RNS Number:2683P
Sagentia Group AG
04 March 2008
SAGENTIA GROUP AG
Annual Report and Financial Statements 2007
Highlights
* Consulting and IP activities returned to profitability during 2007 with
an operating profit for the year of �0.9m before restructuring costs of
�0.4m in H1 2007 (2006 - loss of �0.4m);
* Revenue for 2007 �23.0m (2006 - �23.6m), with Consulting fee income for
2007 �17.9m (2006 �18.0) and Consulting order intake up 12.6% year-on-year
to �17.9m (2006: �15.9m);
* Consulting fee income in H2 2007 (�9.2m) 9.5% ahead of same period in H2
2006 (�8.4m);
* Operating margin in Consulting and IP improved to 8.9% in H2 2007 (H1
2007: -5.2%) following action taken to reduce costs and focus operations
during first quarter;
* Sale of the Group's equity interest in Intrasonics Limited, our
93% owned venture subsidiary, for an initial cash consideration of �1.5m
plus further payments of up to �4.5m;
* Year-end debt of �7.2m (2006 - �6.1m) with an unutilised bank facility
of �3.4m. The Group generated cash of �0.5m during H2 2007 and since the
year-end net debt has been further reduced by �1.4m;
* A �3.7m reduction in the fair value of venture portfolio, which has no
effect on the Group's cash position and which includes �2.8m related to the
fall in the share price of CMR Fuel Cells plc, resulted in a Group loss from
continuing activities before taxation of �3.3m (2006 - loss of �2.5m);
* Loss per share of 1.5 pence (2006 - 1.1 pence);
* Shareholders' funds per share of 8.1p (2006 - 9.7p);
* Dr Alistair Brown appointed Group Chief Executive to succeed Martin
Frost; and
* Board to recommend to shareholders that the company be re-domiciled
during 2008, and its shares admitted to AIM.
Following the year-end Turftrax Holdings plc was admitted to trading on AIM on
30 January 2008 at an admission price of 40p per share. Sagentia currently holds
3.2m shares.
Chairman's statement
The final results for 2007 were in line with our expectations at the half-year
and demonstrate continued good progress, particularly in the Consulting and IP
business. Core consulting operations were returned to profitability during the
course of the year, with order intake closing at �17.9m, up 13% from 2006
(�15.9m). Net consulting and IP margins have steadily recovered to show a net
margin of 5.1% in the second half of the year (2006 H2: loss 12%). On the
venturing side of our business however, we saw a significant reduction in the
valuation of the portfolio due principally to the share price movement of CMR
Fuel Cells plc which reduced the value of our 11% stake by �2.8m. As a
consequence, the Group recorded an overall loss for the year of �3.2m (2006 -
�2.5m) after fair value adjustments in the portfolio of �3.7m and restructuring
charges of �0.4m incurred during Q1 2007.
Profitability in our Consulting and IP business together with the sale of our
portfolio company Intrasonics Limited, led to a reduction in Group borrowings of
�0.5m during the second half. This improved by a further �1.4m during January
2008 due to a reduction in debtor balances. Following the operational changes
implemented over the last year which have resulted in an increased focus and a
significant improvement in the cash profile of the business, we are now
confident that we have a good platform from which to profitably grow our core
Consulting and IP business.
During the last year we have reduced our dependence on venturing activities, and
made good progress in trading out our portfolio with the sale of Intrasonics
Limited in December for a cash consideration of �1.5m, the sale of our
investment in Nanoscience Inc for �0.3m and the quotation of TurfTrax Holdings
plc on AIM in January 2008. Progress in Atraverda Limited, a bipolar battery
technology development company, and Sphere Medical Limited, a breakthrough
medical device company, remains strong with Atraverda completing a �10m
refinancing in Q4 2007. Despite the fall in its share price, CMR's technical
progress continues with the two recently announced application specific,
portable fuel cell demonstration systems which were unveiled at the Fuel Cell
Expo in Tokyo.
Over the last 18 months we have moved the Group from an integrated consulting
and venturing business to one focussed primarily on growing a profitable
technology consulting business creating, developing and delivering business
opportunities, products and services. Moving forward we will continue to focus
the business on its core technology consulting capability. While we will
continue to exploit our own technology and intellectual property ('IP') assets,
our strategy is to generate future income in the form of royalties and
transaction fees from technology licensing, design and build and managed service
applications rather than the creation of technology spin-out ventures, which
demand capital alongside scarce technical and management resources.
In the context of the Group's future strategic focus on its consulting and IP
activities, the Board has appointed Dr Alistair Brown as Group Chief Executive
to succeed Martin Frost who is stepping down with immediate effect. Dr Brown, a
physicist, joined Sagentia in 2000. With many years of experience within
mainland European businesses at Director level, Alistair launched and built
Sagentia's operation in Germany and latterly has successfully led the Company's
sales and marketing strategy.
Martin Frost, who in addition to his other duties, has over the last year
focussed on managing the Group's portfolio assets, including the recent sale of
Intrasonics Limited and the quotation of TurfTrax Holdings plc on AIM, will
remain with the Group until the end of June 2008 as Investment Director. In this
role he will continue to manage the Group's remaining portfolio assets and
assume prime responsibility for the Group's proposed redomiciliaton and
admission to AIM.
Over the last 10 years Martin has made an outstanding contribution to the Group.
I am delighted that he has agreed to stay to oversee the redomiciliation and
admission of the Company to AIM. Together with all my colleagues on the Board I
wish him every success in the future. Similarly, after almost eight years with
the Group, we are delighted that Alistair has accepted the role as Group Chief
Executive and we are confident that he will continue to build on this years
operating performance and lead the business forward to deliver sustainable and
profitable growth.
In the context of simplifying the Group's corporate structure and reducing
costs, the Board of Sagentia has further resolved, subject to the shareholders'
approval, to move the domicile of the Company and its stock market listing.
Sagentia Group AG is currently a Swiss-domiciled company, with a full listing on
the London Stock Exchange. During 2008 we intend to move the Company's domicile
from Switzerland to the UK and the listing from the main London market to AIM.
This will reduce ongoing costs by an estimated �0.1m per annum and give the
Company greater corporate and fund raising flexibility. As part of these moves,
I will be announcing further changes to the Board in due course. In order to
facilitate the redomicile and admission to AIM, and to assist in broadening the
Company's shareholder base, we have appointed Arbuthnot Securities as our
Nominated Adviser and Broker, with immediate effect.
These changes will not only simplify the business model and management
structure, but also aid communications with both investors and customers,
enabling us to build on the progress the business has achieved over the last
year. While overall market conditions are unpredictable, with a healthy order
book pipeline and strengthening balance sheet, we look forward to the future
with added confidence.
Chris Masters
Chairman
3 March 2008
Chief Executive's review
Analysis of segmental results
The following table includes an analysis of the sources of revenue and operating
profits and losses on ordinary activities across the Group, and is extracted
from the segmental information set out in note 4 to this report.
---------------------- -------- -------- -------- --------
2007 2006 2007 2006
�000s Revenue Revenue Profit / (Loss) Profit / (Loss)
---------------------- -------- -------- -------- --------
Consulting and IP
exploitation 20,926 21,472 540 (409)
Venture Subsidiaries 169 531 (1,390) (657)
Asset Management 463 485 55 64
Property and Centre 1,404 1,158 47 (495)
-------- -------- -------- --------
Revenues : Gross loss 22,962 23,646 (748) (1,497)
Profit on disposals
of investments 1,376 392
Change in fair value
on financial assets (3,701) (876)
Related bonus accrual 327 384
Rebranding costs - (632)
Cost of options (83) (235)
-------- --------
Operating loss (2,829) (2,464)
---------------------- -------- -------- ======== ========
Consulting and intellectual property ("IP") exploitation
The Group\'s international technology consulting and IP exploitation activities
are carried out through its wholly owned subsidiary, Sagentia Limited
("Sagentia") and overseas subsidiaries in the USA, Sweden, Hong Kong and Germany
. The technology and business consulting services offer customised product and
process solutions as well as advice on new technology opportunities to a wide
range of international clients, from start-ups to multinationals. Sagentia's
wide and interdisciplinary skill base means that the business can take a broad
approach to issues surrounding new business development, including
technological, financial, marketing and strategic aspects.
During the course of 2007 the consulting and IP activities maintained fee income
of �17.9m (2006 - 18.0m) and revenues including recharged expenses of �20.9m
(2006 - �21.5m). This reflected a weak order book pipeline brought forward into
the year from 2006, which required management action in Q1 2007 reducing the
cost base of the business and improving utilisation. Thereafter, order intake
for 2007 improved by 12.5% to �17.9m (2006: �15.9m) and underpinned the
improvement in operational performance in H2 2007.
The UK market for the Group's technology consulting services remained
significant, and all regions, other than mainland Europe, increased year on
year. Operating expenses decreased by �0.8m to �17.7m (2006 - �18.5m) driven
mainly by 12% headcount reduction, resulting in �1.8m per annum saving in
employee costs for permanent and temporary staff. This followed the changes
announced at the start of 2007, leading to redundancy costs in H1 2007 of �0.4m.
Sagentia returned a profit for the year of �0.5m after redundancy costs,
recovering from the losses posted in 2006 (2006 - loss of �0.4m), with a
stronger order book pipeline year-on-year moving into 2008.
Sagentia retains substantial interests in intellectual property assets, usually
in the form of licenses and/or equity stakes in exploitation vehicles which
should start to generate non-consulting income over the next few years. These
include:
* AutosheathTM licence - for needle-stick technology - $0.5m was received
during 2007, following grant of the US patent. Sagentia retains co-marketing
rights going forward;
* BioNCrypt, a biometric encryption technology -$0.2m was received during
2007, with a further $0.5m dependent on technical milestones in the next 18
months together with an 8% equity stake in the exploitation vehicle;
* Astra Zeneca licence to magnetic tagging technology developed by
Sagentia, fees of �0.1m received;
* TurfTrax - in January 2008, Sagentia agreed to assign its IP related to
racehorse tracking and extended the field of use outside of sport for a
consideration of �0.2m in cash and shares in TurfTrax;
* Captrack and Mutrack - sensing technologies being exploited through
Sagentia Sensors, likely to generate non-consulting income in 2008.
Discussions are progressing with global industrial and automotive companies;
* Sensopad/Autopad - licensed to TT electronics in on-board automotive and
fuel level applications. Future revenues of �1.6m already recognised from
Autopad licence. TT has announced it has taken orders for more than 100 m
devices;
* Grey Wheels - water meter reading sensing technology, licensed to
confidential third party.
Going forwards Sagentia intends to generate non-consulting income through:
* Licensing proprietary IP;
* Manufacturing royalties where Sagentia is involved in creating, at risk,
the original product concept;
* Generating retainer and transaction fee income from its growing managed
services activity.
It is expected that the contribution of non-consulting income will increase over
the next two years given product and service development lifecycles, and the
time required to negotiate licence deals.
Patent fees of �0.3m were incurred during the year (2006 �0.3m) and have been
expensed through the income statement.
Overseas sales and operations continue to be targeted through the offices in
Baltimore, Frankfurt and Hong Kong with significant increases in both the
selling and operating capacity expected in 2008. Further, new offices have now
been identified in Washington to house all of our US operations.
During 2007 Sagentia undertook a number of landmark projects. A notable success
was the launch of a breakthrough mobile payment solution for micro-payments in
Kenya, which was developed in conjunction with Vodafone for Safaricom.
The service enables customers to send money safely and cheaply using a mobile
phone and provides cost effective access to financial services for people
without bank accounts in economies where it is unsafe, difficult and expensive
to hold cash or move money around. Since the year-end, Vodafone has announced
that there are already more than 1.6m registered customers in Kenya, and the
intention to launch the application in Afghanistan.
By building on the rapidly growing mobile networks in emerging markets and
linking with finance institutions, merchants and employee payment facilities,
this provides a uniquely robust, reliable and efficient tool for organisations
to distribute and receive money, their customers to access it and for
individuals to move money around the country, and around the world.
The new service is available to anyone with a mobile phone, regardless of
whether they have a bank account. Worldwide, there are more than twice as many
people who have a mobile phone than have a bank account. Specifically this
provides mobile phone users with a secure platform which uses simple, tailored
menus on their phone to send fully encrypted and PIN locked messages to a
thoroughly audited financial accounting system.
The culmination of a two year multi million pound programme, M-PESA was
extensively tested on the Safaricom network. Following the successful roll-out
in Kenya, the collaboration is expected to continue for at least a further two
years as the solution is rolled out to other parts of the world.
Other projects are available from The Gen, our quarterly magazine, which may be
downloaded from our web site (www.sagentia.com).
Sagentia Limited has been awarded certification to ISO 13485:2003, the
internationally recognised standard for ensuring adherence to regulatory
requirements in the medical device industry.
As a registered organisation, the standard acts as a stamp of approval in an
international marketplace for Sagentia, demonstrating an ability to provide
medical device design services that consistently meet customer and regulatory
requirements. It also enhances Sagentia's ISO 9001:2000 certification, allowing
the medical device requirements to work within the organisation's existing
quality management system, and benefiting clients by ensuring the highest
quality standards are met.
Venture subsidiaries
Venture subsidiaries are majority owned spin-out companies created by Sagentia
Group for the purpose of exploiting a particular technology, intellectual
property or business opportunity. Sagentia Group's goal with its venture
portfolio is ultimately to realise value through IPO or trade sale. The scale of
this activity will reduce going forwards as the business focuses on exploiting
technology through licensing and collaboration with Sagentia's consulting
clients.
Under IFRS, controlled investments are consolidated as subsidiaries, therefore
all costs incurred by the venture subsidiaries are expensed through the income
statement. Consequently, the fair value of controlled investments are not shown
on the balance sheet. Controlled investments actively exploited during the year
included Sensopad Limited, AtraNova Limited, Intrasonics Limited and Sagentia
Sensors Limited. Intrasonics was sold in December 2007 for an initial cash
consideration of �1.5m.
The net costs of venture subsidiaries in 2007 were �1.4m (2006 - �0.7m). As well
as operating costs, all expenditure on the creation and development of
intellectual property was written off as incurred, in line with the Group's
accounting policies. The venture subsidiaries were as follows:
Intrasonics Limited
Intrasonics Limited ('Intrasonics') is an interactive media services company
which provides a completely new way of directly connecting broadcast media to
mobile networks using data embedded in sound. Intrasonics' patented 'Sound Link
and Sync' system addresses a number of applications including interactive gaming
and advertising. Intrasonics addresses opportunities in the interactive media
sector using its portfolio of wholly-owned IP assets - IntrasonicsTM acoustic
data communications technology.
Sagentia Group owned 93% of the equity in Intrasonics at the point when it was
sold to Mainframe Participaties B.V. for an initial cash consideration of �1.5m
in December 2007. Further payments, up to a maximum of �4.5m, could be received
over the coming years depending on performance.
Sensopad Limited
The automotive applications of Sensopad Technologies were sold to a subsidiary
of TT electronics plc ('TT') in March 2004 for a consideration of �1.2m together
with anticipated future royalties. Net royalties of �1.7m have been recognised
to date through the income statement. TT has announced that it has taken �100m
of orders secured for its AutopadTM sensor. Royalty receipts are expected to
commence in H1 2008. Sensopad has further licensed its technology in the field
of fuel level sensing to TT for �0.15m in H1 2007.
Non-automotive applications for the contact-less inductive sensing technology
are being exploited in the industrial, aerospace and gaming controller market
via a closer marketing and operating arrangement with Sagentia Limited.
Sagentia Group owns 77% of the equity in Sensopad Limited, and currently funds
the company via a loan facility.
Atranova Limited
Atranova Limited ('Atranova') obtained the rights to non-battery applications to
commercialise EbonexTM, a titanium oxide ceramic, when Sagentia Group's
portfolio company, Atraverda Limited, obtained funding for its battery
applications.
During 2007 Atranova has supplied water treatment test equipment within the UK
which can significantly reduce the Mogden charge levied by water companies on
manufacturers. It is currently seeking to raise sufficient funding to launch its
product into this market during 2008.
Sagentia Group owns 91% of the equity in Atranova, and currently funds the
company via a loan facility. It is anticipated that Sagentia will be diluted to
a minority position post financing during 2008.
Sagentia Sensors Limited
Sagentia Sensors was created as a vehicle to exploit IP in Sagentia's
Cap-trackTM and Mu-trackTM sensor patent families. During 2007 it has entered
into negotiations to licence the technology broadly in automotive and industrial
sectors, and is anticipating closing a number of deals in 2007.
The fair value of Venture subsidiaries is not shown in the consolidated balance
sheet. The combined BVCA value of the Group holdings in these venture
subsidiaries is �0.9m.
Asset management
Chord Capital, the Group's FSA registered subsidiary, manages certain
investments within the Group on a non-discretionary basis, and advises on
investments for two separate funds (2006 - 2). Fees earned for third party funds
under management including board fees was �0.46m (2006 - �0.48m) and generated a
gross profit of �0.06m (2006 - �0.06m). The portfolio capitalised on Sagentia
Group's balance sheet at 31 December 2007 (Note 15) is valued at �7.6m (2006 -
�11.3m).
The net result for the venture operations (being profit on disposals of
investments, change in fair value on financial assets and the related bonus
accrual) generated a loss of �2.0m (2006 - profit of �0.1m). This reflected a
profit on the disposal of Intrasonics Limited, offset by a reduction in fair
value of investments, most notably by �2.8m in the value of CMR Fuel Cells plc
shares.
The following investee companies now comprise 70% of the fair/BVCA value of the
portfolio capitalised on Sagentia Group's balance sheet at 31 December 2007:
------------------------- --------- -------- --------
Investee company Group fully 2007 BVCA 2006 BVCA
diluted Valuation of Valuation of
equity Group Group
interest * interest interest
% �m �m
------------------------- --------- -------- --------
CMR Fuel Cells plc
("CMR") 11 0.9 3.7
Sphere Medical Holding
Limited ("Sphere") 9 1.5 1.5
Atraverda Limited
("Atraverda") 8 1.3 1.3
Sensortec Limited
("Sensortec") 10 1.2 1.2
Turftrax Group plc
(Turftrax) 8 0.4 0.4
------------------------- --------- -------- --------
Total 5.3 8.1
------------------------- --------- -------- --------
* Fully diluted interest assumes that granted options have been exercised, with
the exception of CMR Fuel Cells
Progress during the year in the above investee companies was as follows:
CMR Fuel Cells ('CMR')
CMR Fuel Cells plc is a UK AIM-quoted developer of fuel cell stacks for portable
and small stationary power generation applications. CMR plans to become a
leading supplier of fuel cell products, based on its simple but revolutionary
patented stack architecture which delivers longer run-time and lower costs than
conventional fuel cell stacks.
CMR was spun out of Sagentia in 2003 to exploit revolutionary flow-through fuel
cell utilising mixed reactants developed at Sagentia and admitted to AIM in
December 2005. Sagentia Group retains an 11% equity stake in CMR post IPO. The
mid-market share price of CMR at the year-end was �0.42 (2006 - �1.645).
Sagentia Group's shares in CMR are therefore held in the balance sheet at
year-end at a fair value of �0.9m (2006 - �3.7m).
During 2007 CMR entered into a non-exclusive Joint Development Agreement ('JDA')
with Samsung SDI Co. Limited. ('Samsung') of Korea. Under the terms of the JDA,
Samsung and CMR are collaborating to produce a Direct Methanol Fuel Cell system
demonstrator incorporating CMR's mixed reactant stack technology. CMR also
entered into active commercial programmes in Japan, Korea, Taiwan and China.
In January 2008 CMR announced that it has developed two new application
specific, portable fuel cell demonstration systems which were unveiled at the
Fuel Cell Expo in Tokyo. These systems are based on CMR's high power density
direct methanol stacks which are tailored for PDA and media player applications
which need 3 Watts of power and for laptop computer applications needing 25
Watts of electrical power.
CMR anticipates that 2008 will see early deployments of its stacks based on
'acid' chemistry in trial systems, building towards mass markets emerging from
2010 onwards.
Sphere Medical Holding ('Sphere')
Sphere, the medical devices company spun out from Sagentia, has developed
micro-analysers which can measure numerous clinical parameters simultaneously
and in real time. The disposable micro-analyser platform, based on technology
originally acquired from Siemens and Sagentia, can be applied to numerous
clinical needs at cost effective price points.
Sphere's transducer technology consists of an integrated circuit or 'chip'
capable of simultaneously measuring a number of drugs and dissolved gases. Chips
are designed to contain a range of transducers, which are modified by the
deposition of suitable receptors, to enable the measurement of a number of key
patient health parameters to be assessed in real time. Sphere's products are
based on the Proxima System.
Proxima is a disposable blood analyser on a microchip. The device is so small
that it can be integrated into an arterial line and where it can repeatedly
measure blood gases, electrolytes, glucose and hematocrit whenever blood is
drawn over the sensor. This revolutionary approach to blood monitoring is
quicker and simpler than removing blood samples for analysis in a lab or nearby
blood gas analyser. The Proxima System will significantly increase the available
data from which doctors prescribe life saving therapy, and will do so in near
real time, giving clinicians the ability to respond rapidly to changing
conditions in their critically ill patients.
Products already in development include devices to monitor blood gases,
electrolytes, metabolites, drugs and disease markers. Drug monitoring will allow
doctors to maintain the plasma concentration of therapeutic agents within the
required range, avoiding toxicity associated with high concentrations and
ineffectiveness from too low a dose. Blood gas, electrolyte and metabolite
measurement is essential for respiratory and metabolic management of patients,
and is a standard of care in intensive care medicine worldwide. The ability to
monitor critical disease markers in real time will help clinicians to keep
abreast of disease progression in patients who, for instance, have had a heart
attack or a stroke.
Sphere exhibited Proxima at Medica, the World Forum for Medicine in Dusseldorf
in November 2007.
Atraverda Limited
Atraverda Limited ('Atraverda')has developed an innovative lead acid battery
design using EbonexTM bipolar membranes Atraverda's technology base is founded
on the properties of its versatile proprietary EbonexTM technology, a titanium
sub-oxide material which has a unique combination of metallic-like electrical
conductivity along with the characteristic high corrosion resistance of
ceramics.
Primary applications include a bi-polar battery which is set to revolutionize a
host of markets including the emerging hybrid electric vehicles sector, personal
mobility, standby power, defence and telecoms. Atraverda's EbonexTM technology
bi-polar batteries employ significantly less lead than conventional batteries
therefore delivering huge environmental and cost reduction benefits. The battery
is assembled with simpler and fewer manufacturing processes reducing the
environmental footprint.
The past 12 months have seen Atraverda make significant progress in its plan to
deliver the first commercially viable bi-polar battery. Atraverda has announced
that it is working with three of the World's largest battery manufacturers
including East Penn Manufacturing Inc. in the US, Exide Industries Limited in
India and Vladar Enterprise Limited in the Ukraine.
Atraverda closed its Series B financing round with a total of �10.4m (US $21.4m)
raised in October 2007. The round sees new investors BankInvest New Energy
Solutions from Denmark, and Espirito Santo Ventures of Portugal lead the
financing round. The investment will be used to accelerate Atraverda's growth,
enhance product development and develop further commercial opportunities.
Sagentia did not invest further in this round but holds 8% post-financing.
Target markets for Atraverda include standby power, mobility, telecoms, and
automotive including hybrid electric vehicles. Ebonex bi-polar batteries use
significantly less lead while being recyclable like conventional lead-acid
batteries delivering a dependable, environmentally-friendly technology.
Sensortec Limited
Sensortec Limited ('Sensortec'), a Jersey registered company, has developed a
robust adaptable platform technology for use in disposable biosensors based on
immuno-assay techniques. Sensortec's proprietary technology enables the
miniaturisation of a wide range of common format assays traditionally performed
at clinical reference laboratories, all in a simplified form and at a
competitive price.
The unique design of the Sensortec sensor chips mean that low cost materials and
methods can be used to produce the disposable cartridge incorporating the
sensors and fluidics required to manipulate the blood sample and perform the
tests, which has not been possible with alternative sensor technologies. This
novel biosensor technology has multiple applications and has already been
validated by use in the environmental and food quality assurance sectors for
detecting such contaminants as mycotoxins and drug residues.
TurfTrax Holdings plc
Sagentia Group holds 8% of the equity in TurfTrax Holding plc. TurfTrax
primarily provides data to the betting market, media and consumer on horse
racing.
TurfTrax is the holding company for a group of companies originating and
distributing data and data products to enhance horse racing, and the products of
the associated betting industry and media suppliers world wide. This data and
data products are produced wholly or in part by proprietary technologies of
which the key elements are protected by domestic and international patents.. In
particular the company has developed, with Sagentia, the TurfTrax Tracking
System capturing a horse race as data and broadcasts this data to multiple
clients in real time.
The group currently operates through three subsidiaries:
* TurfTrax Racing Data specialising in service provision to the global
racing, betting and media industries it incorporates Tracking, Betting
Services and Course Services;
* TurfTrax Ground Management Systems is a high level consulting service
for all forms of sporting surface users, including race courses, football
pitches, golf courses and also for public areas such as parks;
* TurfTrax Technology charged with the commercialisation of the groups
patented and proprietary technologies, for horse racing and other sports,
and for other commercial and industrial application through partnerships.
Turftrax Holdings was quoted on AIM on 30 January 2008 at an admission price of
40p per share. Sagentia holds 3.2m shares
Other investments
During the year Sagentia Group announced the sale of its entire equity stake in
Nanoscience Inc for cash consideration of �0.3m and a profit of �0.1m on
original cost.
Our strategy regarding ventures has changed over the last year to a position
where we now seek to exploit IP via licence or direct disposal rather than
creating new venture companies. Over the last 3-4 years, we have demonstrated,
in CMR, Sphere Medical and Atraverda, that we are capable of creating companies
with substantial value. However, the financing and management characteristics of
a venture business are very different from a core technology consulting
activity.
Property and central services
Property comprises the Group's 77,000 square feet freehold headquarters in
Harston, England. The principal tenant remains the Group's consulting business,
Sagentia Limited, which occupies 37,000 square feet on arms length terms. The
remaining space is let on short to medium term leases.
The net profit from property and central services comprise �0.05m (2006 - loss
of �0.5m), the increase resulting from an increase in rental incomes, and a
reduction in central costs (including a proportion of the rebranding fees
incurred in 2006). The remaining costs result from the cost of property; Group
central costs, relating to the Swiss quoted company, Sagentia Group AG and its
management; and the Group's IT services company Manage5Nines Limited. Costs
remain under review, although 2007 closes in a better position with the building
fully let, and Manage5Nines revenues increasing including for the non-Group
share of its customer base.
Outlook
Demand for Sagentia's product and service development capability is robust and
the order book pipeline is strong. The performance of the consulting and IP
business in H2 2007 benefited from the changes made in Q1 2007 and we are
confident that core activities will continue to improve into 2008.
Martin Frost
Chief Executive
3 March 2008
Financial review
The following table includes an analysis of the operating losses on ordinary
activities across the Group, and is extracted from the Consolidated Income
Statement in this report.
-------- -------- --------
Note 2007 2006
�000 �000
-------- -------- --------
Core operations 22,793 23,115
Venture subsidiaries 169 531
-------- -------- --------
Revenue 4 22,962 23,646
======== ======== ========
Core operations 642 (840)
Venture subsidiaries (1,390) (657)
-------- -------- --------
Gross Loss 5 (748) (1,497)
-------- -------- --------
Profit on disposals of investments 15 1,376 392
Change in fair value on financial assets 15 (3,701) (876)
Related bonus accrual 327 384
Re-branding costs - (632)
Cost of options 19 (83) (235)
-------- --------
Operating (loss) profit (2,829) (2,464)
-------- --------
Finance Charges (net) 6 (485) (59)
-------- --------
(Loss) profit on continuing operations before
income tax (3,314) (2,523)
======== ======== ========
Revenue: Note 4
Revenue is stated net of inter-company activity. Total revenues decreased by
2.9% to �22.9m (2006 - �23.6m) due primarily to within technology consulting
services resulting from a reduction in recharged expenses of �0.7m. Consulting
and IP exploitation represents 91% of Group revenue (2006 - 91%).
Gross loss: Note 5
Gross loss before gains from venture disposals and fair value adjustments
improved from 2006 to a loss of �0.7m (2006 - �1.5m). However, this masks a
return to profit for the core operations, including a profit in all three
segments in the core operations. Venture subsidiary cost increases include
activities that led to the disposal of Intrasonics for �1.5M, and additional
costs in both Atranova and Sagentia Sensors, in advance of royalty fee income.
The revenue and gross loss by segment are further analysed in the Chief
Executive's Review above.
Investment Activity:
Profit on disposal of investments: Note 15
Profit on disposal of investments principally relates to the disposal of
Intrasonics Limited investment (Note 15).
Change in fair value on financial assets: Note 15
The change in fair value on financial assets of �3.7m represents the total of
the movement in market value of our quoted shares held, and the movement in fair
value (as calculated using British Venture Capital Association methodology) of
our unquoted investments. The largest part of this relates to the reduction in
share price of our quoted investment CMR of �2.8m. CMR's share price ended the
year at �0.42 (2006 - �1.645). The Group initially had a lock-in period, where
it was unable to trade in CMR shares, and subsequent illiquidity in the share
price has made trading by substantial shareholders difficult. Of the remaining
financial assets, marginal gains were booked in Atraverda, with losses booked to
our investments Etech AG, Telsecure Group Limited, Zinwave Holdings Limited and
Wingspeed Corp.
Bonus accrual
A bonus accrual of �0.3m has been released in 2007 (2006 - �0.4m) due to the
reduction in fair value on financial assets.
Rebranding
A one-off �0.6m relating to external suppliers for the re-branding exercise was
incurred in 2006.
Cost of options: Note 19
The cost of options issued and outstanding at the year-end for 2007 is
calculated as �0.1m (2006 - �0.2m). The decrease is due to the options that were
issued mid 2005 having been fully charged through the Consolidated Income
Statement. Options totalling 11.2m were granted in December 2007. At the
year-end, all options issued have an exercise price in excess of market price.
Finance Charges: Note 6
Finance charges for the year increased to �0.5m (2006 - �0.1m) due to an
increase in interest rate charge on increased borrowings. 2006 also included a
credit resulting from the reduction in the value of the interest rate swap,
which occurred due to the increase in interest rates during 2006. This was not
repeated in 2007.
Loss per share: Note 11
The loss per share was 1.5p (2006 - 1.1p)
Analysis of balance sheet
At 31 December 2007 the Group had shareholders' funds of �17.4m (2006 - �20.7m)
which is equivalent to approximately 8.1 pence per share (2006 - 9.7 pence).
This includes freehold land and buildings with a net book value of �14.6m (2006
- �14.8m), against which the Group has an outstanding loan of �6.8m (2006 -
�6.5m), in addition to cash of �0.9m (2006 - �2.0m). At the year-end, unutilised
loans of �3.4m (2006 - �4.5m) were available to be drawn down by the Group.
The fair value of investments and other loans to investee companies at the
year-end was �7.6m (2006 - �11.3m). This represents the BVCA or market valuation
of all non-controlled investments. The BVCA valuation of controlled investments
- venture subsidiaries - is �0.9m (2006 - �1.1m). The difference between the
BVCA valuation and the net asset value at the year-end for venture subsidiaries
is equivalent to approximately 0.4p per share (2006 - 0.5p).
Cash and cash flow
The cash and cash equivalents during 2007 decreased by �1.1m (2006 - �1.6m).
This resulted from cash outflows from operating activities of �3.5m (2006 -
�0.7m), being offset by cash inflows from investing activities of �1.3m (2006 -
outflow of �1.0m) and cash inflows of �1.1m (2006 - �Nil) from financing
activities from the partial drawdown of the loan facility.
Operating cash outflows during the year largely resulted from an increase in
working capital requirements towards the end of the year of �2.7m (2006 decrease
of 1.3m) due to increase in debtors. The collections of overdue debts during
January 2008 increased the cash position by a further �1.4m.
Cash inflow from investing activities resulted from the disposal of Intrasonics
Limited. Other discretional spending, including capital expenditure and
financial investment was limited to a net �0.2m (2006 - �1.0m).
Bank loans drawn down at the end of 2007 were �6.8m (2006 - �6.5m). The loan is
part of a Group bank facility taken out as a 5 year revolving loan facility, of
up to �9m secured against Harston Mill, together with a further �2m overdraft
facility guaranteed by the Sagentia Group. At the end of 2007 �3.4m of the
facility remains available to be drawn down.
The Group continues to carefully manage its access to cash resources so that its
current liabilities can be met as they fall due, and that business and
investment activities can progress in line with its business plan. The Group
will continue to review opportunities to dispose of investments in order to make
funds available.
Guy McCarthy
Group Director of Finance
3 March 2008
Report of the Directors
Directors
Chris Masters Chairman Martin Frost Chief Executive
Chris took his doctorate in Chemistry Martin was appointed to the combined
at Leeds University and previously role of Managing Director/Finance
worked for Shell Research BV in The Director for the Group in September 2003
Netherlands and with Shell Chemicals in and as Group CEO in November 2006. He
the UK. He joined Christian Salvesen as joined Sagentia Group in 1997 from
business development manager in 1979, GEC-Marconi, where he served as
becoming director of planning for its Financial Controller of a number of its
US operation and subsequently its Chief Divisions. Prior to joining GEC-Marconi,
Executive from 1989 to 1997. After this Martin spent several years in the USA,
time Chris was appointed Executive France and Belgium, working for the
Chairman of Aggreko PLC, a post he held Environmental Services Division of Simon
until January 2002. Other directorships Engineering plc. Martin sits on the
include British Assets Trust plc, board of several of the Group's spinout
Alliance Trust plc, John Wood Group plc venture companies.
and the Crown Agents.
Lars Kylberg* Senior Independent Johan Bjorklund* Non-Executive Director
Non-Executive Director
Lars has been a Non-Executive Director Johan has been a Non-Executive Director
of Sagentia Group since November 2000. of Sagentia Group since November 2000.
Lars worked for ASEA as Managing He has been Controller and Financial
Director of its subsidiaries in Director of Catella Holding AB since
Colombia and South Africa from 1967 to 1988 and was promoted to Managing
1976. Lars was President of ASEA Director in January 2005, a post he has
Skandia from 1976 to 1981 and Executive now left. Prior to that he had his own
Vice President of Saab Scania from 1981 consultancy practice between 1985 and
to 1984. He was President and Chief 1988. From 1980 to 1984, Johan was with
Executive Officer of Incentive AB and PricewaterhouseCoopers, based in
Alfa Laval AB from 1984 to 1989, two of Stockholm, Sweden, where he worked in
Sweden's largest industrial groups. audit.
From 1990 until 1995 he was President
and CEO of Saab Scania.
Gordon Edge Non-Executive Director Markus Rauh Non-Executive Director
Gordon founded Sagentia Group in 1986. Markus has been a Non-Executive Director
He was Chairman of the Group January of Sagentia Group since November 2000.
2002 to November 2006, having Markus began his career in 1971 with
previously been Chief Executive Sperry Univac. He left in 1978 to become
Officer. Gordon was also the founder of Head of Data Systems at Philips AG and
PA Technology in 1970 and became a then went to Philips Kommunikations
member of the PA Consulting Group Industrie AG in 1983, where he became
International Board in 1974. Prior to Chairman of the Executive Committee. In
joining PA, he was one of the founding 1988, he was appointed President of Wild
members of Cambridge Consultants Leitz and, following its merger in 1990,
Limited (later owned by Arthur D Little became Chief Executive Officer of the
Inc), of which he became Managing resulting Leica Group. Markus was
Director from 1965 to 1970. He is also Chairman of the Board of Swisscom AG and
a Trustee and Treasurer of the RSA and is a Non-Executive Director of a number
Co- Chairman of the Cambridge of other companies.
University MIT Institute.
Martin Forster Non-Executive Director Dan Flicos Executive Director
A Swiss resident, Martin has been a Dan was appointed Executive Director of
Non-Executive Director of Sagentia Sagentia Group at the AGM in 2007. Dan
Group since 1998 and is Sagentia has global responsibility for Sagentia's
Group's Company Secretary. Martin is a operations. Previously Dan held the role
partner in the law firm Bratschi of Commercial Director for Sagentia. Dan
Wiederkehr & Buob in Zurich, joined Sagentia in 1993 and spent three
Switzerland and a member of the Zurich years in the US running Sagentia's
and Swiss Bar Association. Bratschi Baltimore office, which specialises in
Wiederkehr & Buob is retained as medical device development. He has a
Sagentia Group's legal adviser and first degree and a masters degree in
provides company secretarial services Electrical and Electronic Engineering,
to the Group. Martin is a Dr iur of the both from Bath University.
University of Zurich and has a Master
of Comparative Law degree from the
Southern Methodist University in Dallas
, Texas.
Per Ludvigsson*1 Non-Executive Director * Retire by rotation.
Per was appointed Non-Executive *1 Retired before 31 December 2007
Director of Sagentia Group at the AGM
in 2004, and retired by rotation after
three years at the AGM in 2007.
The Directors present their annual report on the affairs of Sagentia Group AG,
together with consolidated financial statements and Group auditors' report for
the year ended 31 December 2007.
Business Review and principal activities
The principal activities of the Group are the provision of skill-based
technology consulting services, and the development and exploitation of
intellectual property (IP) through licence and investment in spin-out companies.
A review of the Group's activities is contained in the Chairman's Statement and
the Chief Executive's Review. The entities principally affecting the profit and
assets of the Group in the current and preceding year are listed in Note 15 to
the financial statements.
Key performance indicators
Group turnover was �23.0m (2006 - �23.6m).
Consulting activities was �20.9m (2006 - �21.5m)
Group loss before taxation and minority interests was �3.3m (2006 - �2.5m).
Group loss attributable to equity holders of the parent was �3.3m (2006 -
�2.5m).
Individual results at a segmental level are also discussed in the Chief
Executive's Review and Financial Review earlier.
Principal risks and uncertainties facing the Group
The Group invests in and develops early stage technology companies. The success
of these companies is not guaranteed, and the ability to realise cash from their
subsequent disposal difficult to manage within a given timeframe. Consequently
cashflows of the Group may vary significantly from those budgeted. The Group
seeks to maintain access to sufficient funds via its own cash balance and loans
that may be drawn upon in order to compensate for this.
The consultancy operations undertake a number of long-term contracts of
significant size, and as such the Group is exposed to uncertainty with respect
to the cost to complete these contracts. Management recognises this uncertainty
by conducting a rigorous exercise at the year-end to ensure that the revenue
recognised on contracts in progress during the year is a fair representation of
actual costs incurred and estimated costs to completion.
In additional to the operational risks, there are a number of financial and
trading risks discussed in Note 3 to the financial statements.
Financial instruments
The Group's operations expose it to a variety of financial risks including the
effects of changes in interest rates on debt, foreign currency exchange rates,
credit risk and liquidity risk. This is explained in more detail in Note 3 to
the financial statements.
Environment
The Group's policy with regard to the environment is to ensure that we
understand and effectively manage the actual and potential environmental impact
of our activities. Our operations are conducted such that we comply with all
legal requirements relating to the environment in all areas where we carry out
our business. During the period covered by this report the Group has not
incurred any fines or penalties or been investigated for any breach of
environmental regulations.
Employees
The Group is dependent upon the qualities and skills of our employees. The
commitment of our people has played a major role in our business success. This
has been demonstrated in many ways, including improvements in customer
satisfaction (as measured under our ISO9001 system) of our UK consultancy
business, the development of our service offerings and the flexibility they have
shown in adapting to changing business requirements and new ways of working.
Employees' performance is aligned to Group goals through an annual performance
review process that is carried out with all employees, Group profit share and
option schemes.
Employment policies
The Group's employment policies are non-discriminatory on the grounds of age,
gender, nationality, ethnic or racial origin, non-job-related-disability or
marital status. The Group gives every consideration to applications from all
people and provides training and the opportunity for career development wherever
possible.
The Group operates a share option scheme, which is at the discretion of the
Sagentia Group's Remuneration Committee. Executives and managers throughout the
Group are invited to participate on the basis of recommendations made by the
Remuneration Committee. The Group provides employees with information about its
activities through regular briefings and the Group intranet. Employee
involvement is encouraged across a wide range of business issues.
Non current assets
Details of movements in property, plant and equipment during the year are set
out in Note 14 to the financial statements.
The property was last valued during February 2006 by independent valuers. The
directors do not believe that the property is materially misstated or that its
fair value is significantly different to its carrying value.
Research and development
The Group has a continuing commitment to a high level of research and
development, both on its own behalf, and on behalf of its clients. Directors
estimate that research and development costs incurred during the year amounted
to �6,085,000 (2006 - �5,193,000), all of which has been written off to the
income statement. This increase reflects the need to be at the forefront of
technological advance to ensure future growth.
Dividends
No interim dividend was declared during the year and the directors do not
recommend that a dividend be paid in respect of the year ended 31 December 2007
(2006 - �Nil). It is the Board's policy to invest retained earnings to fund the
further development and growth of the consulting business and the venture
portfolio. The Board will review its policy periodically in the context of the
Group's financial position.
Directors
The present membership of the Board is shown on page 12. Per Ludvigsson retired
by rotation at the Annual General Meeting in April and did not offer himself for
re-election. Dan Flicos was appointed at the AGM. All other directors served
throughout the year.
Directors' interests in the shares of the Group, and of other Group undertakings
where they are not also a director, at 31 December 2007 and 31 December 2006,
and any changes subsequent to 31 December 2007, are as follows:
----------- -------- -------- -------- --------- -------- --------
Ordinary CHF Average 31 December Average 31 December 31 December 31 December
0.10 shares exercise price 2007 exercise price 2006 2007 2006
of Sagentia Number Number Number Number
Group AG
----------- -------- -------- -------- --------- -------- --------
Sagentia Options Options Shares Shares
Group AG
Bjorklund - - 1,120,510 1,120,510
Masters - - 1,000,000 100,000
Edge - - 11,298,070 11,198,070
Flicos 5.9p 1,887,573, 10.9 416,777 - -
Forster - - 1,599,400 1,099,400
Frost 7.1p 2,470,796 11.0 1,000,000 495,463 227,248
0,000
Kylberg - - 346,544 346,544
Rauh - - 295,200 295,200
----------- -------- -------- -------- --------- -------- --------
* Options were granted between 2005 and 2007, and may be exercised before
December 2017. Martin Frost and Dan Flicos were granted 1,470,796 options
during the year at an exercise price of ChF0.10. The options may be
exercised between 3 and 10 years from the date of grant. No Directors made
any gain on the exercise of share options during the year and no options
were exercised.
Election of Directors
Lars Kylberg and Johan Bjorklund retire by rotation at the next Annual General
Meeting.
Directors' interests in contracts
None of the directors had an interest in any contract of significance to which
the Group was a party during the financial year, other than that disclosed in
Note 8.
Supplier payment policy
The supplier payment policy is to pay suppliers generally at the end of the
month following that in which the supplier's invoice is received. This policy is
made known to the staff who make payments to suppliers, and to all suppliers on
request. The Group payables balance for 2007 represents a creditor payment
period of 30 days (2006 - 41 days).
Charitable and political donations
No charitable or political donations were made in the year (2006 - �Nil).
Post balance sheet events
Following the year-end, TurfTrax Holdings plc was quoted on AIM in January 2008
at an admission price of 40p per share. Sagentia holds 3.2m shares.
Planned future developments
A review of the Group's current and future activities is contained in the
Chairman's Statement and Chief Executive's Review.
Substantial shareholdings
As at the date of this report, the Group had been notified of the following
significant interests in its ordinary share capital:
Shareholder Number of % held
ordinary shares
Catella Switzerland AG 105,120,800 48.8
Herald Investment Management Limited 13,874,912 6.4
Gordon Edge 11,298,070 5.2
Corporate Governance Report
Statement about applying the Principles of Good Governance
The Company is registered in Switzerland, and listed on the London Stock
Exchange. As such it has sought to apply the overlying principles of good
governance set out by both parties. In particular the Group has applied the
Principles of Good Governance set out in Section One of the Combined Code
throughout the year by complying with the Code of Best Practice as reported
below. Further explanation of how the Principles have been applied is set out
below.
Corporate Governance Statements
The Group is committed to the principles of corporate governance contained in
the Combined Code and for which the Board is accountable to shareholders. This
report explains how the Directors seek to apply the requirements of the Combined
Code to procedures within the Group.
Statement of compliance with the Code of Best Practice
The Group has complied throughout the year with the Provisions of the Code of
Best Practice set out in Section One of the Combined Code except for the
following matters:
* not all of the Non-Executive Directors on the Remuneration Committee or
Audit Committee are independent;
* the Board does not formally evaluate the performance of each of its
Directors, but evaluates the effectiveness of the Board as a whole as part
of the Strategy Review annually in September by open forum discussion both
with and without the executive Directors in attendance.
The Chairman and three of the five Non-Executive Directors on the Board at the
year-end are independent. Lars Kylberg, Martin Forster and Markus Rauh are
deemed by the Board to be independent Directors. Martin used to serve as a
Director of Catella AG a dormant holding company, and therefore was not
initially deemed independent under the Combined Code. However, Martin resigned
this post in order to comply with the guidelines of the Combined Code. Through
Bratschi Wiederkehr & Buob, Martin Forster provides company secretarial and
Swiss legal advice for Sagentia Group AG.
Although the structure of the Board and a number of its subcommittees does not
comply with the Combined Code, the Board believes that its composition is
representative of the shareholders' register and, in particular, of the
significant shareholding position of Catella AG. The Board believes that it is
well advised by Lars Kylberg, Martin Forster and Markus Rauh, very experienced
non-executive Directors. It is the Board's intention to continue to seek the
view of institutional shareholders regarding its composition and to adapt the
composition of the Board in line with its strategic direction.
Board of Directors
Biographical details of the directors are at the start of the Directors' Report.
At 31 December 2007, the Board comprised a Chairman, two Executive Directors and
five Non-Executive Directors. Three of the five Non-Executive Directors are
independent. All directors bring a wide range of skills and international
experience to the Board. Lars Kylberg is the senior independent Non-Executive
Director. The Chairman holds meetings with the Non-Executive Directors without
Executive Directors present.
The roles of Chairman and Chief Executive are separated and clearly defined. The
Chairman is primarily responsible for the working of the Board of Sagentia Group
AG, and the Chief Executive for the running of the business and implementation
of the Board strategy and policy. The Chief Executive is assisted in the
managing of the business on a day-to-day basis by the Executive team of
Sagentia, the Managing Director of Chord Capital and Group Director of Finance.
High-level strategic decisions are discussed and taken by the full Board, with
recommendations as appropriate from the Chief Executive. Investment decisions
(above a de minimus level) are taken by the Board, following the recommendation
from the Chief Executive and the Managing Director of Chord Capital. Operational
decisions are taken by the Chief Executive within the framework approved in the
annual budgets for their part of the Group. The Group's principal operating
subsidiary, Sagentia, is run by an executive team, chaired by the Chief
Executive.
The Board met 7 times during 2007. The Board regulations define a framework of
high-level authorities that maps the structure of delegation below Board level,
as well as specifying issues which remain within the Board's preserve. The Board
will meet at least four times a year to consider a formal schedule of matters
including the operating performance of the advisory, exploitation and investment
businesses and at least once, to review the Group's budget strategy and business
model. All Directors attended all Board meetings in person or by telephone
during the year, other than Per Ludvigsson, Markus Rauh, Lars Kylberg, and Johan
Bjorklund who were unable to attend one Board meeting each.
Non-Executive Directors are appointed for a three-year term after which their
appointment may be extended by mutual agreement, after rigorous review by the
Board. In accordance with the company's Articles of Association, one-third of
the Board are required to retire by rotation each year so that over a three-year
period all Directors will have retired from the Board and faced re-election.
Lars Kylberg, and Johan Bjorklund retire by rotation at the forthcoming Annual
General Meeting.
All directors have access to the advice and services of the Company Secretary,
Group Legal Adviser, and other independent professional advisers as required.
The Group has put in place processes by which Non-Executive Directors can
familiarise themselves with all aspects of the Group and have access to key
members of staff.
It is the responsibility of the Chairman and the Company Secretary to ensure
that Board members receive sufficient and timely information regarding corporate
and business issues to enable them to discharge their duties. The Group's
strategy is regularly communicated to all employees in regular briefings.
Risk management is crucial to the success of the Group, and the Board and Audit
Committee consider the risks associated with the Group's technology and
intellectual property pipeline, technical resources, as well as regulatory and
other operational risks. Risks are reviewed by the Board as part of the strategy
review and the Audit Committee has since reviewed progress in all risk areas.
Directors
The directors of the Company who served during the year were:
Director Role at 31 Date of (re-) Date of Board Committee
----------- December 2007 appointment resignation
------------- ---------- -------- ------------
Chris Chairman 16 Nov 2006 I N
Masters
Martin Chief 27 Apr 2007
Frost Executive
Dan Flicos Exec Director 27 Apr 2007
Lars Senior 30 Jun 2005 A I N R
Kylberg Non-Executive
Gordon Edge Non-Executive 27 Apr 2007 N
Martin Non-Executive 28 Apr 2006 A N
Forster
Johan Non-Executive 30 Jun 2005 A N R
Bjorklund
Per Non-Executive 30 Jun 2004 27 Apr 2007 N
Ludvigsson
Markus Rauh Non-Executive 28 Apr 2006 I N R
----------- ------------- ---------- -------- ---- ---- ---- ----
Board Committee abbreviations are as follows: A = Audit Committee; I =
Independent Director; R = Remuneration Committee; N = Nomination Committee
Board Committees
The Board maintains three standing committees, all of which operate within
written terms of reference. The minutes are circulated for review and
consideration by the full complement of Directors, supplemented by oral reports
from the Committee Chairmen at Board meetings.
* Audit Committee
The Audit Committee is chaired by Lars Kylberg and comprises himself, Johan
Bjorklund and Martin Forster.
The Audit Committee is responsible for reviewing a wide range of matters
including the half year and annual financial statements before their submission
to the board as well as monitoring the controls, in particular regarding
processes concerning investments, which are in force to ensure the integrity of
the information reported to the shareholders. There is a whistle-blowing policy
incorporated with the Group Handbook. The Audit Committee contribute to the
Board's review of the effectiveness of internal controls and risk management
systems. The Audit Committee advises the board on the appointment of external
auditors and on their remuneration both for audit and non-audit work, and
discusses the nature, scope and results of the audit with external auditors. The
Audit Committee keeps under review the cost effectiveness and the independence
and objectivity of the auditors. There is no internal audit function within the
Group. The audit committee is satisfied that this would be inappropriate for a
Group of Sagentia's size. The auditors have only provided services in relation
to the audit and a government grant audit report during the year.
The Audit Committee met two times in 2007. All directors attended all committee
meetings in person or by telephone. The Chairman may also take additional
meetings with the auditors and Group Director of Finance during the year.
* Remuneration Committee
The Remuneration Committee is chaired by Markus Rauh and comprises John
Bjorklund and Lars Kylberg. Its function is to monitor the Human Resources
policies of Sagentia Group AG and its subsidiaries to ensure that they are
consistent with the Group's business and culture. It is charged with executing
the Board's policy on Executive Director and executive management remuneration
and reporting decisions made to the Board. The Committee both determines the
individual remuneration package of Executive Directors and reviews remuneration
levels for other senior employees of the Group. The Report of the Board on
Remuneration on how Directors are remunerated can be found following this
report. Details of individual Directors' remuneration packages are in Note 8 to
the financial statements.
The Remuneration Committee met two times in 2007. All directors attended all
committee meetings in person or by telephone.
* Nomination Committee
The Nomination Committee is chaired by Chris Masters and comprises the five
non-executive members of the Board. The Committee meets when necessary. The
Committee's primary function is to make recommendations to the Board on all new
appointments and also to advise generally on issues relating to Board
composition and balance. The Board seeks input from all non-executive Directors
regarding nominations for Board positions. Nominations for executive Directors
are submitted by the Group Chief Executive to the Nomination Committee. All
board appointments have to be approved at a General Meeting of the Company.
The Nomination Committee met once in 2007. All directors attended all committee
meetings in person or by telephone. It also takes advice from time to time from
external advisors, but did not do so in 2007.
Relations with shareholders
The directors seek to build on a mutual understanding of objectives between the
Company and its institutional shareholders by meeting to discuss long-term
issues and receive feedback, communicating regularly throughout the year and
issuing semi annual trading updates. The Board also seeks to use the Annual
General Meeting to communicate with its investors.
Balanced and understandable assessment of position and prospects
The Board has shown its commitment to presenting balanced and understandable
assessments of the Group's position and prospects by providing additional
information to that required to comply with statutory obligations. This
principally includes information on the Group's portfolio of investments in
addition to disclosures within the segmental breakdown of income from
activities.
As well as complying with the provisions of the Code as described in the Group's
corporate governance statements, the Board has applied the Principles of Good
Governance relating to directors' remuneration as described below. The Board has
determined that there are no specific issues which need to be brought to the
attention of shareholders. Approval of this report will not be sought at the
Annual General Meeting.
Remuneration strategy
The Group operates in a competitive market. If the Group is to compete
successfully, it is essential that it attracts, develops and retains high
quality staff. Remuneration policy has an important part to play in achieving
this objective. The Group aims to offer to its staff a remuneration package
which is both competitive in the relevant employment market and which is set in
relation to individual performance.
Report of the Board on Remuneration
Remuneration Committee
The Remuneration Committee exists to provide a mechanism through which the Board
can satisfy itself that Sagentia Group AG is adopting Human Resources policies
that are consistent with the Group's business objectives and philosophy. Its
written terms of reference require the Committee to recommend policy on
Executive Directors' and other senior managers' remuneration to the Board and,
in accordance with the provisions of the Combined Code, to determine the
remuneration of each Executive Director, including pension rights and any
compensation payments.
The Committee, which is chaired by Markus Rauh, also comprises Lars Kylberg and
Johan Bjorklund. Both Markus Rauh and Lars Kylberg are considered independent
Non-Executive Directors. The Committee consults, as appropriate, with the Chief
Executive of Sagentia Group and asks for assistance from the Human Resources
Manager. It also takes advice from time to time from external advisers, but did
not do so in 2007.
Remuneration policy for Executive Directors
The aim of the Board and the Remuneration Committee is to maintain a policy
that:
* establishes a remuneration structure that will attract, retain and
motivate Executive Directors and senior managers of appropriate calibre;
* rewards Executive Directors according to both individual and Group
performance;
* establishes an appropriate balance between fixed and variable elements
of total remuneration, with the performance-related element forming a
potentially significant proportion of the total remuneration package;
* aligns the interests of Executive Directors and senior managers with
those of shareholders through the use of performance-related rewards and
share options in the Group;
* ensures that Directors' and senior managers' remuneration packages are
in line with the Group's remuneration policy.
From time to time the Committee obtains market data and information as
appropriate when making its comparisons and decisions and is sensitive to the
wider perspective, including pay and employment conditions elsewhere in the
Group, especially when determining salary increases.
Full details of each Director's remuneration package and his interests in shares
and share options can be found in Note 8 to the financial statements. There are
no elements of remuneration, other than basic earnings, which are treated as
being pensionable.
The remuneration package comprises the following elements:
* basic salary: basic salaries are normally reviewed annually and are set
to reflect market conditions, personal performance and those paid for
similar jobs in comparable companies. Martin Frost's remuneration was
reviewed in 2007 and his contractual entitlement agreed at �168,000
including employers' pension contributions. Dan Flicos' remuneration was
reviewed in 2007 and his contractual entitlement agreed at �132,000
including employers' pension contributions;
* annual performance-related bonus: Executive Directors receive six
monthly performance-related bonuses related to consulting performance,
valuation increases in the investment portfolio and profit. Performance
payments of �19,000 have been paid to Martin Frost during the year ended 31
December 2007;
* benefits: Executive Directors' benefits include medical and dental
expenses, life assurance and pension contributions.
Service contracts
Martin Frost was re-elected at the April 2007 Annual General Meeting for the
following three years. Dan Flicos was appointed at the April 2007 Annual General
Meeting for the following three years. All Directors are appointed for a period
of three years. Martin Frost's employment contract contains a notice period of
12 months; Dan Flicos' contract contains a notice period of 6 months.
Non-executive Directors' service contracts may be terminated on three months'
notice. There are no additional financial provisions for termination
Chairman and Non-Executive Directors
The remuneration arrangements of the Chairman and Non-Executive Directors are
determined by the Board. Fees are paid to Non-Executive Directors. The basic fee
for Non-Executive Directors is �15,000 (2006 - �15,000) per annum. This level
was set and benchmarked against other quoted companies in 2000 and has not been
adjusted thereafter as a result of cash constraints and Group performance. The
Chairman is paid a fee of �50,000 per annum, with a one off additional fee of
�20,000 in 2006. Benefits for Non-Executive Directors include reimbursement of
travel and other incidental expenses for attendance at Board meetings and other
Board committee meetings.
Option plans
The Company formally adopted Sagentia Group AG Approved Share Option Scheme on
14 August 2001, Sagentia Group AG Approved Share Option Scheme (Sweden) on 4
October 2001 and Sagentia Group AG Unapproved Share Option Scheme on 20 June
2005. Since IPO, options have only been issued at market price.
At the AGM held on 21 June 2005 shareholders approved the increase in the Share
Option pool to 32.5 million shares. At the end of the year there were 24.3m
options in grant (2006 - 16.0m).
The Remuneration Committee and Board recognise that incentivisation of staff is
a key issue for the Group, which depends on the skill of its people for its
success. The Board and the Remuneration Committee are evaluating the optimum
route to link Group and individual performance. It is their intention to revise
incentives at the earliest opportunity, within an open period. It is also the
intention to accompany new incentives with performance criteria including both
the growth and profitability of the technology development and consulting
activities and the performance of the investment portfolio.
The market price of the shares at 31 December 2007 was 4.0 pence (2006 - 8.75
pence). The highest and lowest price during the year was 8.75 pence and 2.5
pence respectively.
Executive Directors are entitled to participate in the Group's share option
schemes. The Remuneration Committee approves any options granted thereunder.
Non-Executive Directors do not participate in the Group's share option schemes.
It is the policy of the Group to grant share options to employees and Executive
Directors as a means of encouraging ownership and providing incentives for
performance.
Report of the Audit Committee
Audit Committee
The Audit Committee has written terms of reference and exists to provide a
mechanism through which the Board can maintain the integrity of the financial
statements of the Group and any formal announcements relating to the Group's
financial performance; to review the Group's internal financial controls and the
Group's internal control and risk management systems; and to make
recommendations to the board, for it to put to the shareholders for their
approval in general meetings, in relation to the appointment of the external
auditor. Provision is made by the Audit committee to meet the auditors at least
twice a year.
The Committee, which is chaired by Lars Kylberg, also comprises Martin Forster
and Johan Bjorklund. The Committee consults, as appropriate, with the Chairman,
Chief Executive and Director of Finance. It may also take advice from time to
time from external advisers, but did not do so in 2007.
Internal controls
In applying the principle that the Board should maintain a sound system of
internal control to safeguard shareholders' investment and the Group's assets,
the Directors recognise that they have overall responsibility for ensuring that
the Group maintains a system of internal control to provide them with reasonable
assurance regarding effective and efficient operations, internal control and
compliance with laws and regulations, and for reviewing the effectiveness of
that system. However, there are inherent limitations in any system of internal
control and accordingly even the most effective system can provide only
reasonable and not absolute assurance against material mis-statement or loss,
and that the system is designed to manage rather than eliminate the risk of
failure to achieve the business objectives.
The Group has established procedures necessary to implement the guidance on
internal control issued by the Turnbull Committee. This includes identification,
categorisation and prioritisation of critical risks within the business and
allocation of responsibility to its Executive Director and senior managers.
In previous years the Board has established a process for identifying,
evaluating and managing the significant risks the Group faces.
The key features of the internal control system are described below:
Control environment. The Group is committed to high standards of business
conduct and seeks to maintain these standards across all of its operations.
There are also in place Group policies for the reporting and resolution of
suspected fraudulent activities. The Group has an appropriate organisational
structure for planning, executing, controlling and monitoring business
operations in order to achieve Group objectives.
Risk identification. Group management is responsible for the identification and
evaluation of key risks applicable to their areas of business. These risks are
assessed on a continual basis and may be associated with a variety of internal
and external sources, including infringement of IP, sales channels, investment
risk, staff retention, disruption in information systems, natural catastrophe
and regulatory requirements.
Information systems. Group businesses participate in periodic strategic reviews,
which include consideration of long-term financial projections and the
evaluation of business alternatives. Annual budgets and rolling four-year plans
are prepared. The Board actively monitors performance against plan. Forecasts
and results are consolidated and presented to the Board on a regular basis.
Through these mechanisms, Group performance is continually monitored, risks
identified in a timely manner, their financial implications assessed, control
procedures re-evaluated and corrective actions agreed and implemented.
Main control procedures. The Group and its operating units have implemented
control procedures designed to ensure complete and accurate accounting for
financial transactions and to limit the exposure to loss of assets and fraud.
Measures taken include segregation of duties and reviews by management.
Monitoring and corrective action. There are clear and consistent procedures in
place for monitoring the system of internal financial controls.
This process, which operates in accordance with Turnball guidance, was
maintained throughout the 2007 financial year, and has remained in place up to
the date of the approval of these financial statements. The Board, via the Audit
Committee, has formally reviewed the systems and processes in place in meetings
with the Group Chief Executive, Group Director of Finance, and the Group's
Auditors during 2007. No internal audit function is operated outside of the
systems and processes in place, as the Group is considered too small for a
separate function. The Board considers the internal control system to be
adequate for the Group.
Statement of Directors' Responsibilities
The directors are required to prepare financial statements for each financial
year which give a true and fair view of the state of affairs of the Group and of
the profit or loss of the Group for that period.
After making enquiries, the directors have a reasonable expectation that the
Group have adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
In preparing the financial statements, the directors are required to select
suitable accounting policies and then apply them consistently; make judgements
and estimates that are reasonable and prudent; and state whether applicable
accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements.
The directors are responsible for keeping proper accounting records, which
disclose with reasonable accuracy at any time the financial position of the
Group. They are also responsible for safeguarding the assets of the Group and
hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Going concern
The Directors confirm that, after making enquiries, they are satisfied that the
Company and Group have adequate resources to continue in business for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
Disclosure of information to auditors
At the date of making this report each of the Company's directors, as set out on
page 12, confirm the following:
* so far as each director is aware, there is no relevant information
needed by the Group's auditors in connection with preparing their report of
which the Group's auditors are unaware; and
* each director has taken all the steps that he ought to have taken as a
director in order to make himself aware of any relevant information needed
by the Group's auditors in connection with preparing their report and to
establish that the Group's auditors are aware of that information.
Auditors
The directors appointed Grant Thornton UK LLP as auditors during the year. The
auditors are willing to continue in office, and a resolution to reappoint them
will be proposed at the forthcoming annual general meeting.
Approval
The report of the directors was approved by the Board on 3 March 2008 and signed
on its behalf by:
By order of the Board
Martin Forster Bahnhofstrasse 44
Company Secretary CH-8021 Zurich,
Switzerland
Auditors' Report: REPORT OF THE GROUP AUDITORS TO THE ANNUAL GENERAL MEETING OF
SAGENTIA GROUP AG, ZURICH
We have audited the consolidated financial statements of Sagentia AG for the
year ended 31 December 2007 which comprise the principal accounting policies,
the consolidated income statement, the consolidated balance sheet, the
consolidated cash flow statement, the consolidated statement of changes in
shareholders' equity and notes 1 to 27. These consolidated financial statements
have been prepared under the accounting policies set out therein.
This report is made solely to the Annual General Meeting in accordance with our
terms of engagement. Our audit work has been undertaken so that we might state
to the Annual General Meeting those matters we are required to state to them in
an auditors' report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Annual
General Meeting, for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the Annual Report and the
consolidated financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union are set out in the
Statement of Directors' Responsibilities.
Our responsibility is to audit the group financial statements in accordance with
International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the consolidated financial statements
give a true and fair view and whether the consolidated financial statements have
been properly prepared in accordance with IFRSs as adopted by the European
Union.
We read other information contained in the Annual Report and consider whether it
is consistent with the audited consolidated financial statements. The other
information comprises only the Directors' Report, the Chairman's Statement, the
Chief Executive's report and the Financial Review. We consider the implications
for our report if we become aware of any apparent misstatements or material
inconsistencies with the consolidated financial statements. Our responsibilities
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (
UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the consolidated financial statements. It also includes an
assessment of the significant estimates and judgments made by the directors in
the preparation of the consolidated financial statements, and of whether the
accounting policies are appropriate to the group's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the consolidated financial
statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the consolidated financial
statements.
Opinion
In our opinion:
* the consolidated financial statements give a true and fair view, in
accordance with IFRSs as adopted by the European Union, of the state of the
group's affairs as at 31 December 2007 and of its loss for the year then
ended.
GRANT THORNTON UK LLP
REGISTERED AUDITOR
CHARTERED ACCOUNTANTS
Cambridge Date: 3 March 2008
Consolidated Income Statement
For the year ended 31 December 2007
Notes Core Venture 2007 2006
operations subsidiaries
�000 �000
�000 �000
----------------------- ----- ------- ------- -------- --------
Continuing operations
Revenue
Core operations 22,793 - 22,793 23,115
Venture
subsidiaries - 169 169 531
----------------------- ----- ------- ------- -------- --------
4 22,793 169 22,962 23,646
Operating expenses
Core operations (22,151) - (22,151) (23,955)
Venture
subsidiaries - (1,559) (1,559) (1,188)
----------------------- ----- ------- ------- -------- --------
4,5 (22,151) (1,559) (23,710) (25,143)
----------------------- ----- ------- ------- -------- --------
Gross profit
(loss) 4 642 (1,390) (748) (1,497)
Profit on
disposal of
investments 15 1,376 392
Change in value
of financial
assets 15 (3,701) (876)
Bonus accrual 327 384
Rebranding - (632)
Share based
payment charge* (83) (235)
----------------------- ----- ------- ------- -------- --------
Operating loss (2,829) (2,464)
Finance costs 6 (552) (411)
Finance income 6 86 110
Other financial
result 6 (19) 242
----------------------- ----- ------- ------- -------- --------
Loss on continuing
operations before income
tax (3,314) (2,523)
Tax income 9 80 51
----------------------- ----- ------- ------- -------- --------
Loss on continuing
operations for
the year (3,234) (2,472)
----------------------- ----- ------- ------- -------- --------
Attributable to:
Equity holders
of the parent (3,264) (2,531)
Minority
interests 30 59
----------------------- ----- ------- ------- -------- --------
Loss for the
year (3,234) (2,472)
----------------------- ----- ------- ------- -------- --------
Earnings per share from
total and continuing
operations
Loss per share
(basic and
diluted) 11 (1.5)p (1.1)p
----------------------- ----- ------- ------- -------- --------
* See Consolidated Statement of Changes in Equity.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2007
Group Issued Share Investment Translation Share Retained Total - Minority Total
capital premium in own reserve based earnings Shareholders Interest equity
shares payment funds
reserve
�000 �000 �000 �000 �000 �000 �000 �000 �000
-------------- ------ ------ ------- ------- ------ ------ -------- ------ ------
Balance at 1
January 2006 9,289 13,095 (74) (52) 113 640 23,011 45 23,056
Profit (loss)
for the year - - - - - (2,531) (2,531) 59 (2,472)
New shares
issued 18 38 - - - - 56 - 56
Dividends
payable to
minorities - - - - - - - (8) (8)
Issue of
shares to
minorities - - - - - - - 11 11
Disposal of
own shares - - 13 - - - 13 - 13
Share based
payment charge - - - - 235 - 235 - 235
Exchange
differences on
translating
foreign
operations - - - (77) - - (77) (15) (92)
-------------- ------ ------ ------- ------- ------ ------ -------- ------ ------
Balance at 31
December 2006 9,307 13,133 (61) (129) 348 (1,891) 20,707 92 20,799
-------------- ------ ------ ------- ------- ------ ------ -------- ------ ------
Balance at 1
January 2007 9,307 13,133 (61) (129) 348 (1,891) 20,707 92 20,799
Profit (loss)
for the year - - - - - (3,264) (3,264) 30 (3,234)
Dividends
payable to
minorities - - - - - - - (8) (8)
Issue of
shares to
minorities - - - - - - - 5 5
Share based
payment charge - - - - 83 - 83 - 83
Exchange
differences on
translating
foreign
operations - - - (103) - - (103) (4) (107)
-------------- ------ ------ ------- ------- ------ ------ -------- ------ ------
Balance at 31
December 2007 9,307 13,133 (61) (232) 431 (5,155) 17,423 115 17,538
-------------- ------ ------ ------- ------- ------ ------ -------- ------ ------
The accompanying Notes are an integral part of the consolidated statement of
changes in equity.
Consolidated Balance Sheet
At 31 December 2007
---------------
Group
--------- --------
Notes 2007 2006
�000 �000
------------------------- ----- --------- --------
ASSETS
Non-current assets
Intangible assets 13 5 9
Goodwill 12 - -
Property, plant and equipment 14 14,574 14,787
Investments 15 7,570 11,279
Deferred income tax assets 10 2,657 3,014
------------------------- ----- --------- --------
24,806 29,089
------------------------- ----- --------- --------
Current assets
Trade and other receivables 16 7,733 5,212
Current tax asset 59 30
Investments 17 - 23
Cash and cash equivalents 18 859 1,963
------------------------- ----- --------- --------
8,651 7,228
------------------------- ----- --------- --------
Total assets 33,457 36,317
------------------------- ----- --------- --------
EQUITY AND LIABILITIES
Shareholders' equity
Called-up share capital* 19 9,307 9,307
Share premium account* 13,133 13,133
Investment in own shares* (61) (61)
Translation reserve* (232) (129)
Share based payment reserve* 431 348
Retained earnings* (5,155) (1,891)
------------------------- ----- --------- --------
Equity attributable to the equity holders of the 17,423 20,707
parent
Minority interest 115 92
------------------------- ----- --------- --------
Total equity 17,538 20,799
------------------------- ----- --------- --------
Non-current liabilities
Borrowings 20 7,243 6,948
Other creditors 20 69 41
Financial instruments 20 200 181
Deferred income tax liabilities 10 2,657 3,014
------------------------- ----- --------- --------
10,169 10,184
------------------------- ----- --------- --------
Current liabilities
Trade and other payables 21 4,891 5,250
Current income tax liabilities 21 36 43
Borrowings 21 823 41
------------------------- ----- --------- --------
5,750 5,334
------------------------- ----- --------- --------
Total liabilities 15,919 15,518
------------------------- ----- --------- --------
Total equity and liabilities 33,457 36,317
------------------------- ----- --------- --------
* See Consolidated Statement of Changes in Equity.
The financial statements were approved by the Board of Directors and signed on
its behalf by
Chris Masters Chairman
Martin Frost Chief Executive Officer
On 3 March 2008
The accompanying Notes are an integral part of the consolidated balance sheet.
Consolidated Cash Flow Statement
For the year ended 31 December 2007
------------------------- --------- ---------
2007 2006
�000 �000
------------------------- --------- ---------
Loss before income tax (3,314) (2,523)
------------------------- --------- ---------
Depreciation and amortisation charges 409 422
Profit on disposal of investments (1,376) (392)
Change in fair value 3,701 876
Change in fair value of interest rate swap 19 (242)
Bonus accrual (327) (384)
Share based payment charge 83 235
(Increase) decrease in receivables (2,599) 2,059
(Decrease) in payables (140) (747)
UK corporation tax received (net) 50 35
Foreign corporation tax (paid) received (net) (6) 3
------------------------- --------- ---------
Cash flows from operating activities (3,500) (658)
------------------------- --------- ---------
Purchase of property, plant and equipment (200) (212)
Proceeds from sale of property, plant and equipment 5 -
Loans repaid by related parties 63 -
Loan repayments received from third parties (34) -
Purchase of financial assets at fair value through the
profit and loss (185) (1,279)
(678)
Sale of current assets investments 23 -
Sale of subsidiary undertaking 1,488 -
------------------------- --------- ---------
Sale of financial assets at fair value through the profit
and loss 165 540
------------------------- --------- ---------
Cash flows from investing activities 1,325 (951)
------------------------- --------- ---------
Issue of ordinary share capital - 56
Disposal of own shares - 13
Issue of shares by subsidiary undertakings to minority
interests 5 11
Issue of loans by minority interests to subsidiary
undertakings 13 (11)
Loan repayments 1,064 (64)
------------------------- --------- ---------
Cash flows from financing activities 1,082 5
------------------------- --------- ---------
------------------------- --------- ---------
Decrease in cash and cash equivalents in the year (1,093) (1,604)
Cash and cash equivalents at the beginning of the year 1,963 3,567
Exchange losses) on cash (11) -
Cash and cash equivalents at the end of the year 859 1,963
------------------------- --------- ---------
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The company news service from the London Stock Exchange
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