Company Registration No. 08489619 (England and Wales)
APTA BIOSCIENCES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
PAGES FOR FILING WITH REGISTRAR
APTA BIOSCIENCES LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
APTA BIOSCIENCES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2017
31 December 2017
- 1 -
2017
2016
Notes
£
£
£
£
Fixed assets
Intangible assets
4
210,557
224,341
Tangible assets
5
988
1,481
Investments
6
1
1
211,546
225,823
Current assets
Debtors
7
243,450
652,173
Cash at bank and in hand
52,951
164,699
296,401
816,872
Creditors: amounts falling due within one year
8
(1,236,318)
(687,322)
Net current (liabilities)/assets
(939,917)
129,550
Total assets less current liabilities
(728,371)
355,373
Capital and reserves
Called up share capital
10
9,346
8,828
Share premium account
4,717,754
4,258,902
Equity reserve
185,400
-
Other reserves
221,648
189,722
Profit and loss reserves
(5,862,519)
(4,102,079)
Total equity
(728,371)
355,373
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial year ended 31 December 2017 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
T
he directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
APTA BIOSCIENCES LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2017
31 December 2017
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 17 July 2018 and are signed on its behalf by:
Mr W Addison
Director
Company Registration No. 08489619
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
- 3 -
1
Accounting policies
Company information
Apta Biosciences Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
The Elms Courtyard, Bromsberrow, Ledbury, Herefordshire, HR8 1RZ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiary undertaking comprise a small-sized group. The company has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.
1.2
Going concern
These financial statements have been prepared on the going concern basis. The directors consider that the company will be able to generate sufficient income and raise sufficient finance to fund its operations for the foreseeable future and to meet its liabilities as they fall due.
1.3
Research and development expenditure
Research
and development
expenditure is written off against profits in the year in which it is incurred.
1.4
Intangible fixed assets other than goodwill
Intangible assets
are initially measured at cost and subsequently measured at cost, net of
amortisation
and any impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents and intellectual property
10% straight line
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
1
Accounting policies
(Continued)
- 4 -
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost
,
net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer equipment
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Short term trade debtors are measured at transaction price, less any impairment.
Other debtors
are
measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost, less any impairment.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Short term trade creditors are measured at transaction price. Other financial liabilities
are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised
cost
.
1.9
Compound instruments
The component parts of compound instruments issued by the
company
are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black-Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
1
Accounting policies
(Continued)
- 6 -
1.14
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are
as follows.
Share options
The company has granted share options. The options have been calculated using the Black-Scholes model which requires judgement in determining and assessing key assumptions and therefore results in some estimation uncertainty.
Loan notes
The company has issued convertible loan notes. The fair value of the liability component is estimated using the prevailing interest rate for a similar non-convertible instrument and amortised using the effective interest method which therefore results in some estimation uncertainty.
3
Employees
There were no members of staff employed by the company during the current or previous year.
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 7 -
4
Intangible fixed assets
Patents and IP
£
Cost
At 1 January 2017
293,031
Additions
17,243
At 31 December 2017
310,274
Amortisation and impairment
At 1 January 2017
68,690
Amortisation charged for the year
31,027
At 31 December 2017
99,717
Carrying amount
At 31 December 2017
210,557
At 31 December 2016
224,341
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2017 and 31 December 2017
2,467
Depreciation and impairment
At 1 January 2017
986
Depreciation charged in the year
493
At 31 December 2017
1,479
Carrying amount
At 31 December 2017
988
At 31 December 2016
1,481
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 8 -
6
Fixed asset investments
2017
2016
£
£
Shares in group undertakings
1
1
Shares in group undertakings represent the company's 100% interest in the issued share capital of Apta Biosciences Pte Ltd, a company incorporated in Singapore. The company was placed into formal liquidation on 20 December 2017.
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2017 & 31 December 2017
1
Carrying amount
At 31 December 2017
1
At 31 December 2016
1
7
Debtors
2017
2016
Amounts falling due within one year:
£
£
Corporation tax recoverable
240,567
280,291
Amounts owed by group undertakings
-
354,938
Other debtors
2,883
16,944
243,450
652,173
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 9 -
8
Creditors: amounts falling due within one year
2017
2016
£
£
Trade creditors
214,286
280,971
Other creditors
1,022,032
406,351
1,236,318
687,322
At 31 December 2017, there are £199,200 secured redeemable loan notes and £741,600 secured redeemable convertible loan notes in issue. Both loan notes carried interest at 10% until 30 June 2017 after which the interest rate increased to 20%.
The secured redeemable loan notes were redeemable by the company at any time up to the maturity date of 31 December 2017. During the year, the maturity date was extended to 30 April 2018. Subsequent to the year end, the company remains in dialogue with its major loan note holders who have at the date of these financial statements, agreed in principal to further extend the maturity date to at least 31 October 2018. Upon issue, each loan note holder was granted 10 warrant options for each £480 nominal value of loan notes purchased. On 15 April 2017 a further 10 warrant options were granted per £480 nominal value of loan notes and on 30 June 2017 a further 20 warrant options were granted per £480 nominal value of loan notes issued.
The secured redeemable convertible 10% loan notes are redeemable by the company at any time or automatically convert to ordinary shares of 1p each on the company raising £1,000,000 in a bona fide funding round. The conversion price is price paid per share in the funding round multiplied by a factor of 0.8. Upon issue, each loan note holder was granted 48 warrant options for each £480 nominal value of loan notes purchased.
All loan notes in issue are secured by way of debentures over the company's IP and work in progress.
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 10 -
9
Share-based payment transactions
Number of share options
Weighted average exercise price
2017
2016
2017
2016
Number
Number
£
£
Outstanding at 1 January 2017
31,489
13,689
8.91
7.50
Granted
172,926
17,800
10.31
10.00
Expired
(13,689)
-
7.50
-
Outstanding at 31 December 2017
190,726
31,489
10.28
8.91
Exercisable at 31 December 2017
190,726
31,489
10.28
8.91
The options outstanding at 31 December 2017 had an exercise price ranging from £10 to £12, and an average remaining contractual life of 9 years.
Inputs were as follows:
2017
2016
Weighted average share price (£)
10.00
10.00
Weighted average exercise price (£)
10.28
8.91
Expected volatility (%)
15.00
15.00
Expected life (years)
5.00
5.00
Risk free rate (%)
0.60
1.24
Expected dividends yields (%)
-
-
During the year, the company recognised a total profit and loss account charge of £31,926 (2016 - £98,933) which related to equity settled share based payment transactions.
APTA BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2017
- 11 -
10
Called up share capital
2017
2016
£
£
Ordinary share capital
Issued and fully paid
934,577 (2016: 882,773) Ordinary shares of 1p each
9,346
8,828
During the year, 51,804 ordinary shares of 1p each were issued for a total consideration of £459,370.
11
Related party transactions
Any directors or senior employees who have authority and responsibility for controlling the activities of the
company are considered to be key management personnel. Total
r
emuneration in respect of these
individuals is £
104,500
(2016 - £
125,400
).
The company owns 100% of the issued share capital of Apta Biosciences Pte Ltd, a company incorporated in Singapore.
During the year, the company advanced £1,377,000 (2016 - £1,340,000) to Apta Biosciences Pte Ltd and was recharged expenses of £1,377,000
(2016 - £1,200,000) from Apta Biosciences Pte Ltd. In addition, the company charged interest to Apta Biosciences Pte Ltd of £5,800 (2016 - £6,252). At 31 December 2017, included within debtors is an amount of £Nil (2016 - £354,938) due to the company from Apta Biosciences Pte Ltd which is stated after a doubtful debt provision of £382,415 (2016 - £Nil).
Mr F Edenius and Mr W Addison
,
directors
, are
considered to be
key management
of
Anglo Scientific Limited.
During the year, the company accrued costs of £104,500 (2016 - £125,400 charged) for management and investor relationship activities and incurred overhead expense re-charges of £4,353 (2016 - £9,116) from Anglo Scientific Limited. At 31 December 2017, included within trade creditors is an amount of £136,414 (2016 - £182,221) and included in other creditors is an amount of £104,500 (2016 - £Nil) due to Anglo Scientific Limited.
12
Controlling party
In the opinion of the directors, the company is not under the control of any individual or organisation.
2017-12-31
2017-01-01
false
CCH Software
CCH Accounts Production 2018.200
No description of principal activity
17 July 2018
Mr F Edenius
Mr W Addison
Mr S Fujita
Prof. T Forcht-Dagi
Anglo Scientific Limited
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