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REGISTERED NUMBER:
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CALON CARDIO-TECHNOLOGY LTD |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2017 |
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REGISTERED NUMBER:
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CALON CARDIO-TECHNOLOGY LTD |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2017 |
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CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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Company Information | 1 |
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Balance Sheet | 2 |
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Notes to the Financial Statements | 3 |
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CALON CARDIO-TECHNOLOGY LTD |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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DIRECTORS: |
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SECRETARY: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Chartered Accountants |
And Statutory Auditors |
Langdon House |
Langdon Road |
SA1 Swansea Waterfront |
Swansea |
SA1 8QY |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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BALANCE SHEET |
31 DECEMBER 2017 |
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2017 | 2016 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Patents | 4 |
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Tangible assets | 5 |
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CURRENT ASSETS |
Debtors | 6 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 7 |
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NET CURRENT LIABILITIES | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
( |
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( |
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CREDITORS |
Amounts falling due after more than one
year |
8 |
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NET LIABILITIES | ( |
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CAPITAL AND RESERVES |
Called up share capital |
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Share premium |
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Fair value reserve | 10 |
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Retained earnings |
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SHAREHOLDERS' FUNDS | ( |
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In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
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The financial statements were approved by the Board of Directors on
behalf by: |
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CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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1. | STATUTORY INFORMATION |
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Calon Cardio-Technology Ltd is a
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Wales. The company's registered number and registered office address can be found on the Company |
Information page. |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured |
at cost less any accumulated amortisation and any accumulated impairment losses. |
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Amortisation is charged to the income statement. |
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Assets are reviewed for impairment and any impairment losses are charged to the income statement. |
Any impairment loss recognised is reversed in a subsequent period if and only if the reasons for the |
impairment loss have ceased to apply. |
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Tangible fixed assets |
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Plant and machinery | - |
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Fixtures and fittings | - |
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Computer equipment | - |
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Property, plant and equipment are stated at cost less accumulated depreciation and accumulated |
impairment losses. Such cost includes costs directly attributable to making the asset capable of |
operating as intended. |
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Assets are reviewed for impairment and any impairment losses are charged to the income statement. |
Any impairment loss recognised is reversed in a subsequent period if and only if the reasons for the |
impairment loss have ceased to apply. |
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Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, |
except to the extent that it relates to items recognised in other comprehensive income or directly in |
equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been |
enacted or substantively enacted by the balance sheet date. |
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CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at |
the balance sheet date. |
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Timing differences arise from the inclusion of income and expenses in tax assessments in periods |
different from those in which they are recognised in financial statements. Deferred tax is measured |
using tax rates and laws that have been enacted or substantively enacted by the year end and that are |
expected to apply to the reversal of the timing difference. |
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Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable |
that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
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Research and development |
Research and development expenditure is written off as incurred, except that development expenditure |
incurred on an individual project is capitalised as an intangible asset when the group can demonstrate |
the technical feasibility of completing the intangible asset so that it will be available for use or sale, its |
intention to complete and its ability to use or sell the asset, how the asset will generate future economic |
benefits, the availability of resources to complete the asset and the ability to measure reliably the |
expenditure during development. |
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Following initial recognition of the development expenditure as an asset, the cost model is applied |
requiring the asset to be carried at cost less any accumulated amortisation and accumulated |
impairment losses. Amortisation of the asset begins when development is complete and the asset is |
available for use. It is amortised evenly over the period of expected future benefit. During the period of |
development the asset is tested for impairment annually. |
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Research and development tax credits are recognised on receipt. |
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Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at |
the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of |
exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at |
the operating result. |
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Operating leasing commitments |
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis |
over the period of the lease. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the |
company's pension scheme are charged to profit or loss in the period to which they relate. |
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Share based payments |
The cost of equity-settled transactions with employees is measured by reference to the fair value of the |
equity instruments granted at the date at which they are granted and is recognised as an expense over |
the vesting period, which ends on the date on which the relevant employees become fully entitled to |
the award. |
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Where equity-settled arrangements are modified, and are of the benefit to the employee, the |
incremental fair value is recognised over the period from the date of modification to the date of vesting. |
Where a modification is not beneficial to the employee there is no change to the charge for the |
share-based payment. |
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The company has no cash-settled arrangements. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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2. | ACCOUNTING POLICIES - continued |
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Cash at bank and in hand |
Cash at bank and cash in hand includes cash and short term highly liquid investments with a short |
maturity of three months or less from the date of acquisition or opening of the deposit or similar |
account. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. |
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Debtors |
Short term debtors are measured at transaction price, less any impairment. Any losses arising from |
impairment are recognised in the income statement. |
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Creditors |
Short term creditors are measured at transaction price. |
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Provision for liabilities |
Provisions are recognised when the company has a present obligation (legal and constructive) from a |
past event that will probably result in a transfer of funds to a third party and the amount due to settle |
the obligation can be measured or estimated reliably. |
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Functional and presentation currency |
The company's functional and presentation currency is pounds sterling. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | INTANGIBLE FIXED ASSETS |
Patents |
and |
licences |
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COST |
At 1 January 2017 |
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Additions |
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At 31 December 2017 |
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AMORTISATION |
At 1 January 2017 |
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Amortisation for year |
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At 31 December 2017 |
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NET BOOK VALUE |
At 31 December 2017 |
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At 31 December 2016 |
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All intangible assets relate to patents. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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5. | TANGIBLE FIXED ASSETS |
Fixtures |
Plant and | and | Computer |
machinery | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2017 |
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Additions |
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Disposals |
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At 31 December 2017 |
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DEPRECIATION |
At 1 January 2017 |
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Charge for year |
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At 31 December 2017 |
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NET BOOK VALUE |
At 31 December 2017 |
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At 31 December 2016 |
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6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2017 | 2016 |
£ | £ |
Other debtors |
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7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2017 | 2016 |
£ | £ |
Trade creditors |
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Taxation and social security |
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Other creditors |
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Included in other creditors are contributions of £2,692 (2016: £1,965) due to the defined contribution |
pension scheme operated by the company. |
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8. |
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR |
2017 | 2016 |
£ | £ |
Other creditors |
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CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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9. | LEASING AGREEMENTS |
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Minimum lease payments under non-cancellable operating leases fall due as follows: |
2017 | 2016 |
£ | £ |
Within one year |
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Between one and five years |
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10. | RESERVES |
Fair |
value |
reserve |
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At 1 January 2017 |
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Share option revision | (27,450 | ) |
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At 31 December 2017 |
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Fair value reserves represents the fair value of share based payment transactions under taken during |
2016. During the year the estimate of the number of equity instruments expected to vest was revised |
as a result of new information arising which indicated that the number of equity instruments expected |
to vest would be different to previous estimates. |
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11. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
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The Report of the Auditors was unqualified. |
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for and on behalf of
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12. | CAPITAL COMMITMENTS |
2017 | 2016 |
£ | £ |
Contracted but not provided for in the |
financial statements |
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13. | RELATED PARTY DISCLOSURES |
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Included in expenses is a charge of £246,000 relating to consultancy services provided by directors of |
the company. |
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Included in creditors are amounts totalling £514,050 owed to the directors of the company. The |
amounts are interest free and repayable on demand. |
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14. | ULTIMATE CONTROLLING PARTY |
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The directors consider there to be no ultimate controlling party. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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15. | SHARE-BASED PAYMENT TRANSACTIONS |
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The company established a Share Option Scheme in 2009. Currently there are 38,000 share options |
outstanding granted under this scheme with an exercise price of £0.05 per ordinary share. There are |
no performance conditions and options can only be exercised within 10 years of grant in accordance |
with the Option Scheme. |
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The company established a new EMI and Unapproved Share Option scheme in 2016. 220,000 share |
options were issued under the new scheme with an exercise price of £0.01 per ordinary share. There |
were no performance conditions and options could only be exercised within 10 years of grant in |
accordance with the Option Scheme. During the year 5,000 options lapsed. |
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Between the two schemes options are held by 17 individuals or companies, of which 9 are current |
directors or companies that the directors are connected and employees of the company. |
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At 31 December 2017 the company had warrants in issue of: |
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A Ordinary | @ | £3.63 | - | 30,600 |
A Ordinary | @ | £4.50 | - | 8,800 |
A Ordinary | @ | £4.70 | - | 3,435 |
A Ordinary | @ | £5.00 | - | 11,592 |
A Ordinary | @ | £5.25 | - | 7,696 |
A Ordinary | @ | £5.50 | - | 96,088 |
A Ordinary | @ | £0.01 | - | 17,267 | Equity Sweeteners |
B Preference | @ | £3.63 | - | 20,600 |
B Preference | @ | £4.50 | - | 12,235 |
B Preference | @ | £5.00 | - | 12,250 |
B Preference | @ | £0.01 | - | 14,909 | Equity Sweeteners |
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16. | SHARE CAPITAL |
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Included in share capital and share premium is an amount of £3,223 and £1,646,768 respectively in |
relation to B loan notes from the Development Bank for Wales which is secured by a charge over the |
company's assets. The loan holders have the right to serve a Conversion Notice on the Company at |
any time to convert all of the outstanding B loan notes into fully paid B Preferred Ordinary shares at £5 |
per share on the conversion date. The loan notes are interest free and are to be repaid or converted by |
31 December 2018. |
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The Development Bank of Wales hold a fixed and floating charge over all assets of the company. |