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Feedback Plc (FDBK) – Further re. Resignation of Director Tom Charlton
Further to the announcement issued by the Company on 2 May 2017 regarding the resignation of Tom Charlton with effect from today, the Company announces that Tom Charlton has undertaken not to dispose of any shares in the Company registered in his name or in which he has a beneficial interest before the earlier of the date on which an orderly market agreement is entered into between Tom Charlton and the Company or 30 November 2017.
For further information contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
|
Northland Capital Partners Ltd (Joint Broker) |
Tel: 020 3861 6625 |
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
Proactive Investment Overview – Feedback PLC’s eye on the prize: a CE mark for TexRAD
The CE mark will enable Feedback to market not just to scientists, but radiologists everywhere, which should lead to a marked expansion in sales.
Dr Alastair Riddell’s CV reveals a high-flying career with the forerunners of what are now GE Healthcare, Johnson & Johnson and Pfizer, followed by spells guiding businesses to IPO or trade sale.
So, what attracted him to the challenge of Feedback plc (LON:FDBK), an AIM-listed medical imaging firm worth less than £9mln?
“The persistence of Tom Charlton, who would not give me any peace until I said yes,” jokes Riddell.
Charlton is one of Feedback’s major shareholders who recruited the Riddell as chairman.
However, Riddell’s mind was actually made up by cold hard data that underscored the potential of its main product, TexRAD.
“When I went to Cambridge and spoke to the people who do the work there it became clear there was real potential in this,” he told Proactive Investors.
“What really convinced me was a small study they’d done.”
Before we get to that study, it is worth getting a feel for TexRAD does.
It was the brainchild of the PhD of Dr Balaji Ganeshan, an expert on textural analysis of images gleaned from computed tomography (CT) scans.
Distilled down to the basics, it is essentially a very smart piece of software that analyses medical images, to reveal features that are not always evident to the human eye.
In doing so, it may “in a very statistical, objective and numerical way relate the output to a prognosis for the patient”, says Riddell.
Ganeshan carried out a study of patients with liver cancer using TexRAD and the results were, in the words of the Feedback chairman, “quite remarkable”.
“It quickly dawned on me that this could be a really valuable objective tool for giving an accurate prognosis,” he adds.
Riddell was announced as chairman in June 2016, and the focus has been on getting Feedback on to a commercial footing.
In April 2017 the company raised £750,000, issuing shares at 2.75p a pop, to invest in product development plus sales & marketing – mostly for TexRAD.
The fund-raising came in the wake of a breakthrough deal at the end of March that should see its TexRAD Lung product available on the diagnostic imaging platform of a leading global imaging company.
Feedback is already making money from TexRAD with sales to institutions carrying out research, but the promised land is filled with deals such as the TexRAD Lung partnership.
To fully commercialise the TexRAD product it must be granted a CE Mark, European certification for the technology.
It was on track to get this by the end of May 2017 but then it identified several new enhancements that will improve performance.
While that is good news, the discoveries mean that the award of the CE mark will be delayed “by several weeks”.
When it gets the thumbs-up from the EU, the mark will enable it to sell TexRAD to hospitals, where it will lend numerical support to the very skilled, interpretative work carried out by radiologists.
Meanwhile, a tie-up with a company in Poland called Future Processing provides Feedback with the coding know-how to develop a wider product suite.
Sales of the current product, though modest, reveal there is demand from a very specialist audience in the research sphere.
It means the technology is being cited in literature by some of the leading centres for cancer research – providing a great endorsement of the TexRAD from key opinion leaders.
In fact, the technology is also starting to make an impression with businesses operating in the field.
“My view is at the moment we are far too small and far too young to be engaged in corporate discussion,” says Riddell.
“But, if we can grow sales the way I hope we can grow them, then in two or three years we might look differently at these corporate approaches.”
In the meantime, it is about “investing in the company and doing things to a particular standard”, the Feedback chairman says.
“Of course, the next milestone will be getting the CE Mark for TexRAD,” he adds.
“This will enable us to market not just to scientists, but radiologists everywhere, which should lead to a marked expansion in sales.”
Read the full article on the Proactive Investors website here
Feedback (FDBK) – Notice of Resignation of Director
Feedback plc (AIM: FDBK), the medical imaging software company announces that Tom Charlton, non-executive Deputy Chairman of the Company, has given notice to the Board of Feedback that he intends to step down as a director on 30 May 2017 in order to devote more time to his other investment activities. Tom Charlton has indicated that he is prepared to enter into an orderly market agreement in respect of his substantial shareholding after he ceases to be a Director. The directors of the Company intend to appoint a further non-executive director with the appropriate skills to assist the Company in its next stage of development and a further announcement will be made in due course.
Dr. Alastair Riddell, non-executive Chairman, said, “I should like to thank Tom for his invaluable support of the Company following its readmission in 2014 which has enabled it to achieve remarkable progress to date. The recent placing now gives the Company the requisite capital to invest in building its commercial, regulatory and technical support capabilities to match the potential unlocked by the imminent CE mark and major collaborative distribution agreements. I look forward to the board being strengthened with the appointment of a further non-executive director to assist the Company through this significant growth phase.”
Tom Charlton said, “Having been the driving force behind Feedback’s move into medical imaging, I had always planned to step down as a Director after bringing in Alastair as an experienced Chairman to lead the Company to the next stage in its development. The future success of the Company is my key objective and therefore I am prepared to enter into an orderly market agreement regarding my shareholding to reassure shareholders.”
For further information contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
|
Northland Capital Partners Ltd (Joint Broker) |
Tel: 020 3861 6625 |
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
|
Brand Communications |
Tel: 07976 431608 |
Feedback (FDBK) – Issue of Equity
Feedback plc (AIM: FDBK), the medical imaging software company, is pleased to announce the completion of a placing of 27,272,727 new ordinary shares of 0.25p each in the Company at a price of 2.75 pence per Placing Share to raise a total of £750,000 (before expenses). The Placing is subject to admission of the Placing Shares to trading on AIM. Application has been made for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will take place on 2 May 2017.
The net proceeds from the Placing will be used to invest in product development, sales and marketing, primarily for TexRAD, Feedback’s patented quantitative medical imaging software, as well as for general working capital purposes.
The Placing Shares will represent, in aggregate, approximately 11.08 per cent. of the Company’s issued ordinary share capital as enlarged by the issue of the Placing Shares. The Placing was conducted within the Company’s existing share allotment authorities. The Placing Shares, when duly issued and fully paid, will rank pari passu in all respects with the Company’s existing ordinary shares. The Placing has not been underwritten.
On Admission, the shareholdings of those directors who hold shares in Feedback will be as follows:
|
Director |
Holding of ordinary shares |
Percentage of Enlarged Share Capital |
|
Dr Alastair Riddell (Non-executive Chairman) |
5,000,000 |
2.03% |
|
Dr Balaji Ganeshan (Executive Director) |
2,860,000 |
1.16% |
|
Mike Hayball (Executive Director) |
5,670,600 |
2.30% |
|
Tom Charlton (Non-executive Deputy Chairman) |
59,637,408 |
24.27% |
|
Trevor Brown (Non-executive Director) |
55,089,111 |
22.39% |
Total Voting Rights
The Placing is conditional, among other things, upon Admission becoming effective. Following Admission, the Company’s issued ordinary share capital will consist of 246,066,584 ordinary shares, with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 246,066,584. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
**ENDS**
For further information, please contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
|
Northland Capital Partners Ltd (Joint Broker) |
Tel: 020 3861 6625 |
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
|
Brand Communications |
Tel: 07976 431608 |
Feedback Plc (FDBK) – Director shareholding
Feedback Plc (FDBK) – Director / PDMR Shareholding
Feedback plc (AIM: FDBK), the medical imaging software company, announced on 1 June 2016, upon the appointment of Dr Alastair Riddell as Non-Executive Chairman of the Company, that Tom Charlton, Non-Executive Deputy Chairman of the Company, had made a conditional gift of 5,000,000 ordinary shares of 0.25 pence each in the Company to Dr Riddell. This gift was conditional on both Dr Riddell’s election as a director at the 2016 AGM and the transfer being effected during an open period.
Given that these conditions have now both been fulfilled, Mr Charlton today informed the Company that he has transferred 5,000,000 Ordinary Shares to Dr Riddell for nil consideration.
Accordingly, Tom Charlton is now interested in 59,637,408 Ordinary Shares, representing approximately 27.26% of the issued share capital of the Company. Dr Alastair Riddell is now interested in 5,000,000 Ordinary Shares, equal to approximately 2.29% of the issued share capital of the Company.
For further information contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
|
Brand Communications |
Tel: 07976 431608 |
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014. The information set out below is provided in accordance with the requirements of Article 19(3) of that Regulation.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Thomas (“Tom”) William George Charlton
|
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Director of the Company |
|
b) |
Initial notification /Amendment |
Initial notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
Feedback plc |
|
b) |
LEI |
N/A |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument
|
Ordinary Shares of 0.25 pence each (“Ordinary Shares”) |
|
Identification code |
ISIN for Feedback plc Ordinary Shares: GB0003340550 |
|
|
b) |
Nature of the transaction |
Gift of Ordinary Shares to another director. |
|
c) |
Price(s) and volume(s) |
Price – nil Volume – 5,000,000 Ordinary Shares |
|
d) |
Aggregated information – Aggregated volume – Price
|
N/A |
|
e) |
Date of the transaction |
24 November 2016 |
|
f) |
Place of the transaction |
Outside a trading venue |
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Dr Alastair James Riddell
|
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Director of the Company |
|
b) |
Initial notification /Amendment |
Initial notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
Feedback plc |
|
b) |
LEI |
N/A |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument
|
Ordinary Shares of 0.25 pence each (“Ordinary Shares”) |
|
Identification code |
ISIN for Feedback plc Ordinary Shares: GB0003340550 |
|
|
b) |
Nature of the transaction |
Receipt of gift of shares from a fellow director. |
|
c) |
Price(s) and volume(s) |
Price – nil Volume – 5,000,000 Ordinary Shares |
|
d) |
Aggregated information – Aggregated volume – Price
|
N/A |
|
e) |
Date of the transaction |
24 November 2016 |
|
f) |
Place of the transaction |
Outside a trading venue |
Feedback Plc (FDBK) – Issue of Equity & Director – PDMR shareholding
Feedback Plc (FDBK) – Issue of Equity & Director / PDMR Shareholding
Feedback plc (AIM: FDBK), the medical imaging software company, is pleased to announce that it has exercised its discretionary right to issue 15,120,000 new ordinary shares of 0.25 pence each at a deemed issue price of 1.25p to Tom Charlton, non-executive deputy chairman of the Company, in full satisfaction of his outstanding loan to the Company.
The loan of £189,000 was made on 20 May 2014 and was repayable on 1 December 2016 if not repaid earlier. Under the terms of the loan agreement the Company had the right, after 1 June 2016, at its sole discretion, to issue up to 15.12 million New Ordinary Shares at a deemed issue price of £0.0125 per Ordinary Share in satisfaction of the loan. No interest was payable on the loan.
Following the issue of the New Ordinary Shares, Tom Charlton will hold 64,637,408 ordinary shares representing 29.54% of the issued share capital of the Company.
The New Ordinary Shares will rank pari passu with the existing ordinary shares and application will be made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence by 8.00 a.m. on 29 November 2016.
Following Admission of the New Ordinary Shares, the Company’s enlarged issued share capital will consist of 218,793,857 ordinary shares with voting rights. This number may be used by shareholders, following the issue of equity, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
For further information contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
|
Brand Communications |
Tel: 07976 431608 |
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014. The information set out below is provided in accordance with the requirements of Article 19(3) of that Regulation.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Thomas (“Tom”) William George Charlton
|
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Director of the Company |
|
b) |
Initial notification /Amendment |
Initial notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
Feedback plc |
|
b) |
LEI |
N/A |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument
|
Ordinary Shares of 0.25 pence each (“Ordinary Shares”) |
|
Identification code |
ISIN for Feedback plc Ordinary Shares: GB0003340550 |
|
|
b) |
Nature of the transaction |
The issue of Ordinary Shares upon conversion of an outstanding loan of £189,000. |
|
c) |
Price(s) and volume(s) |
Price – conversion price of 1.25 pence per share Volume – 15,120,000 Ordinary Shares |
|
d) |
Aggregated information – Aggregated volume – Price
|
N/A |
|
e) |
Date of the transaction |
23 November 2016 |
|
f) |
Place of the transaction |
Outside a trading venue |
Feedback chairman says cancer software has ‘real potential’ – Proactive Investors
By Ian Lyall – Proactive Investors
Distilled down to the basics, the company’s TexRAD technology is essentially a very smart piece of software that analyses medical images, to reveal features that are not always evident to the human eye.
Dr Alastair Riddell’s CV reveals a high-flying career with the forerunners of what are now GE Healthcare, Johnson & Johnson and Pfizer, followed by spells guiding businesses to IPO or trade sale.
So, what attracted him to the challenge of Feedback plc (LON:FDBK), an AIM-listed medical imaging firm worth less than £4mln?
“The persistence of Tom Charlton, who would not give me any peace until I said yes,” jokes Riddell.
Charlton is one of Feedback’s major shareholders who recruited the company’s new chairman.
However, Riddell’s mind was actually made up by cold hard data that underscored the potential of its main product, TexRAD.
“When I went to Cambridge and spoke to the people who do the work there it became clear there was real potential in this,” he told Proactive Investors.
“What really convinced me was a small study they’d done.”
Before we get to that study, it is worth getting a feel for TexRAD does.
It was the brainchild of the PhD of Dr Balaji Ganeshan, an expert on textural analysis of images gleaned from computed tomography (CT) scans.
Distilled down to the basics, it is essentially a very smart piece of software that analyses medical images, to reveal features that are not always evident to the human eye.
In doing so, it may “in a very statistical, objective and numerical way relate the output to a prognosis for the patient”, says Riddell.
Ganeshan carried out a study of patients with liver cancer using TexRAD and the results were, in the words of the Feedback chairman, “quite remarkable”.
“It quickly dawned on me that this could be a really valuable objective tool for giving an accurate prognosis,” he adds.
Riddell was announced as chairman in June, which hasn’t given him a lot of time to shape strategy.
But he has a good idea how to get the business into the full commercial phase within the next six to nine months.
He has hired a person with experience in the imaging industry to put together a marketing strategy and business plan “which should be sorted in the next few weeks”.
Feedback is already making money from TexRAD with sales to institutions carrying out research.
To fully commercialise the product it must be granted a CE Mark, European certification for the technology.
It hopes to receive the regulatory green light sometime in the first quarter of next year.
This will enable it to sell TexRAD to hospitals, where it will lend numerical support to the very skilled, interpretative work carried out by radiologists.
At that point it will require funds to hire a sales and sales support team, which in turn means Feedback will have to raise a little money to bankroll the expansion of what is currently a very lean team.
Riddell, the consummate City veteran, won’t say when he will call on shareholders, or just how much Feedback requires, but he acknowledges there will be a need to fund growth.
“We will go the market when I think we have a compelling story and we have some numbers for the market,” he says.
“We are not yet at that stage. We are ticking over; investing a little in market analysis and market development that I think will pay off.”
Riddell’s sights are set first and foremost on securing the CE mark. After that he expects to be able to unveil a new product that analyses tumour deposits in the lung.
In this regard it has partnership with a firm called Alliance Medical Group, which wants to integrate TexRAD into its scanners.
Meanwhile, a tie-up with a company in Poland called Future Processing provides Feedback with the coding know-how to develop a wider product suite.
Sales of the current product, though modest, reveal there is demand from a very specialist audience in the research sphere.
It means the technology is being cited in literature by some of the leading centres for cancer research – providing a great endorsement of the TexRAD from key opinion leaders.
In fact, the technology is also starting to make an impression with businesses operating in the field.
“My view is at the moment we are far too small and far too young to be engaged in corporate discussion,” says Riddell.
“But, if we can grow sales the way I hope we can grow them, then in two or three years we might look differently at these corporate approaches.”
In the meantime, it is about “investing in the company and doing things to a particular standard”, the Feedback chairman says.
“Of course, the next milestone will be getting the CE Mark for TexRAD,” he adds.
“This will enable us to market not just to scientists, but radiologists everywhere, which should lead to a marked expansion in sales.”
Full article here
Feedback (FDBK) – Re Directorate
Feedback plc (AIM: FDBK), the medical imaging software company, is pleased to announce that Tom Charlton, non-executive deputy chairman will be standing for re-election at the Company’s Annual General Meeting which will be held on 23 November 2016. On 1 June 2016, Mr Charlton had indicated that his intention was to stand down from the board to devote more time to his other investment activities.
Dr Alastair Riddell, Chairman of Feedback commented ‘Feedback is now at an important stage of its development and the Company needs Tom’s knowledge and expertise as we look to strengthen the internal management structure and make the most of Feedback’s opportunities.‘
For further information contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
Feedback (FDBK) – Appointment of Non-Executive Chairman
Feedback plc (FDBK), the medical imaging software company, is pleased to announce the appointment of Dr Alastair Riddell as Non-Executive Chairman with immediate effect. Dr Riddell succeeds Tom Charlton, who becomes Deputy Chairman and who will step down from the board at the conclusion of the AGM which is likely to be held in November 2016.
Dr Riddell, 67, has over 30 years’ experience in the pharmaceutical, life science and biotech industries, with 18 years as a main board director. After 10 years directing phases 1-4 clinical trials of antibiotics, oncology and intensive care products for companies including Lederle (now Pfizer) and Centocor (now J&J), he spent five years managing sales and marketing for oncology and imaging products for Amersham International (now GE Healthcare). This led to 12 years as CEO for three UK biotech companies, Pharmagene, Paradigm Therapeutics and Stem Cell Sciences; in these roles he was the principal involved in an IPO on UK’s main list, trade sales to international companies in Japan and the USA and significant fund raising rounds. He has been Chairman of Silence Therapeutics (AIM listed) and Chairman of Definigen Ltd, a private Cambridge University spinout. He is currently on the Board of three biotechnology companies; AzurRx Biotherapeutics, a private New York based drug development company; Cristal Therapeutics, a Netherlands based company specialising in nanoparticle medicines; and Skyline Vet Pharma, a US based private company repurposing human drugs for use in companion animals. He is also Chairman of the SWAHSN (South West Academic Health Science Network), which seeks to improve and sustain the healthcare provision in the south-west of England by linking innovation from industry, academia and the NHS.
Dr Alastair Riddell commented: “I am very pleased to be joining Feedback as it positions itself for growth in the critical market of diagnostic imaging. Its early product in image software analysis is gaining traction in assisting in the interpretation of cancer deposits in lungs. The technology lends itself to other disease areas and seeks to be a seamless addition to existing image analysis procedures that will provide increased confidence in diagnostic accuracy. I am looking forward to helping the Company develop its infrastructure and resources to maximise its potential.”
Tom Charlton, said: “I recently informed the Board that I wished to devote more time to my other investment activities and I intended to step down from the Board at the time of the AGM later this year. As Deputy Chairman, I will retain responsibility for financial matters including the preparation of the annual report and accounts for the year ended May 2016. Alastair has considerable experience as a biotech entrepreneur and will provide knowledgeable leadership to Feedback as we seek to commercialise TexRAD and grow its revenues. His appointment has my full support as well as that of the Board and I very much look forward to working with him.”
Tom Charlton has made a conditional gift of 5,000,000 ordinary shares in Feedback plc to Dr Alastair Riddell. The gift is conditional on both Dr Riddell’s election as a director at the 2016 AGM and it also being an open period for dealing under the AIM rules.
Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies the following information is disclosed in respect to Dr Alastair James Riddell:
|
Current Appointments |
Former Appointments |
|
AJR & Associates LTD |
Asset Realisation Company Limited |
|
AzurRX Bio Pharma Inc |
Definigen Limited |
|
Cristal Therapeutics |
PCT Shareholders Limited |
|
Skyline Vet Pharma Inc |
Silence Therapeutics plc |
|
South West Peninsula AHSN Limited |
There is no other information regarding Dr Riddell required to be disclosed under the AIM Rules.
For further information, contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Feedback PLC – Announces final results & appoints Dr Balaji Ganeshan & Mike Hayball to the board
Feedback plc is pleased to announce its final results for the year ended 31 May 2015.
CHAIRMAN’S STATEMENT
We are pleased to present the results for the year ended 31 May 2015. These are the first full year results to include the trading of the two medical imaging companies, Cambridge Computed Imaging Limited (‘CCI’) and TexRAD Limited, (‘TexRAD’) both of which we acquired in May 2014. Revenue for the year was £381,970 (2014: £7,250) and the loss after tax was £1,111,433 following the write down of intangible assets of £689,142 (2014: Loss £470,654). The Directors have considered it prudent to write down the carrying value of the intangible assets in the balance sheet in order to meet the requirements of IFRS. However, the Directors still believe the Company’s technology has great potential which will generate ongoing revenue and attract new collaboration partners. Cash as at 31 May 2015 was £63,261 (31 May 2014: £874,432) ahead of the placing announced on 3 June 2015 which raised £200,000. Cash balances at 31 October 2015 stood at £210,076.
The early part of the period saw the bedding in of the acquisitions with a focus on establishing the quality process and serving the existing customer base. CCI’s business was a steady performer attaining ISO 13485, the international standard relating to quality management systems for organisations involved in the manufacture of medical devices as well as adding further resource to the regulatory team. CCI provides all the regulatory, technical and development support to TexRAD while maintaining its principal business of supporting Papworth Hospital, Cambridgeshire with its PACS (Picture Archiving and Communication System). TexRAD, our texture analysis software product for analysing images from CT scans, was granted a European patent thus extending its portfolio of protected intellectual property.
There has been a focus on developing strategic collaborations for TexRAD while continuing the sales of research versions to world-leading research institutions. During the year, TexRAD has been purchased by institutions including ELK in Berlin, Velindre Cancer Centre in Cardiff, University of Tokyo Department of Radiology at the Institute of Medical Science in Japan, CHU de Reims in France and Seoul National University Bundang Hospital in South Korea, among others. The company was also delighted to announce on 9 September 2015 that TexRAD had completed its first sale to China with an installation at Peking University Medical College Hospital, Beijing. We have also worked closely with leading research groups with a view to commercialising TexRAD for specific applications. Since the year end and following the highly encouraging early results from a retrospective study into TexRAD’s potential use in the treatment of urolithiasis (formation of kidney stones), the Company formed a joint venture company, Stone Checker Software Ltd (‘Stone Checker’). Stone Checker will use our intellectual property in conjunction with other biomarkers to develop an integrated product to assist clinicians to determine which stones are most likely to respond to shock wave lithotripsy. We have, in the new financial year, formed another joint venture company, Prostate Checker Ltd to target a more effective method of diagnosing and assessing treatment options for prostate cancer.
Our collaborations with leading medical institutions are progressing well. Professor Ken Miles at the Diagnostic Radiology department at the Princess Alexandra Hospital in Brisbane, Australia has been doing valuable work in examining TexRAD’s potential for inclusion in radiology workflow, particularly in assisting treatment decisions and improving patient management in lung cancer. Professor Choi at the University of Texas MD Anderson Cancer Center in Houston, Texas, USA will be assessing TexRAD’s effectiveness for patients with kidney and adrenal cancers. Dr. Andrew Smith’s work on metastatic kidney cell cancer at the University of Mississippi Medical Center in Jackson, Mississippi, USA using TexRAD has been presented at the annual meeting of the Society of Computed Body Tomography and Magnetic Resonance in Toronto, Canada. McGill University Hospital in Montreal, Quebec, Canada will be focussing on breast cancer and appraising TexRAD’s use as a supplementary tool in digital mammography to achieve better patient management.
We continue to work with Imaging Endpoints II, LLC to serve the clinical trials market in the United States. We have recently delivered the latest version of our TexRAD clinical trials software with extra features and we are now working towards achieving 21 CFR Part 11 compliance. The last year has seen strong competition in the clinical trials market to win the available business from pharmaceutical companies. Nevertheless TexRAD is expected to be used in a study of colorectal cancer patients (stage IIIc) being treated with Bayer’s drug Regorafenib after adjuvant FOLFOX. Having re-evaluated the Company’s previous strategy for seeking FDA approval for TexRAD, the board now recognise that there are significant commercial opportunities available to Feedback if TexRAD were to be used in conjunction with other biomarkers to create integrated products for specific clinical applications. These products could then be marketed much more effectively to clinicians compared with a general software application. We may also prioritise CE marking in order to accelerate development of commercial products for the European markets. As a consequence of this new focus, FDA approval for TexRAD is no longer regarded as one of the Company’s principal corporate objectives.
Board Reorganisation
The Company today announces a reorganisation of the board of directors with immediate effect. Simon Barrell steps down from the Board to devote more time to his other business commitments. Tom Charlton becomes non-executive chairman and we welcome two of the senior management team, Dr Balaji Ganeshan and Mike Hayball to the plc board. In addition we are delighted to announce the appointment of Dr Alex Menys as a non-executive director. Dr Menys is a researcher at University College London and chief executive of Motilent Ltd, a developer of advanced medical imaging software aimed at maximising the effectiveness of radiology in the evaluation of gastrointestinal function.
We are very encouraged by the continued interest shown in TexRAD and the number of research papers being published which highlight its numerous potential applications. In order to generate optimum value for shareholders we shall be looking to support our collaboration partners and invest further in our newly-formed joint venture companies. The year ahead will also see the Company selling fewer research versions of TexRAD as we focus on setting up more joint venture companies and collaborations targeting specific applications for TexRAD’s clinical use to provide the foundation for TexRAD’s future commercial success.
Tom Charlton
Chairman
5 November 2015
For further information contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Tom Charlton/ Trevor Brown |
|
|
Sanlam Securities UK (Nominated Adviser and Joint Broker) |
Tel: 020 7628 2200 |
|
Simon Clements / James Thomas |
|
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
|
Lucy Williams / Duncan Vasey |
Notes to editors:
TexRAD (is a novel sophisticated imaging risk stratification research tool that analyses the textures in existing radiological scans. This research software application analyses textures, detecting and measuring tumour heterogeneity (complexity) from these images, revealing more information from medical images than it is currently possible to see with the naked eye. Research to date has shown that TexRAD could potentially assist the clinician (as an ‘Imaging Biomarker’) in confident decision-making: assessing the prognosis, disease severity (e.g. risk of metastases) and response evaluation of patients with cancer. Currently TexRAD research has shown great potential in many different oncological sites, including, colorectal, breast, lung, prostate, oesophageal, head & neck, lymphoma, liver and renal cancers and could potentially be employed as a heterogeneity assessing tool in the era of ‘Precision and Personalized Medicine’. TexRAD is manufactured under licence by the ISO 13485 certified company Cambridge Computed Imaging Ltd, a subsidiary of Feedback plc. More information is available on www.fbk.com and www.texrad.com.
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2015
|
Note |
2015 |
2014 |
||
|
£ |
£ |
|||
|
REVENUE |
381,970 |
7,250 |
||
|
Cost of sales |
(1,434) |
– |
||
|
GROSS PROFIT |
380,536 |
7,250 |
||
|
Other operating expenses |
(888,600) |
(313,904) |
||
|
Costs associated with the acquisition of subsidiaries |
|
– |
(164,000) |
|
|
Impairment of intangible assets |
7 |
(689,142) |
– |
|
|
Total operating expenses |
(1,577,742) |
(477,904) |
||
|
OPERATING LOSS |
(1,197,206) |
(470,654) |
||
|
Net finance income |
908 |
– |
||
|
Loss on ordinary activities before taxation |
(1,196,298) |
(470,654) |
||
|
Tax credit |
84,865 |
– |
||
|
LOSS ON ORDINARY ACTIVITIES AFTER TAX |
(1,111,433) |
(470,654) |
||
|
Loss for the year attributable to the equity Shareholders of the Company |
(1,111,433) |
(470,654) |
||
|
Other comprehensive income/(expense) |
||||
|
Translation differences on overseas operations |
108 |
(3,104) |
||
|
Total comprehensive expense for the year |
(1,111,325) |
(473,758) |
||
|
LOSS PER SHARE (pence) |
||||
|
Basic and diluted |
4 |
(0.58) |
(0.35) |
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2015
|
GROUP |
Share Capital |
Share Premium |
Capital Reserve |
Retained Earnings |
Translation Reserve |
Convertible Debt Option Reserve |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
At 1 June 2013 |
327,367 |
851,334 |
299,900 |
(509,413) |
(207,000) |
– |
762,188 |
|
New shares issued |
149,500 |
598,000 |
– |
– |
– |
– |
747,500 |
|
Costs associated with the raising of funds |
– |
(40,000) |
– |
– |
– |
– |
(40,000) |
|
Share option and warrant costs |
– |
– |
– |
13,728 |
– |
– |
13,728 |
|
Convertible debt raised in the year |
– |
– |
– |
– |
– |
189,000 |
189,000 |
|
Total comprehensive expense for the year |
– |
– |
– |
(470,654) |
(3,104) |
– |
(473,758) |
|
At 31 May 2014 |
476,867 |
1,409,334 |
299,900 |
(966,339) |
(210,104) |
189,000 |
1,198,658 |
|
Share option and warrant costs |
– |
– |
– |
1,289 |
– |
– |
1,289 |
|
Total comprehensive expense for the year |
– |
– |
– |
(1,111,433) |
108 |
– |
(1,111,325) |
|
At 31 May 2015 |
476,867 |
1,409,334 |
299,900 |
(2,076,483) |
(209,996) |
189,000 |
88,622 |
CONSOLIDATED BALANCE SHEET AT 31 MAY 2015
|
2015 |
2014 |
|||
|
Notes |
£ |
£ |
||
|
ASSETS |
||||
|
Non-current assets |
||||
|
Property, plant and equipment |
6 |
6,915 |
1,444 |
|
|
Intangible assets |
7 |
139,558 |
848,000 |
|
|
146,473 |
849,444 |
|||
|
Current assets |
||||
|
Trade receivables |
110,870 |
87,610 |
||
|
Other receivables |
8 |
101,259 |
120,879 |
|
|
Cash and cash equivalents |
63,261 |
874,432 |
||
|
275,390 |
1,082,921 |
|||
|
Total assets |
421,863 |
1,932,365 |
||
|
EQUITY |
||||
|
Capital and reserves attributable to the Company’s equity shareholders |
||||
|
Called up share capital |
10 |
476,867 |
476,867 |
|
|
Share premium account |
1,409,334 |
1,409,334 |
||
|
Capital reserve |
299,900 |
299,900 |
||
|
Translation reserve |
(209,996) |
(210,104) |
||
|
Retained earnings |
(2,076,483) |
(966,339) |
||
|
(100,378) |
1,009,658 |
|||
|
Convertible debt option reserve |
189,000 |
189,000 |
||
|
TOTAL EQUITY |
88,622 |
1,198,658 |
||
|
LIABILITIES |
||||
|
Deferred tax liabilities |
27,911 |
80,000 |
||
|
27,911 |
80,000 |
|||
|
Current liabilities |
||||
|
Trade payables |
40,368 |
225,157 |
||
|
Other payables |
9 |
264,962 |
428,550 |
|
|
305,330 |
653,707 |
|||
|
Total liabilities |
333,241 |
733,707 |
||
|
TOTAL EQUITY AND LIABILITIES |
421,863 |
1,932,365 |
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2015
|
2015 |
2014 |
|
|
£ |
£ |
|
|
Cash flows from operating activities |
||
|
Loss before tax |
(1,196,298) |
(470,654) |
|
Adjustments for: |
||
|
Share option costs |
1,289 |
173 |
|
Cost of acquisition of subsidiaries |
– |
164,000 |
|
Net finance income |
(908) |
– |
|
Depreciation and amortisation |
184,170 |
– |
|
Impairment of intangible assets |
689,142 |
– |
|
Foreign exchange difference |
108 |
3,104 |
|
(Increase)/decrease in trade receivables |
(23,260) |
– |
|
Decrease/(increase) in other receivables |
52,396 |
(79,725) |
|
(Increase)/decrease in trade payables |
(184,789) |
56,436 |
|
(Decrease) in other payables |
(163,588) |
(155,039) |
|
554,560 |
(11,051) |
|
|
Net cash used in operating activities |
(641,738) |
(481,705) |
|
Cash flows from investing activities |
||
|
Purchase of tangible fixed assets |
(9,329) |
– |
|
Purchase of intangible assets |
(161,012) |
– |
|
Net finance income received |
908 |
– |
|
Proceeds from sale of assets held for resale |
– |
940,000 |
|
Cash received on purchase of subsidiaries |
– |
65,045 |
|
Cash paid on acquisition of subsidiaries |
– |
(31,400) |
|
Cash on acquisition of subsidiaries including costs |
– |
(164,000) |
|
Net (used by)/cash generated from investing activities |
(169,433) |
809,645 |
|
Cash flows from financing activities |
||
|
Loan repayment |
– |
(245,000) |
|
Equity based loan received |
– |
189,000 |
|
Net proceeds of share issue |
– |
260,000 |
|
Net cash generated from financing activities |
– |
204,000 |
|
Net (decrease)/ increase in cash and cash equivalents |
(811,171) |
531,940 |
|
Cash and cash equivalents at beginning of year |
874,432 |
342,492 |
|
Cash and cash equivalents at end of year |
63,261 |
874,432 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2015
1. General information
On 19 May 2014 the Company acquired two subsidiaries in the medical imaging sector, Cambridge Computed Imaging Limited and TexRAD Limited.
The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 00598696 in England and Wales. The Company’s registered office is Grange Park, Broadway, Bourn, Cambridgeshire, CB23 2TA.
The Company is listed on AIM of the London Stock Exchange. These Financial Statements were authorised for issue by the Board of Directors on the 5 November 2015.
2. Adoption of new and revised International Financial Reporting Standards
No new International Financial Reporting Standards (“IFRS”), amendments or interpretations became effective in 2015 which had a material effect on this financial information.
At the date of approval of this financial information, the following IFRS Standards and Interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective. These new Standards, Amendments and Interpretations are those in issue but not yet effective which are expected to apply to the Group and are effective for accounting periods beginning on or after the dates shown below:
IFRS Standards and Interpretations issued (and EU adopted) but not yet effective:
- IFRS 9 Financial Instruments (effective periods beginning 1 January 2018)
- IFRS 15 Revenue from Contracts with Customers (effective periods beginning 1 January 2018)
The Group has not early adopted these amended standards and interpretations. The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the reported results.
3. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
These financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective or issued and early adopted as at the time of preparing these statements. The policies set out below have been consistently applied to all the years presented.
No separate income statement is presented for the parent Company as provided by Section 408, Companies Act 2006.
(b) Basis of consolidation
The Group financial statements consolidate the financial statements of Feedback plc and its subsidiaries (the “Group”) for the years ended 31 May 2014 and 2015 using the acquisition method.
The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them, are eliminated. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.
(c) Going Concern
The Directors have produced forecasts which show that the Group and Company have adequate cash resources for at least the next twelve months from the date of this report and the Directors believe the Group could obtain further equity finance from the financial markets to support its re-evaluated corporate strategy, if required. The Directors believe that the company is a going concern and have therefore prepared the financial statements on a going concern basis.
4. LOSS PER SHARE
. Basic earnings per share is calculated by reference to the loss on ordinary activities after taxation of £1,111,433 (2014: £470,654) and on the weighted average of 190,746,746 (2014: 132,912,773) shares in issue.
|
As at 31 May 2015
|
As at 31 May 2014
|
||
|
£’000 |
£’000 |
||
|
Net loss attributable to ordinary equity holders |
(1,111,433) |
(470,654) |
|
|
As at 31 May 2015
|
As at 31 May 2014 |
||
|
Weighted average number of ordinary shares for basic earnings per share |
190,746,746 |
132,912,773 |
|
|
Effect of dilution: |
|||
|
Share Options |
– |
– |
|
|
Warrants |
– |
– |
|
|
Weighted average number of ordinary shares adjusted for the effect of dilution |
190,746,746 |
132,912,773 |
|
|
Loss per share (pence) |
|||
|
Basic |
(0.58) |
(0.35) |
|
|
Diluted |
(0.58) |
(0.35) |
|
There is no dilutive effect of the share options and warrants as the dilution would be negative.
5. INVESTMENTS
|
Total |
|||
|
£ |
|||
|
COMPANY – Shares in Group undertakings |
|||
|
Cost |
|||
|
At 1 June 2013 |
1,867,000 |
||
|
Additions |
467,455 |
||
|
At 31 May 2014 |
2,334,455 |
||
|
As at 31 May 2015 |
2,334,455 |
||
|
Provisions |
|||
|
At 1 June 2012 |
1,867,000 |
||
|
Provided in the year |
– |
||
|
At 31 May 2013 |
1,867,000 |
||
|
Provided in the year |
– |
||
|
At 31 May 2014 |
1,867,000 |
||
|
Provided in the year |
467,455 |
||
|
At 31 May 2015 |
2,334,455 |
||
|
Net Book Value |
|||
|
At 31 May 2015 |
– |
||
|
At 31 May 2014 |
467,455 |
||
|
At 31 May 2013 |
– |
||
|
All of the above investments are unlisted.
|
Following the prudent write down of the intangible assets under the requirements of IFRS in the subsidiaries, the subsidiaries’ financial statements show that they have net liabilities. The directors have made full provision against the cost of investment in the subsidiaries due to the net liabilities shown in the subsidiary financial statements.
Particulars of principal subsidiary companies during the year, all the shares of which being beneficially held by Feedback PLC, were as follows:
|
Company |
Activity |
Country of and incorporation operation |
Proportion of Shares held |
|
Feedback Black Box Company Limited |
Non trading |
England
|
100% Ordinary £1 |
|
Feedback Data GmbH |
Non trading (liquidated October 2015) |
Germany |
100% |
|
Brickshield Limited |
Non trading |
England |
100% |
|
Cambridge Computed Imaging Limited |
Medical Imaging |
England |
100% A Ordinary £1 |
|
100% B Ordinary 1p |
|||
|
TexRAD Limited |
Medical Imaging |
England |
100% Ordinary 1p |
|
TexRAD Limited is owned 100% by virtue of a direct holding by Feedback plc of 91% and an indirect holding via Cambridge Computed Imaging Limited of 9%. |
|||
|
Feedback Data GmbH is a subsidiary of Feedback plc following the transfer of ownership from Feedback Data plc on 31 May 2013. The company was liquidated in October 2015. |
|||
|
All the subsidiary companies have been included in these consolidated financial statements. |
|||
2014 Acquisitions
Acquisition of Cambridge Computed Imaging Limited and TexRAD Limited in May 2014.
|
Cambridge Computed Imaging Limited |
TexRAD Limited |
Total |
Fair value adjustments |
Fair Value of assets acquired |
|
|
£ |
£ |
£ |
£ |
£ |
|
|
Intangible assets |
114,972 |
41,479 |
156,451 |
400,000 |
556,451 |
|
Tangible assets |
1,444 |
– |
1,444 |
– |
1,444 |
|
116,416 |
41,479 |
157,895 |
400,000 |
557,895 |
|
|
Current assets |
|||||
|
Debtors |
31,658 |
91,600 |
123,258 |
– |
123,258 |
|
Cash |
29,290 |
35,755 |
65,045 |
– |
65,045 |
|
Deferred tax |
– |
– |
– |
(80,000) |
(80,000) |
|
Net liabilities |
(260,559) |
(209,598) |
(470,157) |
– |
(470,157) |
|
(83,194) |
(40,764) |
(123,959) |
320,000 |
196,041 |
|
|
Cost of acquisition |
|||||
|
Issue of shares |
200,000 |
227,501 |
427,501 |
– |
427,501 |
|
Cash consideration |
13,200 |
13,200 |
26,400 |
– |
26,400 |
|
Issue of warrants |
– |
13,555 |
13,555 |
– |
13,555 |
|
213,200 |
254,256 |
467,456 |
467,456 |
||
|
Goodwill arising on consolidation representing intangible assets not qualifying for separable recognition. |
271,415 |
||||
The costs related to the acquisitions of £164,000 were recognised as part of the administration costs, although shown separately, in the statement of comprehensive income in the year to 31 May 2014. The subsidiaries contributed £7,000 of revenue to the group and no profit or loss in the period since acquisition.
In 2014, had the subsidiaries been part of the Group for the full year from 1 June 2013, Group revenue would have been £364,000 and Group loss would have been £471,000 for the year ended 31 May 2014.
None of the goodwill arising on consolidation is tax deductible.
6. PROPERTY, PLANT AND EQUIPMENT
|
Plant and |
|||
|
Equipment |
Total |
||
|
GROUP |
£ |
£ |
|
|
Cost of valuation |
|||
|
At 31 May 2013 |
– |
– |
|
|
Acquired with subsidiary undertakings |
1,444 |
1,444 |
|
|
At 31 May 2014 |
1,444 |
1,444 |
|
|
Additions |
9,329 |
9,329 |
|
|
As 31 May 2015 |
10,773 |
10,773 |
|
|
Depreciation |
|||
|
At 31 May 2013 |
– |
– |
|
|
Charge for the year |
– |
– |
|
|
At 31 May 2014 |
– |
– |
|
|
Charge for the year |
3,858 |
3,858 |
|
|
At 31 May 2015 |
3,858 |
3,858 |
|
|
Net Book Value |
|||
|
At 31 May 2015 |
6,195 |
6,195 |
|
|
At 31 May 2014 |
1,444 |
1,444 |
|
|
At 31 May 2013 |
– |
– |
7. INTANGIBLE ASSETS
|
Software |
Customer relationships |
Patents |
Goodwill |
Total |
|
|
GROUP |
£ |
£ |
£ |
£ |
£ |
|
Cost |
|||||
|
At 31 May 2013 |
– |
– |
– |
– |
– |
|
Additions |
20,000 |
– |
– |
– |
20,000 |
|
Acquired with subsidiary |
415,000 |
100,000 |
41,585 |
271,415 |
828,000 |
|
At 31 May 2014 |
435,000 |
100,000 |
41,585 |
271,415 |
848,000 |
|
Additions |
128,099 |
– |
32,913 |
– |
161,012 |
|
At 31 May 2015 |
563,099 |
100,000 |
74,498 |
271,415 |
1,009,012 |
|
Amortisation |
|||||
|
At 31 May 2013 |
– |
– |
– |
– |
– |
|
Charge for the year |
– |
– |
– |
– |
– |
|
At 31 May 2014 |
– |
– |
– |
– |
– |
|
Charge for the year |
145,372 |
25,000 |
9,940 |
– |
180,312 |
|
Impairment charge in the year |
417,727 |
– |
– |
271,415 |
689,142 |
|
At 31 May 2015 |
563,099 |
25,000 |
9,940 |
271,415 |
869,454 |
|
Net Book Value |
|||||
|
At 31 May 2015 |
– |
75,000 |
64,558 |
– |
139,558 |
|
At 31 May 2014 |
435,000 |
100,000 |
41,585 |
271,415 |
848,000 |
|
At 31 May 2013 |
– |
– |
– |
– |
– |
In accordance with the accounting policies and IFRS the Directors have assessed the carrying value of the intangible assets. Following their assessment the Directors have taken the prudent decision to write down the carrying value of some of the intangible assets in the balance sheet in order to meet the requirements of IFRS. However the Directors believe the Group’s technology has great potential and this write down does not reflect their commercial assessment of the value of the company’s intellectual property. Future expenditure on software development will be capitalised once the provisions of IAS 38 are met or written off as incurred until the provisions are met. The customer lists and patents are deemed to have ongoing value to the group.
8. OTHER RECEIVABLES
|
Group |
Company |
|||
|
2015 |
2014 |
2015 |
2014 |
|
|
£ |
£ |
£ |
£ |
|
|
Amounts falling due within one year |
||||
|
Amounts owing by subsidiary undertakings |
– |
– |
16,909 |
209,000 |
|
Other receivables |
14,290 |
94,638 |
5,699 |
78,350 |
|
Corporation tax recoverable |
32,775 |
– |
– |
– |
|
Prepayments |
54,194 |
26,241 |
30,385 |
16,555 |
|
101,259 |
120,879 |
52,993 |
303,905 |
|
Amounts of £356,991 due from the subsidiaries to Feedback plc have been provided for following the write down of the intangible assets under the requirements of IAS 36 the Directors have made a provision against the amounts due from the subsidiaries to reflect the impairment in the Feedback plc balance sheet.
9. OTHER PAYABLES
|
Group |
Company |
|||
|
2015 |
2014 |
2015 |
2014 |
|
|
£ |
£ |
£ |
£ |
|
|
Amounts falling due within one year |
||||
|
Other payables |
9,396 |
195,743 |
16 |
6,003 |
|
Other taxes and social security |
33,047 |
12,711 |
16,418 |
5,029 |
|
Accruals |
28,701 |
48,666 |
18,024 |
20,755 |
|
Deferred income |
193,818 |
171,430 |
– |
– |
|
264,962 |
428,550 |
34,458 |
31,787 |
|
In 2014 comparatives included in other payables is an amount of £189,000 due to T Charlton. Mr Charlton had a debt due by Cambridge Computed Imaging Limited to Panvista Limited assigned to him. For further detail see note 23.
10. SHARE CAPITAL AND RESERVES
|
2015 |
2014 |
||||||
|
£ |
£ |
||||||
|
Authorised and issued share capital |
|||||||
|
Ordinary shares of 0.25 pence each |
476,867 |
476,867 |
|||||
|
Allotted, called up and fully paid share capital: |
|||||||
|
Number |
Number |
||||||
|
As at 1 June 2014 |
190,746,746 |
190,746,746 |
|||||
|
As at 31 May 2015 |
190,746,746 |
190,746,746 |
|||||
Share Options
Share options are granted to Directors and employees. Options are conditional on the employee completing a specific length of service (the vesting period). The options are exercisable from the end of the vesting period and lapse after ten years after the grant date. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Share options are valued using the Black-Scholes option pricing model and no performance conditions are included in the fair value calculations. The risk free rate was 1.64%. The expected volatility is based on historical volatility over the last two years and is estimated to be 25%. The average share price during the year was 0.85 pence. During the year the Company had the following share options in issue:
|
Number of options |
|||||
|
At 1 June 2014 |
Granted |
Cancelled |
At 31 May 2015 |
Exercise price (pence) |
Exercise date |
|
4,000,000 |
– |
4,000,000 |
– |
1.25 |
21/05/14 to19/05/24 |
|
5,800,000 |
– |
1,000,000 |
4,800,000 |
1.25 |
21/05/14 to19/05/24 |
|
4,000,000 |
– |
– |
4,000,000 |
3.00 |
21/05/15 to19/05/24 |
|
4,000,000 |
– |
– |
4,000,000 |
5.00 |
21/05/15 to19/05/24 |
|
17,800,000 |
5,000,000 |
12,800,000 |
|||
All share options vest one year after the grant date. Each option can only be exercised from one year after the grant date to ten years after the date of grant.
In June 2015 1,600,000 options were exercised at a price of 1.25p
Warrants
Warrants were issued to the vendors of TexRAD Limited at the time of acquisition. The warrants are exercisable from the end of the vesting period and lapse ten years after the grant date. The Group has no legal or constructive obligation to repurchase or settle the warrants in cash.
Warrants are valued using the Black-Scholes pricing model and no performance conditions are included in the fair value calculations. The risk free rate was 1.64%. The expected volatility is based on historical volatility over the last two years and is estimated to be 25%. The average share price during the year was 0.85 pence. During the year the Company had in existence the following warrants:
|
Number of warrants |
|||||
|
At 1 June 2014 |
Granted |
Cancelled |
At 31 May 2015 |
Exercise price (pence) |
Exercise date |
|
4,550,000 |
– |
– |
4,550,000 |
1.25 |
19/05/16 to 19/05/24 |
|
18,200,000 |
– |
– |
18,200,000 |
3.00 |
19/05/17 to 19/05/24 |
|
22,750,000 |
– |
– |
22,750,000 |
||
Reserves
The nature and purpose of each reserve within equity is as follows:
|
Share premium |
Amount subscribed for share capital in excess of nominal value |
|
Capital reserve |
Reserve on consolidation of subsidiaries |
|
Translation reserve |
Gains and losses on the translation of overseas operations into GBP |
|
Retained earnings |
All other net gains and losses and transactions with owners not recognised elsewhere |
|
Convertible debt option reserve |
Amount of proceeds on issue of convertible debt relating to the equity component of the debt |
11. NOTICE OF ANNUAL GENERAL MEETING (“AGM”) AND AVAILABILITY OF REPORT AND ACCOUNTS
The Company hereby announces that its AGM will be held at the offices of Sanlam Securities UK Limited, 10 King William Street, London EC4N 7TW at 2.00 p.m. on 30 November 2015.
The Company’s final report and accounts and notice of AGM will be posted to shareholders shortly and are available at the Company’s registered office, Unit 5 Grange Park, Broadway, Bourn, Cambridgeshire CB23 2TA and on its website: www.fbk.com