Refocused Science Based Commercially Driven Annualaccountsreportand 2011
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Ark Therapeutics Group plc Group Ark Therapeutics Refocused Science based Commercially driven 2011 and Report Accounts Annual Ark Therapeutics Group plc 4th Floor 44-46 Whitfield Street London W1T 2RJ Tel: +44 (0)20 7388 7722 Fax: +44 (0)20 7388 7805 Ark Therapeutics Group plc www.arktherapeutics.com Annual Report and Accounts 2011 Ark Therapeutics Group plc is an innovative gene-based medicine company with operations in the UK and Finland. Contents Highlights Chairman’s letter 01 Corporate Chief Executive’s review 02 • Completion of the disposal of the Group’s woundcare business Our operations 05 • Key US renin-angiotensin system patents granted triggering significant Expert teams 08 milestone payments to Ark under the licence agreement with Boehringer Financial review 10 Ingelheim Statement on corporate • Dr David Bloxham appointed as a Non-Executive Director governance 12 • Russell Banks appointed as Chief Financial Officer Directors’ remuneration report 18 Directors’ report 25 • Cash and cash equivalents of £9.5m at 31 December 2011 (£10.6m at 31 December 2010 including money market investments) Directors’ responsibilities statement 31 Independent Auditor’s report 32 Manufacturing Consolidated income statement 33 • Manufacturing Agreement signed with University of Glasgow Consolidated statement of comprehensive income 33 • Manufacturing Partnership entered into with PsiOxus Therapeutics Limited Consolidated balance sheet 34 • Ark awarded €0.6m Finnish grants for development of lentiviral production Consolidated statement of platform using baculoviruses and validation of its GMP3 manufacturing facility changes in equity 35 • Restricted working capital facility negotiated in Finland of up to €3m, to be Consolidated cash flow accessed as manufacturing contracts are secured statement 36 Notes to the Group financial statements 37 Pre-clinical Company balance sheet 60 • Ark led consortium wins €5.3m EU Framework Programme 7 Grant Company statement of changes in equity 61 Company cash flow statement 61 Post period events Notes to the Company financial • Early success of Ark’s manufacturing partnership with PsiOxus Therapeutics statements 62 Limited (initiation of toxicology study for PsiOxus’s ColoAd1 oncolytic product) Notice of Annual General Meeting 65 • Notice of allowance of US patent for Neuropilin-1 receptor small molecule The cover and pages 1 – 8 of this brochure Pages 9 – 72 of this brochure are printed on are printed on Revive 50 Silk, which is produced Tauro Offset, which is produced at a mill that antagonists Shareholder Information 70 at a mill that holds ISO 14001 certification holds ISO 14001 certification Glossary 71 • Charles Spicer appointed as a Non-Executive Director Designed and produced by corporateprm, Edinburgh and London. www.corporateprm.co.uk Ark Therapeutics Group plc Annual Report and Accounts 2011 Chairman’s letter Refocused, science based and commercially driven. Dear Shareholder science base in order to create substantial to thank Peter for his contribution over the During 2011 the Company completed shareholder value in the medium term. years, in particular his support to me over the first phase of the transformation the last year as we took steps to re-align work started in 2010 to re-focus and We will continue to grow our process the business. commercially re-orientate the business. development and manufacturing services As a consequence, I am pleased to report business in Finland, but we will also The Board has continued to evaluate that Ark Therapeutics Group plc is now continue to work closely with our advisers the balance of skills, knowledge and ‘fit for purpose’ having established a viral to identify realistic strategic initiatives to experience among its members. In light manufacturing services business in Finland further develop the business as a whole. of this, the Board is pleased to announce and progressed plans to monetise and We remain prepared to share the value the appointment of a new Non-Executive further develop its portfolio of science and creating potential of our assets to secure Director, Mr Charles Spicer. Charles intellectual property assets. third party collaborations and support, brings a wealth of strategic, financial thereby increasing significantly the and international experience and has an Following the disposal of the woundcare probability of value creation and financial impressive record in the biotech sector business, we were pleased to announce security. In addition, we will continue to which will be brought to bear during the two new revenue generating contracts with assess both organic growth as well as M&A coming 12 months as we further transform third parties utilising our state-of-the-art viral opportunities. the business. process development and manufacturing assets based in Kuopio, Finland. During Corporate governance With the first phase of our transformation the year we also realised significant income The Directors remain committed to completed, I want to thank the Board, the from existing licences to key patents within maintaining the highest standards of management and the staff for their tireless our extensive intellectual property portfolio. transparency, ethics and corporate efforts during a challenging but rewarding governance, whilst also providing twelve months. In my first full year as As a result, in 2011 we generated revenues leadership, controls and strategic oversight Chairman it has been a pleasure to work in excess of £7m which coupled with a to ensure we deliver value to all the with Martyn Williams and his team and I significantly reduced cost base resulted Company’s shareholders. Each Director look forward to working with them on the in the Company starting 2012 with £9.5m brings independence of character and second phase of our transformation as of cash available to it. In addition we have judgment to the role. Board and Committee we build our revenue base and to realise negotiated a restricted working capital meetings are characterised by robust, the value from our science which is of the facility of up to €3m (£2.5m) to support our constructive debate based upon high- highest quality. manufacturing services business in Finland, quality reporting from management, and to be accessed as manufacturing contracts the Board keeps its performance and core Finally, I would like to thank the are secured. governance principles under regular review. shareholders for their support and I look forward to working more closely with you The Company has made good progress Dr David Bloxham joined the Board in over the coming 12 months. with each of its R&D pipeline programmes March 2011. David has extensive industry during the period, however we recognise experience and an impressive track record that we have had to rely upon grant funding in corporate development, R&D and to support our science base. manufacturing. Therefore in 2012, whilst we will continue After 14 years with the Company, Peter Iain G Ross to manage the business on a financially Keen has indicated he will not be seeking Chairman prudent basis, your Board and management re-election to the Board as a Non-Executive Ark Therapeutics Group plc have begun to determine the best way in Director at the Annual General Meeting in 14 March 2012 which to develop our extensive research May. On behalf of the Board, I would like 01 Ark Therapeutics Group plc Annual Report and Accounts 2011 Chief Executive’s review ...this first phase of Ark’s new strategy, concentrating on securing “ “ the medium term future of the Company whilst at the same time setting in place the elements of a successful long term future, has undoubtedly been achieved. A year ago, I reported that, following we have made further good progress at that time was not to set ourselves up an exhaustive strategic review, the in lead-optimisation and demonstration as a standard contract manufacturing Company was refocusing on its core of efficacy in our anti-cancer NRP-1 organisation but rather to develop deeper strengths – an ability to innovate in areas antagonist programme and believe collaborative partnerships and to offer of unmet medical need based on its world that our unique position will enable manufacturing solutions based on our leading science and unrivalled biologics us to secure an important partner to scientific and technical leadership. manufacturing expertise. I referred to enable us to capitalise on this ground- a number of short term objectives, breaking work. Good progress has been In 2011 we have begun to demonstrate building on the successful disposal of the achieved during the year in our early success with this strategy, maintaining woundcare business in the first quarter, clinical programme, EG011 in refractory the Manufacturing Licence for our state of which the management team had set itself angina, and the pre-clinical proof-of- the art facilities and offering our in-house as early validation of the new strategy concept data in the EG013, foetal growth personnel skills to develop and validate – the initiation of new manufacturing restriction (“FGR”), programme have been manufacturing processes for clients, over partnerships, further exploitation of strengthened considerably in the period. a wide range of virally delivered and other our intellectual property portfolio and The progress made in developing our biological products. Typical of the broader, confirmation of third party interest in our pipeline programmes and our science collaborative relationships we seek is the early stage programmes. base has been made possible, in part, development work we have continued in by our continuing success in accessing 2011 for Laurantis Pharma Oy (previously As our Chairman has noted, this first grant funding. In July we announced that LX Therapeutics Oy), with whom we phase of Ark’s new strategy, concentrating a consortium of which Ark is a member started working in 2009: we look forward on securing the medium term future of the had secured a €5.3m EU Framework to supplying clinical material for them in Company whilst at the same time setting Programme 7 grant, of which Ark would 2012.