA)
submission
- Phase I/IIa VLP Peanut
PROTECT trial remains on target with healthy and peanut allergic
patients receiving subcutaneous doses with no unexpected safety
signals
6
November 2024 Allergy Therapeutics
(AIM: AGY), the fully integrated specialty pharmaceutical company
specialising in allergy vaccines, today announces its audited preliminary results for the year ended 30 June
2024.
Highlights (including post-period
events)
Financial
- Revenue of £55.2m (2023: £59.6m) from commercial portfolio,
with encouraging H2 performance showing first period of half-year
growth since 2021. Full year revenue impacted by supply constraints
to key markets of Germany and Spain.
- Operating loss pre-R&D and exceptional costs improved to
£11.1m (2023: £14.8m loss), reflecting successful implementation of
cost control initiatives which have significantly reduced the
Group's cost base pre-R&D.
- Exceptional costs of £1.2m consisting of one-off restructuring
costs in connection with implementing the cost control
initiatives.
- R&D investment increased to £22.9m (2023: £20.1m),
reflecting continued advancement of key clinical programmes
including pivotal Phase III G306 trial for Grass MATA MPL and VLP
Peanut PROTECT study.
- Full year net loss of £40.2m (2023: net loss of £43.1m)
despite the reduction in revenue and strategic increase in R&D
costs.
- Completed a £40.75m equity financing in October 2023, the
proceeds of which were used to repay amounts drawn at that time
under the original shareholder loan facility ("Loan Facility")
arranged with ZQ Capital Management Limited (acting through its
affiliate SkyGem International Holdings Limited) and Southern Fox
Investments. At 30 June 2024, £22.5m of the secured facility had
been drawn with £17.5m of the uncommitted facility
remaining
- Cash balance of £12.9m at 30 June 2024 (2023:
£14.8m).
Post Period Financial Events
- Secured additional £5m funding support from major shareholders
SkyGem Acquisition Limited and Southern Fox Investments Limited
through existing amended loan facility.
- Strengthened cash position with new £40m Hayfin Healthcare
Opportunities facility, comprising £20m committed five-year term
loan and £20m uncommitted incremental facility. Arrangement
includes issuance of warrants representing 2.7% of issued share
capital.
- Increase of the amended Loan Facility from £40m to
£50m.
- Implemented new Long Term Incentive Plan to align key
leadership interests with long-term shareholder value creation and
strategic objectives.
Operational
- Pivotal G306 Phase III trial to evaluate efficacy and safety
of Grass MATA MPL met primary endpoint; positive discussions held
with Paul Ehrlich Institut (PEI) on pathway to MAA submission in Q4
2024 under the TAV programme in Germany.
- Post period, commencement of G308, long term Phase III
paediatric trial for Grass MATA MPL underway following the success
of the pivotal G306 Phase III trial.
- Second cohort of peanut allergic patients in the Phase I/IIa
VLP Peanut PROTECT trial completed dosing in September 2024 with up
to 50-fold dose increase from initial dose. No relevant safety or
tolerability findings observed in either peanut allergy patients or
healthy subjects at higher doses. Preliminary biomarker analysis of
efficacy expected by end of 2024.
Manuel Llobet, CEO of Allergy Therapeutics, stated: "This year has been one
of continued resilience, progress, and
commitment. While navigating our
challenges, we've remained laser-focused on what matters most -
advancing our critical R&D programmes and strengthening our
core operations.
"I'm particularly proud of what we've achieved with our Grass
MATA MPL programme, where our pivotal Phase III G306 trial
delivered exceptional results, showing a 20.3% improvement over
placebo. Our VLP Peanut PROTECT trial is also progressing well,
with safety data that continues to reinforce our confidence in the
programme, and we look forward to our first biomarker-led efficacy
data expected in Q4 2024.
"On the operational side, we've made significant strides in
enhancing our manufacturing capabilities and implementing effective
cost controls across the business. Meanwhile, our commercial
performance has shown encouraging signs, with revenue growth in the
second half - our first such growth since 2021. With the recent
Hayfin facility and continued backing from our major shareholders,
we now have the financial foundation to advance our key R&D
programmes, particularly the upcoming regulatory submission for
Grass MATA MPL and the continued development of our VLP Peanut
programme. Looking ahead, Allergy Therapeutics is in its strongest
strategic position in years, and I'm excited about what we can
achieve."
This announcement contains inside
information for the purposes of the market abuse regulation (EU)
no. 596/2014 as it forms part of United Kingdom domestic law by
virtue of the European (withdrawal) act 2018, as amended
("MAR").
- ENDS -
For
further information, please contact: Allergy
Therapeutics
+44 (0) 1903 845 820
Manuel Llobet, Chief Executive Officer
Shaun Furlong, Chief Financial
Officer
Cavendish Capital Markets Limited (Nominated Adviser and
Broker)
Geoff Nash /Giles Balleny/ Seamus
Fricker / Rory Sale
Nigel Birks - Life Science
Specialist Sales
Harriet Ward/Tamar Cranford Smith -
ECM/Sales
+44 (0)20 7220 0500
ICR
Healthcare
+44 20 3709 5700
Mary-Jane Elliott / David Daley / Davide Salvi
allergytherapeutics@consilium-comms.com
Notes for editors:
About Allergy Therapeutics
Allergy Therapeutics is an
international commercial biotechnology Group, headquartered in the UK, focused on the
treatment and diagnosis of allergic disorders, including aluminium
free immunotherapy vaccines that have the potential to cure
disease. The Group sells proprietary and third-party products from
its subsidiaries in nine major European countries and via
distribution agreements in an additional ten countries. Its broad
pipeline of products in clinical development includes vaccines for
grass, tree, house dust mite and peanut. For more information,
please see www.allergytherapeutics.com.
Chairman and Chief Executive Officer Review
Introduction
This past year has been one of
continued resilience, progress, and commitment.
Through our highly focused approach
to the Group's business priorities and a steadfast commitment to
our Grass and Peanut allergy R&D programmes, we have continued
our financial recovery and achieved notable clinical progress. Both
showcase our determination in the face of adversity and demonstrate
how we live our values everyday.
We have committed to enhance the
Group's manufacturing capabilities and reduce operating costs in
all areas, pre-R&D and
exceptionals, to ensure Allergy
Therapeutics is on a strong footing for the future. Alongside these
commitments and considering our challenges, our commercial business
in Europe has performed well in its fundamentals. The second half
of the year brought the first period of half year revenue growth
seen since 2021, which the board believe signals the return to
sustainable growth.
Board Composition
Throughout the year, there were
changes in our Board composition. We were pleased to appoint Dr.
Shaun Furlong as an Executive Director. Shaun has proven himself to
be an invaluable asset to us since his appointment as Group
Financial Controller in April 2022 and more recently as Chief
Financial Officer in August 2023. We also welcomed David Ball as an
independent Non-Executive Director and Chair of the Board's Audit
and Risk Committee, bringing over 25 years of financial markets
expertise to our team. Additionally, we bid farewell to Mary
Tavener, who resigned from her position as a Non-Executive Director
after five years of dedicated service, and we thank her for her
contributions. As a result of these changes, we reviewed the
membership of our Committees.
Financial Performance and Clinical Development - Two
Halves
Two
Halves - Financial Performance
This year was a year of two halves.
On one side, financially, the Company continued to face challenges.
Nonetheless, it continued to extend its cash runway with cost
saving initiatives and by securing investment. On the other side,
we have celebrated success in the clinical development of our
products.
Following the satisfaction of FDI
clearance conditions the open offer and subscription was launched.
This led to the mandatory cash offer by SkyGem. These events saw a
dramatic change to our shareholder base, approximately 93% of which
now sits with SkyGem and Southern Fox. The loan facility provided
by SkyGem and Southern Fox was amended twice in the period. In
December 2023 we announced a £40m loan facility with SkyGem and
Southern Fox, of which £7.5m was initially committed. Through
successful discussions with our major shareholders, we have secured
a further £15m drawdown from our existing facility. This additional
funding extended our cash runway into Q1 FY2025, providing us with
the financial flexibility to advance our innovative R&D
pipeline. We would like to express our gratitude to our
shareholders for their continued support and trust in Allergy
Therapeutics, which has been instrumental in our ability to pursue
our growth objectives.
We have experienced two years of
extraordinary events and acknowledge the effect this has had,
particularly on minority shareholders, our employees who have
navigated the financial constraints together with the Company every
day and our communities, who we have had to support in a different
way based on our cash runway.
Two
Halves - Clinical development
Successes in our clinical
development initiatives provide further drive to continue the
pursuit of our goals.
Grass MATA MPL - a new
approach to managing allergic rhinoconjunctivitis due to grass
pollen
The successful completion of the
pivotal Phase III G306 trial for Grass MATA MPL in November 2023
provided further evidence demonstrating the beneficial treatment
effect of our grass pollen allergy immunotherapy candidate
supporting our strategy to register the product with the Paul
Ehrlich Institute (PEI) under the TAV programme in
Germany.
The primary endpoint of G306
demonstrated a statistically significant improvement of 20.3%
(p=0.00024) for Grass MATA MPL compared to placebo, providing
evidence of a substantial reduction in daily symptoms and use of
relief medication among participants receiving the immunotherapy
candidate. A highly statistically significant improvement in the
rhinoconjunctivitis quality of life questionnaire (p=0.0003) was
also observed during the peak season and the protective biomarker
immunoglobulin (IgG4), measured during the grass pollen season,
showed an approximately five-fold increase after treatment with
Grass MATA MPL compared to placebo (p<0.0001), consistent with
data from the earlier G309 exploratory field trial.
These robust results support our
plans for regulatory submission, with discussions progressing well
with the PEI on the clinical data package and also in chemistry,
manufacturing, and controls. We are on track for submission in
Germany in calendar Q4 2024, positioning Grass MATA MPL as the
first subcutaneous grass allergy immunotherapy registered via the
TAV programme. Concurrently, we are exploring US registration
opportunities, with plans to engage with the FDA regarding the
clinical programme to meet US requirements.
Our long term paediatric trial,
G308, has commenced marking another milestone toward regulatory
approval. We are excited to bring this innovative therapy to
market, addressing a critical need for new treatments for grass
pollen allergies, which significantly impact the quality of life
for many individuals.
Bringing Grass MATA MPL to this
point in its development has been a huge undertaking for the Group,
with significant investment. We are extremely encouraged by the
possibility of bringing this state-of-the-art immunotherapy to the
market. Grass pollen, a common cause of seasonal allergy,
significantly impacts the lives of many people, and new treatment
options are desperately needed. The continued investment,
particularly over the last two years, has, of course, been
challenging and we would like to especially thank the major
shareholders SkyGem and Southern Fox for their
support.
VLP Peanut - Delivering a
paradigm shift in the treatment of peanut allergy
The clinical development of the
Group's innovative, short-course peanut allergy vaccine candidate,
VLP Peanut, via subcutaneous injection, is progressing well. We
believe this product has the potential to be a ground-breaking,
disease-modifying immunotherapy that could bring a significant
positive impact to the lives of patients, families and health
systems affected by peanut allergy,. As one of the most common food
allergies, peanut allergies affect approximately 1-2% of the US
population.
The Phase I/IIa PROTECT trial, our
first-in-human study evaluating the safety and tolerability of VLP
Peanut in healthy and peanut allergic adult subjects, has
progressed over the past 12 months.
Our promising safety and
tolerability data have provided a solid basis for the design of our
upcoming Phase IIb study. Ahead of that, the PROTECT trial will
generate the first biomarker-led efficacy data, among higher-dose
peanut allergic patients. This data is expected to be available in
Q4 2024.
Post Period Funding
Post period, on 15 October 2024, the
Group entered into a £40m secured senior loan facility (the "Hayfin
Facility") with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a
fund advised by Hayfin Capital Management LLP ("Hayfin").
Also on 15 October 2024, following
discussions with major shareholders, SkyGem Acquisition Limited (an
affiliate of ZQ Capital Management Limited) and Southern Fox
Investments Limited (together the "Shareholder Lenders"), the
existing loan facility of £40m, details of which were announced on
27 December 2023, has been increased to £50m and its term extended
to October 2030. For further information please see Note 21
below.
Outlook
Looking ahead, we remain focused on
advancing our pipeline of innovative allergy vaccines, expanding
our market presence, and delivering value to patients and
shareholders alike. As we navigate the path forward, we remain
committed to our mission of transforming the lives of people
affected by allergies through our immunotherapy
treatments.
Financial review
Overview
The financial turnaround of the
Group continues to progress well, in line with expectations, with
the Group experiencing revenue growth in the second half of the
financial year, marking the first period of half year growth since
2021. Revenue for H2 increased by 2% to £21.6m (H2 2023:
£21.2m).
Effective cost controls implemented
during the year have significantly reduced the cost base of the
Group. Total administrative expenses, pre-R&D and exceptionals,
decreased by 13% to £42.4m (2023: £48.9m).
The Group has continued to
selectively invest in its programme of clinical trials, with spend
increasing by 14% to £22.9m (2023: £20.1m), which has delivered
successful progression of patient cohorts in the VLP Peanut PROTECT
trial and positive primary and secondary endpoints for the G306
Phase III Grass MATA MPL trial.
The Group made an operating loss
pre-R&D and exceptional costs of £11.1m (2023: £14.8m loss).
The loss is a consequence of the manufacturing capacity allocated
to investigational medicinal product batches for use in clinical
trials, and the ongoing programme of continuous improvement across
the supply chain and quality systems paving the way for increased
capacity.
The Group measures the commercial
performance of the business by monitoring EBITDA pre-R&D and
exceptionals (see Note 4), the Group achieved an EBITDA pre-R&D
and exceptionals loss of £6.8m for the year (2023: loss £10.6m), an
improvement of 36%.
The Company completed the £40.75m
equity financing on 13 October 2023, proceeds of which were used to
repay amounts drawn at that time under the shareholder loan
facility with SkyGem Acquisition and Southern Fox, this
restructured the Group's balance sheet enhancing financial
stability and improving the net asset position.
Subsequent to the equity financing a
further £40m secured loan facility was agreed with the
shareholders, of which £7.5m was initially committed. As at 30 June
2024 £22.5m had been drawn from the facility, following further
amounts becoming committed, and was used to fund the ongoing
clinical trials, capital expenditure and working
capital.
Thank you to our major shareholders,
SkyGem Acquisition and Southern Fox, who have remained supportive
of the Company throughout the period.
Revenue
Reported revenue decreased by 7% to
£55.2m (2023: £59.6m). Revenue was down in Germany and Spain as a
consequence of supply constraints, with sales outside of Germany
and Spain remaining relatively flat or growing slightly. Germany
continues to be our largest sales market which accounted for 49%
(2023: 53%) of total revenue.
Revenue in H2 increased by 2% to
£21.6m (H2 2023: £21.2m), representing the first period of half
year growth seen since 2021, with higher sales of Pollinex and
Pollinex Quattro compared to the prior period.
Gross profit
Cost of sales decreased to £25.5m
(2023: £26.3m) reflecting the lower volume of sales. The gross
margin was 54% (2023: 56%) reflecting the slightly lower sales
contribution from Germany and Spain as a proportion of total sales,
resulting in a gross profit of £29.7m (2023: £33.2m).
Operating expenses
Sales, marketing and distribution
costs decreased by £4.1m to £19.6m (2023: £23.7m) mainly as a
result of cost control activities.
Total administrative expenses were
£6.5m lower than the prior year at £42.4m (2023: £48.9m) mainly due
to the ongoing effective cost controls that have been implemented
and have significantly reduced the cost base of the Group, a strong
performance given the backdrop of continued elevated levels of
inflation earlier in the year. The Group incurred £1.2m of one-off
restructuring costs in connection with implementing the cost
control initiatives, these have been treated as exceptional costs
(see Note 6).
R&D expenditure rose by £2.8m
due to investment in the G306 and G308 trials for Grass MATA MPL
and the VLP Peanut PROTECT study.
Other income in the year of £1.5m
(2023: £0.9m) was due to R&D tax credits in the UK and
Spain.
Financing costs
Financing costs increased by £1.8m
to £4.2m (2023: £2.4m) as a result of the greater usage of
shareholder loans in the year primarily to fund its R&D
program, capital expenditure and working capital.
Earnings per share
Basic loss per share for the year
was (1.07) pence (2023: (6.43) pence), the main change being due to
the issue of new shares in the year as a result of the completion
of the £40.75m equity conversion in October 2023 which increased
the number of issued ordinary shares.
Tax
The current year tax charge is
predominantly comprised of liabilities for tax in the Spanish and
German subsidiaries. The overall charge in the income statement is
£1.1m (2023: £1.3m). As at 30 June 2024, the Group had
approximately £170m of unutilised tax losses (2023: approximately
£130m) available for offset against future profits.
Balance sheet
The Group has continued to develop
the Energy Centre in Worthing to strengthen business continuity and
establish independence from GSK. The Energy Centre is expected to
be commissioned for use later in 2024. Property, plant and
equipment additions in the year were £4.1m (2023: £6.3m) primarily
reflecting investment in the Worthing Energy Centre and upgrade of
plant in the UK.
Inventories have increased to £12.7m
(2023: £11.6m) as the Company continues to stock build ahead of the
next peak season following the impact of the temporary
manufacturing pause in 2022.
Cash and cash equivalents decreased
to £12.9m (2023: £14.8m). The operating cash outflow
was £32.0m (2023: £28.4m) and £1.2m investing
outflow (2023: £4.6m) offset by a net
£31.4m inflow from financing activities (2023: £27.8m).
Retirement benefit obligations,
which relate solely to the German pension scheme, increased to
£8.6m (2023: £7.9m).
The increase in the liability was
mainly driven by changes to financial assumptions with the discount
rate at the end of the year decreasing to 3.85% from
4.16%
Net assets of the Group increased
from £2.1m to £3.7m primarily reflecting the equity financing
offset by the trading losses.
Currency
Group Treasury Policy mandates the
use of forward exchange contracts to mitigate exposure to the
effects of exchange rates where expenditure/income is committed
and/or reasonably certain, however, throughout the financial year
previous hedge contracts were allowed to complete and all hedging
contracts came to an end in or around September 2023. This was due
to security being transferred from our primary banking provider to
the shareholders as security for the loans.
With over 85% of revenues and
approximately 40% of costs (excluding research and development
costs) denominated in Euros, and approximately 40% of research and
development costs denominated in US dollars, movements in the
currency markets may have an effect on the Group's operational
finances. It is the Group's intention to reinstate its hedging
policy as soon as practicable.
Financing
The Group completed a £40.75m equity
financing on 13 October 2023 the proceeds of which were used to
repay amounts drawn at that time under the original shareholder
loan facility ("Loan Facility") arranged with ZQ Capital Management
Limited (acting through its affiliate SkyGem International Holdings
Limited) and Southern Fox Investments.
The Loan Facility agreement was
amended twice (the "Amended Loan Facility"), on 27 September 2023
and subsequently on 27 December 2023.
The Amended Loan Facility provided
the Group with a £40.0m secured loan facility of which £7.5m was
committed from the outset and £32.5m initially uncommitted. The
Amended Loan Facility was available to be drawn down until 15
January 2026 with interest payable semi-annually at 12% per annum
and a repayment date of 15 January 2027. The Company issued
warrants to the Lenders following each drawdown under the Amended
Loan Facility entitling the holders to subscribe for new ordinary
shares at a price of 4 pence per share. The entitlement to warrants
is 25 warrants for each £1 drawn down up to a maximum of
1,000,000,000 warrants. The warrants are exercisable in whole or in
part from 1 July 2024 until 15 January 2027. The Company has agreed
that the proceeds of the warrants will be used to repay the
principal amounts outstanding under the Amended Loan
Facility.
At 30 June 2024, £22.5m of the
secured facility had been drawn with £17.5m of the uncommitted
facility remaining.
On 15 October the Group entered into
a £40m secured senior loan facility (the "Hayfin Facility")
with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised
by Hayfin Capital Management LLP ("Hayfin"). The Hayfin Facility
consists of a committed £20m five year term loan and an additional
uncommitted £20m incremental facility. As part of these financing
arrangements, the Company also issued to
Hayfin 131,603,616 warrants to subscribe for new ordinary shares,
representing approximately 2.7% of the issued share capital of the
Company, with a nominal exercise price of 0.1 pence per warrant and
exercisable for a period of ten years from the date of issue. The
committed Hayfin £20m loan is subject to an upfront arrangement fee
and has a variable interest rate based on SONIA plus 9.5% per annum
with interest payable based on Company selected interest
periods.
Also on 15 October, the Amended Loan
Facility, was increased to £50m and its term extended to October
2030. The Amended Loan Facility has been further amended to be
unsecured and is subordinate in ranking to the Hayfin Facility. In
addition, interest will no longer be paid and instead interest will
be rolled up into capital.
As explained more fully in Note 1,
basis of preparation, the Directors have adopted the Going Concern
basis in preparing the audited consolidated financial
statements.
Post balance sheet events
Please refer to Note 21 for details
of events after the balance sheet date.
Consolidated income statement
for the year ended 30 June
2024
|
|
Note
|
Year to
30 June
2024
£'000
|
Year to
30 June
2024
£'000
|
Year
to
30 June
2023
£'000
|
Year
to
30
June
2023
£'000
|
|
Revenue
|
3
|
|
55,199
|
|
59,587
|
|
Cost of sales
|
|
|
(25,462)
|
|
(26,342)
|
|
Gross profit
|
|
|
29,737
|
|
33,245
|
|
Sales, marketing and distribution
costs
|
|
(19,591)
|
|
(23,705)
|
|
|
Administration expenses -
other
|
|
(22,790)
|
|
(25,179)
|
|
|
Total administrative
expenses
|
|
|
(42,381)
|
|
(48,884)
|
|
Other income
|
7
|
|
1,526
|
|
856
|
|
Operating loss pre-R&D and exceptional
costs
|
|
|
(11,118)
|
|
(14,783)
|
|
Research and development
costs
|
|
|
(22,900)
|
|
(20,121)
|
|
Exceptional costs
|
6
|
|
(1,239)
|
|
(4,750)
|
|
Operating loss
|
|
|
(35,257)
|
|
(39,654)
|
|
Finance income
|
9
|
|
285
|
|
329
|
|
Finance expense
|
8
|
|
(4,194)
|
|
(2,441)
|
|
Loss before taxes
|
|
|
(39,166)
|
|
(41,766)
|
|
Income tax
|
|
|
(1,050)
|
|
(1,305)
|
|
Loss for the year
|
|
|
(40,216)
|
|
(43,071)
|
|
Loss per share
|
10
|
|
|
|
|
|
Basic (pence per share)
|
|
|
(1.07)p
|
|
(6.43)p
|
|
Diluted (pence per share)
|
|
|
(1.07)p
|
|
(6.43)p
|
Consolidated statement of comprehensive
income
for the year ended 30 June
2024
|
|
Note
|
Year to
30 June
2024
£'000
|
Year
to
30
June 2023
£'000
|
|
Loss for the year
|
|
(40,216)
|
(43,071)
|
|
Items that will not be reclassified subsequently to profit or
loss:
|
|
|
|
|
Remeasurement of retirement benefit
obligations
|
18
|
(617)
|
603
|
|
Remeasurement of investments -
retirement benefit assets
|
12
|
549
|
(867)
|
|
Revaluation gains -land and
buildings
|
11
|
281
|
428
|
|
Deferred tax movement -land and
buildings
|
|
(30)
|
-
|
|
Total other comprehensive income
|
|
183
|
164
|
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
(86)
|
193
|
|
Total comprehensive loss
|
|
(40,119)
|
(42,714)
|
Consolidated statement of financial position
as at 30 June 2024
|
|
|
Note
|
30 June
2024
£'000
|
30 June
2023
£'000
|
|
Assets
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and equipment -
right-of-use assets
|
|
11
|
7,457
|
8,465
|
|
Property, plant and equipment -
other
|
|
11
|
16,288
|
14,776
|
|
Intangible assets -
goodwill
|
|
|
3,317
|
3,346
|
|
Intangible assets - other
|
|
|
1,370
|
1,790
|
|
Investments - retirement benefit
assets
|
|
12
|
2,913
|
4,866
|
|
Total non-current assets
|
|
|
31,345
|
33,243
|
|
Current assets
|
|
|
|
|
|
Inventories
|
|
13
|
12,744
|
11,593
|
|
Trade and other
receivables
|
|
14
|
7,823
|
7,088
|
|
Cash and cash equivalents
|
|
|
12,915
|
14,845
|
|
Total current assets
|
|
|
33,482
|
33,526
|
|
Total assets
|
|
|
64,827
|
66,769
|
|
Liabilities
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
|
15
|
(15,940)
|
(16,683)
|
|
Borrowings
|
|
16
|
(600)
|
(648)
|
|
Provisions
|
|
17
|
(2,489)
|
-
|
|
Lease liabilities
|
|
|
(1,516)
|
(1,155)
|
|
Derivative financial
instruments
|
|
|
-
|
(79)
|
|
Total current liabilities
|
|
|
(20,545)
|
(18,565)
|
|
Net
current assets
|
|
|
12,937
|
14,961
|
|
Non-current liabilities
|
|
|
|
|
|
Retirement benefit
obligations
|
|
18
|
(8,611)
|
(7,917)
|
|
Deferred taxation
liability
|
|
|
(382)
|
(454)
|
|
Provisions
|
|
17
|
(2,708)
|
(3,581)
|
|
Lease liabilities
|
|
|
(6,372)
|
(7,747)
|
|
Long-term borrowings
|
|
16
|
(22,500)
|
(26,439)
|
|
Total non-current liabilities
|
|
|
(40,573)
|
(46,138)
|
|
Total liabilities
|
|
|
(61,118)
|
(64,703)
|
|
Net
assets
|
|
|
3,709
|
2,066
|
|
Equity
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
Issued share capital
|
|
19
|
4,776
|
689
|
|
Share premium
|
|
|
154,639
|
119,030
|
|
Merger reserve
|
|
|
40,128
|
40,128
|
|
Reserve - share-based
payments
|
|
|
408
|
2,906
|
|
Revaluation reserve
|
|
|
1,782
|
1,501
|
|
Reserve - warrants
|
|
|
1,719
|
412
|
|
Foreign exchange reserve
|
|
|
(816)
|
(730)
|
|
Retained earnings
|
|
|
(198,927)
|
(161,870)
|
|
Total equity
|
|
|
3,709
|
2,066
|
Consolidated statement of changes in equity
for the year ended 30 June
2024
|
|
Issued
capital
£'000
|
Share
premium
£'000
|
Merger
reserve
£'000
|
Reserve -
share -
based
payment
£'000
|
Revaluation reserve
£'000
|
Reserve -
warrants
£'000
|
Foreign
exchange
reserve
£'000
|
Retained
earnings
£'000
|
Total
equity
£'000
|
|
At 30 June 2022
|
654
|
112,576
|
40,128
|
2,799
|
1,073
|
-
|
(923)
|
(118,542)
|
37,765
|
|
Exchange differences on translation
of foreign operations
|
-
|
-
|
-
|
-
|
-
|
-
|
193
|
-
|
193
|
|
Valuation gains taken to equity
(land and buildings)
|
-
|
-
|
-
|
-
|
428
|
-
|
-
|
-
|
428
|
|
Remeasurement of net defined benefit
liability
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
603
|
603
|
|
Remeasurement of investments -
retirement benefit assets
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(867)
|
(867)
|
|
Total other comprehensive
(loss)/income
|
-
|
-
|
-
|
-
|
428
|
-
|
193
|
(264)
|
357
|
|
Loss for the period after
tax
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(43,071)
|
(43,071)
|
|
Total comprehensive loss
|
-
|
-
|
-
|
-
|
428
|
-
|
193
|
(43,335)
|
(42,714)
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
-
|
114
|
-
|
-
|
-
|
-
|
114
|
|
Shares issued
|
35
|
6,454
|
-
|
-
|
-
|
-
|
-
|
-
|
6,489
|
|
Transfer of exercised/lapsed options
to retained earnings
|
-
|
-
|
-
|
(7)
|
-
|
-
|
-
|
7
|
-
|
|
Warrants issued
|
-
|
-
|
-
|
-
|
-
|
412
|
-
|
-
|
412
|
|
At
30 June 2023
|
689
|
119,030
|
40,128
|
2,906
|
1,501
|
412
|
(730)
|
(161,870)
|
2,066
|
|
Exchange differences on translation
of foreign operations
|
-
|
-
|
-
|
-
|
-
|
-
|
(86)
|
-
|
(86)
|
|
Valuation gains taken to equity
(land and buildings)
|
-
|
-
|
-
|
-
|
281
|
-
|
-
|
-
|
281
|
|
Deferred tax - land and
buildings
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(30)
|
(30)
|
|
Remeasurement of net defined benefit
liability
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(617)
|
(617)
|
|
Remeasurement of investments -
retirement benefit assets
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
549
|
549
|
|
Total other comprehensive
income
|
-
|
-
|
-
|
-
|
281
|
-
|
(86)
|
(98)
|
97
|
|
Loss for the period after
tax
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(40,216)
|
(40,216)
|
|
Total comprehensive loss
|
-
|
-
|
-
|
-
|
281
|
-
|
(86)
|
(40,314)
|
(40,119)
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
-
|
759
|
-
|
-
|
-
|
-
|
759
|
|
Shares issued
|
4,087
|
36,672
|
-
|
-
|
-
|
-
|
-
|
-
|
40,759
|
|
Share issue costs
|
-
|
(1,063)
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,063)
|
|
Transfer of exercised/lapsed options
to retained earnings
|
-
|
-
|
-
|
(3,257)
|
-
|
-
|
-
|
3,257
|
-
|
|
Warrants issued
|
-
|
-
|
-
|
-
|
-
|
1,307
|
-
|
-
|
1,307
|
|
At
30 June 2024
|
4,776
|
154,639
|
40,128
|
408
|
1,782
|
1,719
|
(816)
|
(198,927)
|
3,709
|
Consolidated cash flow statement
for the year ended 30 June
2024
|
|
Note
|
Year to
30 June
2024
£'000
|
Year
to
30 June
2023
£'000
|
|
Cash flows from operating activities
|
|
|
|
|
Loss before tax
|
|
(39,166)
|
(41,766)
|
|
Adjustments for:
|
|
|
|
|
Finance income
|
9
|
(285)
|
(329)
|
|
Finance expense
|
8
|
4,194
|
2,441
|
|
Non-cash movement on defined benefit
pension scheme
|
|
121
|
(79)
|
|
Depreciation and
amortisation
|
|
4,319
|
4,224
|
|
R&D tax credit
|
7
|
(1,526)
|
(856)
|
|
Charge for share-based
payments
|
|
759
|
114
|
|
Payments for retirement benefit
investments
|
12
|
(19)
|
(159)
|
|
Movement in fair valuation of
derivative financial instruments
|
|
(79)
|
(37)
|
|
Decrease in trade and other
receivables
|
|
144
|
3,380
|
|
Increase in inventories
|
|
(1,239)
|
(183)
|
|
Increase in trade and other
payables
|
|
788
|
4,818
|
|
Net
cash used by operations
|
|
(31,989)
|
(28,432)
|
|
Income tax paid
|
|
(149)
|
(449)
|
|
Net
cash used by operating activities
|
|
(32,138)
|
(28,881)
|
|
Cash flows from investing activities
|
|
|
|
|
Interest received
|
|
135
|
82
|
|
Payments for property, plant and
equipment
|
|
(3,401)
|
(4,669)
|
|
Receipts from disposal of investment
assets
|
|
2,067
|
-
|
|
Net
cash used in investing activities
|
|
(1,199)
|
(4,587)
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from issue of equity
shares
|
|
2,417
|
7,000
|
|
Share issue expenses
|
|
(1,062)
|
(511)
|
|
Proceeds of bank
borrowings
|
|
514
|
-
|
|
Repayment of bank loan
borrowings
|
|
(647)
|
(961)
|
|
Interest paid on bank loan
borrowings
|
|
(86)
|
(2,117)
|
|
Repayment of principal on lease
liabilities
|
|
(1,734)
|
(1,281)
|
|
Interest paid on lease
liabilities
|
|
(295)
|
(334)
|
|
Proceeds from shareholder
loan
|
|
36,575
|
36,000
|
|
Repayment of shareholder
loan
|
|
(2,135)
|
(9,288)
|
|
Interest paid on shareholder
loan
|
|
(2,116)
|
(712)
|
|
Net
cash generated from financing activities
|
|
31,431
|
27,796
|
|
Net decrease in cash and cash
equivalents
|
|
(1,906)
|
(5,672)
|
|
Effects of exchange rates on cash
and cash equivalents
|
|
(24)
|
2
|
|
Cash and cash equivalents at the
start of the period
|
|
14,845
|
20,515
|
|
Cash and cash equivalents at the end of the
period
|
|
12,915
|
14,845
|
|
Cash at bank and in hand
|
|
12,915
|
14,845
|
Notes to the financial statements
For the year ended 30 June
2024
1.
Basis of preparation
The financial information in this
announcement has been extracted from the Group's Annual Report and
Accounts for the year ended 30 June 2024 and is prepared in
accordance with UK-adopted International Accounting
Standards.
Whist the financial information
included in this preliminary announcement has been prepared in
accordance with International Financial Reporting Standards (IFRS),
this announcement itself does not contain sufficient information to
comply with IFRS. The financial information set out in this
preliminary announcement does not constitute statutory accounts as
defined in Section 435 of the Companies Act 2006.
Statutory accounts for the years
ended 30 June 2024 and 30 June 2023 have been reported on by the
independent auditor. The independent auditor's report for the years
ended 30 June 2024 and 30 June 2023 were unqualified. The report
for the year ended 30 June 2023 drew attention to a material
uncertainty related to going concern, the report for the year ended
30 June 2024 did not draw attention to any matters by way of
emphasis. The reports for the years ended 30 June 2024 and 30 June
2023 did not contain a statement under section 498(2) or (3)
Companies Act 2006. Statutory accounts for the year ended 30 June
2023 have been delivered to the Registrar of Companies and those
for the year to 30 June 2024 will be delivered following the
Company's annual general meeting.
The consolidated financial
statements for the year ended 30 June 2024 (including comparatives)
have been prepared under the historical cost convention modified by
the revaluation of certain items, as stated in the accounting
policies.
New standards
adopted
There are no IFRS or IAS
interpretations that are effective for the first time in this
financial period that have had a material impact on the
Group.
Standards, amendments and
interpretations to existing standards that are not yet effective
and have not been adopted early by the Group
At the date of authorisation of
these financial statements, several new, but not yet effective,
standards and amendments to existing standards and interpretations
have been published by the IASB. None of these standards or
amendments to existing standards have been adopted early by the
Group.
Management anticipates that all
relevant pronouncements will be adopted for the first period
beginning on or after the effective date of the pronouncement. New
standards, amendments and interpretations not adopted in the
current year have not been disclosed as they are not expected to
have a material impact on the Group's financial
statements.
Going
concern
The going concern period has been
assessed as the period from the date of approval of the financial
statements to 30 November 2025. The financial statements have been
prepared on a going concern basis after considering the Group's and
the Company's current cash position and reviewing budgets and cash
flow forecasts for a period of at least 12 months from the date of
approval of these financial statements.
On 15 October 2024 the Group entered
into a £40m secured senior loan facility (the "Hayfin Facility")
with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised
by Hayfin Capital Management LLP. The Hayfin Facility consists of a
committed £20m five year term loan which has been fully drawn and
an additional uncommitted £20m incremental facility.
Furthermore, following discussions
with the major shareholders, SkyGem Acquisition and Southern Fox
(together the "Shareholder Lenders"), the existing loan facility of
£40m (the "Shareholder Facility"), details of which were announced
on 27 December 2023, has been increased to £50m and its term
extended to October 2030. To date, £27.5m has been drawn and is
outstanding under the Shareholder Facility, leaving an undrawn but
uncommitted balance of £22.5m. The Shareholder Facility has been
amended ("the Amended Shareholder Facility") to be unsecured and
rank behind the Hayfin Facility. In addition, interest under the
Shareholder Facility will no longer be paid and instead interest
will be rolled up into capital.
The Group continues to require
funding for the foreseeable future, in particular to fund the
ongoing R&D programme. With the £20m committed Hayfin funding
and £42.5m of uncommitted facilities, from both Hayfin and the
Shareholder Lenders, the Group has access to sufficient funding.
The Directors have confidence in the ability to access at least
£20m of the uncommitted funding during the next twelve months with
the shareholders undertaking that funding would be available from
them including under the Amended Shareholder Facility in the event
that it was required. Furthermore, in severe but plausible
downside scenarios the group has the ability to preserve cash
through the deferral of capital expenditure and other spend
items.
The Directors have prepared cash
flow forecasts for the period to 30 November 2025 based on the
binding arrangements in place for funding with Hayfin and
representations provided by the Shareholder Lenders over the
Group's ability to access funding under the Amended Shareholder
Facility. These forecasts show that the Group has access to
sufficient funds for the 12 month going concern review
period.
2.
Use of accounting estimates and judgements
The Group makes certain estimates
and assumptions regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other
factors, including expectations of future events that are believed
to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The
estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed
below.
Judgements
a) Deferred tax assets are only
recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary difference
can be utilised. At 30 June 2024 the Group had £170m (2023: £130m)
of unutilised tax losses available for offset against future
profits. At the UK's current rate of corporation tax the unutilised
tax losses equate to a potential deferred tax asset of £40.8m; all
of this potential deferred tax asset is unrecognised at the balance
sheet date as there is not currently sufficient convincing evidence
that taxable profits will be available against which these losses
will be utilised in the foreseeable future. Management reassesses
the probable availability of future taxable profits on a regular
basis.
Estimates and assumptions
a) The Group operates equity-settled
share-based compensation plans for remuneration of its employees
comprising LTIP schemes. As explained in Note 30, employee services
received in exchange for the grant of any share-based compensation
are measured at their fair values and expensed over the vesting
period. The fair value of this compensation is dependent on whether
the provisional share awards will ultimately vest, which in turn is
dependent on future events which are uncertain. The Directors use
their judgement and experience of previous awards to estimate the
probability that the awards will vest, which impacts the fair
valuation of the compensation.
The key variables to be estimated
are the number of awards that will lapse before the vesting date
due to leavers, and the number of awards that will vest in relation
to the non-market condition performance tests. The sensitivity to
these variables can be seen in the table in Note 30.
b) The Group operates a partly
funded non-contributory defined benefit pension scheme for certain
employees in Germany. The defined assets and liabilities of this
scheme and the related investments - retirement benefit assets are
estimated using actuarial methods by third party experts. The net
defined benefit liability is most sensitive to changes in the
discount rate applied, see Note 28 for sensitivity
analysis.
3.
Revenue
An analysis of revenue by category
is set out in the table below:
|
|
2024
£'000
|
2023
£'000
|
|
Sale of goods at a point in
time
|
55,199
|
59,587
|
|
|
55,199
|
59,587
|
All revenue recognised in the income
statement is from contracts with customers. No assets were
recognised from costs to obtain or fulfil a contract with any
customer.
4.
Alternative performance measures ("APMs")
The Group's APMs are not defined by
IFRS and therefore may not be directly comparable with other
companies' APMs. These measures are not intended to be a substitute
for, or superior to, IFRS measurements.
EBITDA
Earnings before interest, tax,
depreciation and amortisation (EBITDA) is included as an
alternative performance measure in order to aid users in
understanding the underlying operating performance of the
Group.
|
|
Note
|
2024
£'000
|
2023
£'000
|
|
Loss before taxation
|
|
(39,166)
|
(41,766)
|
|
Net finance expense
|
11,12
|
3,909
|
2,112
|
|
Depreciation
|
18
|
3,787
|
3,670
|
|
Amortisation
|
17
|
532
|
554
|
|
EBITDA
|
|
(30,938)
|
(35,430)
|
EBITDA pre-R&D and
exceptionals
Earnings before interest, tax,
depreciation, amortisation, research and development and
exceptionals (EBITDA pre-R&D and exceptionals) is included as
an alternative performance measure in order to aid users in
understanding the underlying operating performance of the
Group.
These can be reconciled to the IFRS
measure of loss before taxation as below:
|
|
2024
£'000
|
2023
£'000
|
|
EBITDA
|
(30,938)
|
(35,430)
|
|
Research and development
|
22,900
|
20,121
|
|
Exceptional costs
|
1,239
|
4,750
|
|
EBITDA pre-R&D and exceptionals
|
(6,799)
|
(10,559)
|
5.
Segmental reporting
The Group's operating segments are
reported based on the financial information provided to the
Executive Directors, who are defined as the CODM, to enable them to
allocate resources and make strategic decisions. In the opinion of
the Directors, there is one class of business, being the
manufacture and sale of allergy-related medicines.
The CODM reviews information based
on geographical market sectors and assesses performance at an
EBITDA (operating loss before interest, tax, depreciation and
amortisation) and operating loss level. Management have identified
that the reportable segments are Central Europe (which includes the
following operating segments: Germany, Austria, Switzerland and the
Netherlands), Southern Europe (Italy, Spain and Other), the Rest of
the World (including the UK).
For all material regions that have
been aggregated, management consider that they share similar
economic characteristics. They are also similar in respect of the
products sold, types of customer, distribution channels and
regulatory environments.
Revenue by
segment
|
|
Revenue from external
customers
2024
£'000
|
Inter- segment
revenue
2024
£'000
|
Total segment
revenue
2024
£'000
|
Revenue
from external customers
2023
£'000
|
Inter-
segment revenue
2023
£'000
|
Total
segment revenue
2023
£'000
|
|
Central Europe
|
|
|
|
|
|
|
|
--Germany
|
27,298
|
-
|
27,298
|
31,755
|
-
|
31,755
|
|
--Austria
|
4,947
|
-
|
4,947
|
4,903
|
-
|
4,903
|
|
--Netherlands
|
4,062
|
-
|
4,062
|
4,017
|
-
|
4,017
|
|
--Switzerland
|
2,864
|
-
|
2,864
|
2,838
|
-
|
2,838
|
|
|
39,171
|
-
|
39,171
|
43,513
|
-
|
43,513
|
|
Southern Europe
|
|
|
|
|
|
|
|
--Italy
|
3,074
|
-
|
3,074
|
3,053
|
-
|
3,053
|
|
--Spain
|
8,878
|
-
|
8,878
|
9,379
|
-
|
9,379
|
|
--Other
|
368
|
-
|
368
|
396
|
-
|
396
|
|
|
12,320
|
-
|
12,320
|
12,828
|
-
|
12,828
|
|
Rest of World (including
UK)
|
3,708
|
30,412
|
34,120
|
3,246
|
28,731
|
31,977
|
|
|
55,199
|
30,412
|
85,611
|
59,587
|
28,731
|
88,318
|
Revenues from external customers in
all segments are derived principally from the sale of a range of
pharmaceutical products designed for the immunological treatment of
the allergic condition.
Rest of World (including UK)
revenues include sales through distributors and agents in several
markets including the Czech Republic, Slovakia and South Korea.
Inter-segment revenues represent sales of product from the UK to
the operating subsidiaries. The price is set on an arm's-length
basis which is eliminated on consolidation.
The CODM also reviews revenue by
segment on a budgeted constant currency basis, to provide relevant
year-on-year comparisons.
The Group has no customers which
individually account for 10% or more of the Group's
revenue.
Depreciation and amortisation
by segment
|
|
2024
£'000
|
2023
£'000
|
|
Central Europe
|
1,265
|
1,217
|
|
Southern Europe
|
831
|
740
|
|
Rest of World (including
UK)
|
2,223
|
2,267
|
|
|
4,319
|
4,224
|
EBITDA by
segment
|
|
2024
£'000
|
2023
£'000
|
|
Allocated EBITDA
|
|
|
|
Central Europe
|
2,079
|
(252)
|
|
Southern Europe
|
1,585
|
1,362
|
|
Rest of World (including
UK)
|
(34,602)
|
(36,540)
|
|
Allocated EBITDA
|
(30,938)
|
(35,430)
|
|
Depreciation and
amortisation
|
(4,319)
|
(4,224)
|
|
Operating loss
|
(35,257)
|
(39,654)
|
|
Finance income
|
285
|
329
|
|
Finance expense
|
(4,194)
|
(2,441)
|
|
Loss before tax
|
(39,166)
|
(41,766)
|
Total assets by
segment
|
|
2024
£'000
|
2023
£'000
|
|
Central Europe
|
31,031
|
25,522
|
|
Southern Europe
|
13,815
|
10,555
|
|
Rest of World (including
UK)
|
77,788
|
75,041
|
|
|
122,634
|
111,118
|
|
Inter-segment assets
|
(20,518)
|
(11,558)
|
|
Inter-segment investments
|
(37,289)
|
(32,791)
|
|
Total assets per balance sheet
|
64,827
|
66,769
|
Included within Central Europe are
non-current assets to the value of £2.5m (2023: £2.6m) relating to
goodwill and within Southern Europe assets to the value of £3.0m
(2023: £3.7m) relating to land and buildings and £0.8m goodwill
(2023: £0.8m). There were no material additions (excluding foreign
exchange differences) to non-current assets in any country except
the UK where non-current asset additions totalled £3.0m and
comprised plant and machinery £2.9m, fixtures and fittings £0.05m
and computer equipment £0.05m, (2023: £4.3m total).
Total liabilities by
segment
|
|
2024
£'000
|
2023
£'000
|
|
Central Europe
|
(23,290)
|
(22,234)
|
|
Southern Europe
|
(7,204)
|
(6,553)
|
|
Rest of World (including
UK)
|
(51,142)
|
(47,474)
|
|
|
(81,636)
|
(76,261)
|
|
Inter-segment liabilities
|
20,518
|
11,558
|
|
Total liabilities per balance sheet
|
(61,118)
|
(64,703)
|
6.
Exceptional items
|
|
2024
£'000
|
2023
£'000
|
|
Restructuring costs
|
1,239
|
-
|
|
Fundraising costs
|
-
|
2,681
|
|
German rebate provision
|
-
|
2,069
|
|
|
1,239
|
4,750
|
Restructuring
costs
During the year ended 30 June 2024,
the Group incurred £1.2m of one-off costs, predominantly for the
payment of termination benefits, in connection with implementing a
number of cost control initiatives aimed at significantly reducing
the ongoing cost base of the Group.
Fundraising
costs
For the year ended 30 June 2023, the
Group incurred costs of £2.7m relating to consultancy in connection
with a material gap in funding caused by a short-term pause in
production which occurred during October and November 2022. A
number of debt and equity transactions were carried out during the
period; where costs met the definition of transaction costs as set
out in IFRS9 they were included as part of the initial recognition
of the relevant liability or equity instrument. Where costs were
one-off and exceptional in nature but were not directly
attributable to the acquisition of a specific financial liability
or equity issuance they were taken to the consolidated income
statements as exceptional expenses.
German rebate
provision
In the prior year, the Group's
German subsidiary received notification from the German national
health insurance association that manufacturers' rebates were due
for the sale of certain products. Whilst the legal situation was
still being clarified, the Group made a provision for the
best possible estimate of the amounts to be
reimbursed. Amounts in respect of the year ended 30 June 2023 were
taken to the consolidated income statement as a reduction of
revenue, amounts in respect of earlier periods were taken to the
consolidated income statement as an exceptional expense so as not
to distort 2023 revenue.
7.
Other income
|
|
2024
£'000
|
2023
£'000
|
|
R&D tax credit
|
1,526
|
856
|
8.
Finance expense
|
|
2024
£'000
|
2023
£'000
|
|
Interest on shareholder
loans
|
3,495
|
1,824
|
|
Net interest expenses on defined
benefit pension liability
|
317
|
283
|
|
Interest on lease
liabilities
|
295
|
334
|
|
Other
|
87
|
-
|
|
|
4,194
|
2,441
|
9.
Finance income
|
|
2024
£'000
|
2023
£'000
|
|
Bank interest
|
135
|
82
|
|
Interest on investment
assets
|
150
|
247
|
|
|
285
|
329
|
10.
Loss per share
|
|
2024
£'000
|
2023
£'000
|
|
Loss after tax attributable to equity
shareholders
|
(40,216)
|
(43,071)
|
|
|
|
|
|
|
Shares
'000
|
Shares
'000
|
|
Issued Ordinary Shares at start of
the period
|
679,105
|
644,105
|
|
Ordinary Shares issued in the
period
|
4,087,335
|
35,000
|
|
Issued Ordinary Shares at end of the
period
|
4,766,440
|
679,105
|
|
Weighted average number of Ordinary
Shares for the period
|
3,743,332
|
670,355
|
|
Potentially dilutive share
options
|
-
|
-
|
|
Weighted average number of Ordinary
Shares for diluted
earnings per share
|
3,743,332
|
670,355
|
|
Basic earnings per Ordinary Share (pence)
|
(1.07)p
|
(6.43)p
|
|
Diluted earnings per Ordinary Share (pence)
|
(1.07)p
|
(6.43)p
|
The diluted loss per share for 2024
does not differ from the basic loss per share as the exercise of
share options would have the effect of reducing the loss per share
and is therefore not dilutive under the terms of IAS 33.
11.
Property, plant and equipment
|
|
Right-of-use
assets
£'000
|
Plant
and
machinery
£'000
|
Fixtures
and
fittings
£'000
|
Motor
vehicles
£'000
|
Computer
equipment
£'000
|
Land
and
buildings
£'000
|
Total
£'000
|
|
Cost or valuation
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
12,233
|
16,843
|
8,230
|
23
|
4,565
|
3,079
|
44,973
|
|
Reclassification (see Note
17)
|
-
|
(7)
|
-
|
-
|
(22)
|
-
|
(29)
|
|
Additions
|
2,247
|
3,602
|
147
|
-
|
308
|
-
|
6,304
|
|
Foreign exchange
|
-
|
3
|
(1)
|
(3)
|
-
|
(2)
|
(3)
|
|
Revaluations
|
-
|
-
|
-
|
-
|
-
|
(32)
|
(32)
|
|
Disposals
|
(557)
|
(2)
|
(2)
|
-
|
(3)
|
-
|
(564)
|
|
At
30 June 2023
|
13,923
|
20,439
|
8,374
|
20
|
4,848
|
3,045
|
50,649
|
|
Reclassification (see Note
17)
|
-
|
-
|
-
|
-
|
35
|
-
|
35
|
|
Additions
|
765
|
3,160
|
95
|
-
|
61
|
-
|
4,081
|
|
Foreign exchange
|
(104)
|
(23)
|
(26)
|
-
|
(18)
|
(44)
|
(215)
|
|
Revaluations
|
-
|
-
|
-
|
-
|
-
|
9
|
9
|
|
Disposals
|
(293)
|
-
|
(1)
|
-
|
(1)
|
-
|
(295)
|
|
At
30 June 2024
|
14,291
|
23,576
|
8,442
|
20
|
4,925
|
3,010
|
54,264
|
|
Depreciation
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
4,342
|
9,261
|
6,794
|
21
|
4,060
|
305
|
24,783
|
|
Reclassification
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Charge for the year
|
1,681
|
1,032
|
482
|
-
|
316
|
159
|
3,670
|
|
Revaluations
|
-
|
-
|
-
|
-
|
-
|
(460)
|
(460)
|
|
Foreign exchange
|
(8)
|
(4)
|
(2)
|
(1)
|
(2)
|
(4)
|
(21)
|
|
Disposals
|
(557)
|
(2)
|
(2)
|
-
|
(3)
|
-
|
(564)
|
|
At
30 June 2023
|
5,458
|
10,287
|
7,272
|
20
|
4,371
|
-
|
27,408
|
|
Reclassification
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Charge for the year
|
1,728
|
1,109
|
389
|
-
|
286
|
275
|
3,787
|
|
Revaluations
|
-
|
-
|
-
|
-
|
-
|
(272)
|
(272)
|
|
Foreign exchange
|
(59)
|
(12)
|
(18)
|
-
|
(17)
|
(3)
|
(109)
|
|
Disposals
|
(293)
|
-
|
(1)
|
-
|
(1)
|
-
|
(295)
|
|
At
30 June 2024
|
6,834
|
11,384
|
7,642
|
20
|
4,639
|
-
|
30,519
|
|
Net
book value
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
7,891
|
7,582
|
1,436
|
2
|
505
|
2,774
|
20,190
|
|
At 30 June 2023
|
8,465
|
10,152
|
1,102
|
-
|
477
|
3,045
|
23,241
|
|
At
30 June 2024
|
7,457
|
12,192
|
800
|
-
|
286
|
3,010
|
23,745
|
Included in Plant and machinery is
£5.8m (2023: £2.5m) relating to assets under the course of
construction upon which no depreciation has been charged. These are
expected to be commissioned before June 2025.
12.
Investments - retirement benefit asset
The Group carries insurance policies
which are designed to contribute towards the obligations in respect
of the German defined benefit pension scheme (see Note 28). Some of
these policies include a right to reimbursement and therefore do
not meet the definition of a qualifying insurance policy under IAS
19.8. Accordingly, the assets have been recognised separately on
the balance sheet. They are valued at fair value by Mercer
Deutschland GmbH each year. Mercer Deutschland GmbH value the
insurance policies according to contractual
arrangements.
|
|
2024
£'000
|
2023
£'000
|
|
At 1 July
|
4,866
|
5,330
|
|
Additions
|
19
|
159
|
|
Finance income
|
150
|
247
|
|
Disposal of retirement benefit
asset
|
(2,598)
|
-
|
|
Remeasurement of
investment
|
549
|
(867)
|
|
Loss on foreign exchange
|
(73)
|
(3)
|
|
|
2,913
|
4,866
|
The valuation of the retirement
benefit asset involves a number of complex calculations and
assumptions and as a result is subject to inherent
uncertainty.
13.
Inventories
|
|
2024
£'000
|
2023
£'000
|
|
Raw materials and
consumables
|
4,056
|
3,819
|
|
Work in progress
|
5,672
|
4,775
|
|
Finished goods
|
3,016
|
2,999
|
|
|
12,744
|
11,593
|
The value of inventories measured at
fair value less cost to sell was £182,000 (2023: £303,000). The
movement in the value of inventories measured at fair value less
cost to sell during the year gave rise to a charge of £121,000
which was included within the costs of goods sold in the
consolidated income statement.
14.
Trade and other receivables
|
|
2024
£'000
|
2023
£'000
|
|
Trade receivables
|
3,198
|
2,733
|
|
Less: provision for impairment of
trade receivables
|
(336)
|
(367)
|
|
Trade receivables - net
|
2,862
|
2,366
|
|
Other receivables
|
2,808
|
2,150
|
|
VAT
|
538
|
542
|
|
Prepayments and accrued
revenue
|
1,615
|
2,030
|
|
|
7,823
|
7,088
|
All amounts due as shown above are
short term. The carrying value of trade receivables is considered a
reasonable approximation of fair value. All trade and other
receivables have been reviewed for indicators of impairment. During
the year, £25,000 of trade receivables were provided for and
£22,000 of the provision utilised. The impaired trade receivables
are mostly due from private customers in the Italian market who are
experiencing financial difficulties.
15.
Trade and other payables
|
|
2024
£'000
|
2023
£'000
|
|
Due
within one year
|
|
|
|
Trade payables
|
4,015
|
4,090
|
|
Social security and other
taxes
|
4,734
|
4,443
|
|
Other creditors
|
102
|
99
|
|
Accrued expenses and deferred
income
|
7,089
|
8,051
|
|
|
15,940
|
16,683
|
16.
Borrowings
|
|
2024
£'000
|
2023
£'000
|
|
Due
within one year
|
|
|
|
Bank loans
|
600
|
648
|
|
|
600
|
648
|
|
|
2024
£'000
|
2023
£'000
|
|
Due
in more than one year
|
|
|
|
Shareholder loans
|
21,755
|
25,591
|
|
Bank loans
|
745
|
848
|
|
|
22,500
|
26,439
|
The Group completed a £40.75m equity
financing on 13 October 2023 the proceeds of which were used to
repay amounts drawn at that time under the shareholder loan
facility entered into on 6 April 2023 ("Loan Facility") arranged
with ZQ Capital Management Limited (acting through its affiliate
SkyGem International Holdings Limited) and Southern Fox
Investments.
The Loan Facility agreement was
amended twice (the "Amended Loan Facility"), on 27 September 2023
and subsequently on 27 December 2023.
The Amended Loan Facility provides
the Group with a £40.0m loan facility, secured against the shares
held by Allergy Therapeutics Plc in other Group companies (i.e. all
the major assets of the Group), of which £7.5m was committed from
the outset and £32.5m initially uncommitted. The Amended Loan
Facility is available to drawn down from 15 January 2024 until 15
January 2026 with interest payable semi-annually at 12% per annum
and a repayment date of 15 January 2027. The Company issues
warrants to the Lenders following each drawdown under the Amended
Loan Facility entitling the holders to subscribe for new ordinary
shares at a price of 4 pence per share. The entitlement to warrants
is 25 warrants for each £1 drawn down up to a maximum of
1,000,000,000 warrants. The warrants entitle the holders to
subscribe for new ordinary shares at a price of 4 pence per
warrant. The warrants are exercisable in whole or in part from 1
July 2024 until 15 January 2027. The Company has agreed that the
proceeds of the warrants will be used to repay the principal
amounts outstanding under the Amended Loan Facility.
At 30 June 2024, £22.5m of the
secured facility had been drawn, of which £1.3m was allocated to
the warrants on initial recognition (in line with the Group's
accounting policy the debt component was valued first by
discounting the contractual cash flows using a market rate of
interest that would be payable on a similar debt instrument which
did not include the warrants, the remainder of the proceeds is
allocated to the warrants and recognised in the "Warrants reserve"
within shareholders' equity).
17.
Provisions
|
|
2024
£'000
|
2023
£'000
|
|
Italian Leaving indemnity
|
111
|
148
|
|
German rebate provision
|
5,086
|
3,433
|
|
|
5,197
|
3,581
|
|
Current
|
2,489
|
-
|
|
Non-current
|
2,708
|
3,581
|
|
|
5,197
|
3,581
|
German Rebate
Provision
The movement in the German rebate
provision during the year was as follows:
|
|
2024
Total
£'000
|
2023
Total
£'000
|
|
At 1 July
|
3,433
|
-
|
|
Additions
|
1,732
|
3,433
|
|
Foreign exchange movement
|
(79)
|
-
|
|
At
30 June
|
5,086
|
3,433
|
|
Current
|
2,489
|
-
|
|
Non-current
|
2,597
|
3,433
|
|
|
5,086
|
3,433
|
In the previous year, the Group's
German subsidiary received notification from the German national
health insurance association ("GKV-Spitzenverband") that
manufacturers' rebates were due for the sale of certain products.
In agreement with the GKV-Spitzenverband, adjusted discounts for
the future were published in the Lauertaxe from 1 March 2024. The
legal situation for past periods is still being clarified, but the
best possible estimate of the amounts to be reimbursed has been
recognised as a provision.
18.
Retirement benefit obligations
Defined contribution
scheme
The Group operates a defined
contribution pension scheme for all employees in the UK except
those that have opted out of the scheme. The assets of the scheme
are held separately from those of the Group in an independently
administered fund. A salary sacrifice scheme is in operation at
Allergy Therapeutics (UK) Ltd. The effect of the scheme is to
transfer a proportion of the payroll cost to pension contributions;
see Note 9, Employees for further details.
Defined benefit
scheme
The Group operates a partly funded
non-contributory defined benefit pension scheme for certain
employees in Germany. The actuarial valuation was carried out by
Mercer Deutschland GmbH at 30 June 2024.
The assets and liabilities in the
scheme were as follows:
|
|
2024
£'000
|
2023
£'000
|
|
Fair value of plan assets
|
1,002
|
1,022
|
|
Present value of scheme
liabilities
|
(9,613)
|
(8,939)
|
|
Deficit in the scheme
|
(8,611)
|
(7,917)
|
The weighted average duration of
liabilities at 30 June 2024 is 13.2 years (2023: 14.0
years).
Movement in assets during the
year
|
|
2024
£'000
|
2023
£'000
|
|
Balance as at 1 July
|
1,022
|
1,215
|
|
Foreign currency
differences
|
(14)
|
(1)
|
|
Interest income on plan
assets
|
47
|
40
|
|
Remeasurement of defined benefit
asset
|
32
|
(146)
|
|
Contributions from
employer
|
-
|
-
|
|
Assets transferred to finance
benefits paid
|
(85)
|
(86)
|
|
Balance as at 30 June
|
1,002
|
1,022
|
The expected contributions to linked
investment asset products over the forthcoming year are £nil (2023:
£172,000)
Movement in liabilities in
the year
|
|
2024
£'000
|
2023
£'000
|
|
Balance as at 1 July
|
(8,939)
|
(9,534)
|
|
Foreign currency
differences
|
136
|
3
|
|
Current service costs
|
(122)
|
(134)
|
|
Interest cost
|
(364)
|
(323)
|
|
Remeasurement of defined benefit
liability
|
|
|
|
- arising from changes in financial
assumptions and experience losses/(gains)
|
(649)
|
750
|
|
Benefits paid by employer
|
240
|
215
|
|
Benefits paid from assets
|
85
|
84
|
|
Balance as at 30 June
|
(9,613)
|
(8,939)
|
19.
Issued share capital
|
|
2024
|
2023
|
|
Shares
|
£'000
|
Shares
|
£'000
|
|
Authorised share capital
|
|
|
|
|
|
Ordinary Shares of 0.10 pence
each
|
|
|
|
|
|
1 July and 30 June
|
790,151,667
|
790
|
790,151,667
|
790
|
|
Deferred shares of 0.10 pence
each
|
|
|
|
|
|
1 July and 30 June
|
9,848,333
|
10
|
9,848,333
|
10
|
|
Issued and fully paid
|
|
|
|
|
|
Ordinary Shares of 0.10
pence
|
|
|
|
|
|
At 1 July
|
679,104,621
|
679
|
644,104,621
|
644
|
|
Issued during the year:
|
|
|
|
|
|
Issue of shares
|
4,087,335,317
|
4,087
|
35,000,000
|
35
|
|
At
30 June
|
4,766,439,938
|
4,766
|
679,104,621
|
679
|
|
Issued and fully paid
|
|
|
|
|
|
Deferred shares of 0.10
pence
|
|
|
|
|
|
At 1 July
|
9,848,333
|
10
|
9,848,333
|
10
|
|
Issued during the year
|
-
|
-
|
-
|
-
|
|
At
30 June
|
9,848,333
|
10
|
9,848,333
|
10
|
|
Issued share capital
|
4,776,288,271
|
4,776
|
688,952,954
|
689
|
The deferred shares have no voting
rights, dividend rights or value attached to them.
20.
Related party transactions and ultimate control
Allergy Therapeutics plc's related
parties include its subsidiary companies its key management and its
shareholders.
The Group's ultimate controlling
party at 30 June 2024 was SkyGem Acquisition Limited (ZQ Capital)
by virtue of its 65% holding of voting rights in the share capital
of Company. Prior to completion of the £40.75m Equity Financing,
announced on 13 October 2023, there was no single ultimate
controlling party.
21.
Events after the balance sheet date
Hayfin
Facility
On 15 October the Group entered into
a £40m secured senior loan facility (the "Hayfin Facility")
with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund
advised by Hayfin Capital Management LLP ("Hayfin"). The Hayfin
Facility consists of a committed £20m five year term loan and an
additional uncommitted £20m incremental facility. As part of these
financing arrangements, the Company has also issued to
Hayfin 131,603,616 warrants to subscribe for new ordinary
shares, representing approximately 2.7% of the issued
share capital of the Company, with a nominal exercise price of 0.1
pence per warrant and exercisable for a period of ten years from
the date of issue. The Hayfin £20m loan is subject to an
upfront arrangement fee and has a variable interest rate based on
SONIA plus 9.5% per annum with interest payable based on Company
selected interest periods.
Also on 15 October, following
discussions with major shareholders, SkyGem Acquisition Limited (an
affiliate of ZQ Capital Management Limited) and Southern Fox
Investments Limited (together the "Shareholder Lenders"), the
existing loan facility of £40m, details of which were announced on
27 December 2023, has been increased to £50m and its term extended
to October 2030. To date, £27.5m has been drawn and is outstanding
under the Shareholder Facility (£5m of which was drawn after the
balance sheet date), leaving an undrawn but uncommitted balance of
£22.5m. The Shareholder Facility has been amended ("the Amended
Shareholder Facility") to be unsecured and rank behind the Hayfin
Facility. In addition, interest under the Shareholder Facility will
no longer be paid and instead interest will be rolled up into
capital.