Oxstem Limited Company accounts

Oxstem Limited Company accounts

OXSTEM LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 07711860
Oxstem Limited
Unaudited Financial Statements
30 June 2021
Oxstem Limited
Financial Statements
Period from 1 January 2020 to 30 June 2021
Contents
Page
Directors' report
1
Statement of comprehensive income
3
Statement of financial position
4
Statement of changes in equity
6
Notes to the financial statements
7
Oxstem Limited
Directors' Report
Period from 1 January 2020 to 30 June 2021
The directors present their report and the unaudited financial statements of the company for the period ended 30 June 2021 .
Principal activities
The principal activity of the company during the period was the management and financing of its subsidiary companies towards the development of biopharmaceutical drugs and processes in diseases associated with ageing. In February 2021, the Company terminated all of its remaining employment contracts and has ceased trading.
Directors
The directors who served the company during the period were as follows:
Dr SJM Collinson
Prof. SG Davies
Mr RW Duggan
Mr JHC Mallinson
Dr SJ Read
Mr RJ Spencer
Small company provisions
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
This report was approved by the board of directors on 31 March 2022 and signed on behalf of the board by:
Dr SJM Collinson
Director
Registered office:
Midland House West Way
Botley
Oxford
OX2 0PH
Oxstem Limited
Statement of Comprehensive Income
Period from 1 January 2020 to 30 June 2021
Period from
1 Jan 20 to
Year to
30 Jun 21
31 Dec 19
Note
£
£
Administrative expenses
( 4,502,674)
( 13,992,964)
Other operating income
357,998
980,213
------------
-------------
Operating loss
( 4,144,676)
( 13,012,751)
Other interest receivable and similar income
404,938
328,532
Amounts written off investments
( 10,701)
–
------------
-------------
Loss before taxation
6
( 3,750,439)
( 12,684,219)
Tax on loss
( 31,395)
265,583
------------
-------------
Loss for the financial period and total comprehensive income
( 3,781,834)
( 12,418,636)
------------
-------------
All the activities of the company are from continuing operations.
The company has no other recognised items of income and expenses other than the results for the period as set out above.
Operations have now ceased.
Oxstem Limited
Statement of Financial Position
30 June 2021
30 Jun 21
31 Dec 19
Note
£
£
Fixed assets
Tangible assets
–
22,625
Investments
7
–
10,701
----
--------
–
33,326
Current assets
Debtors
8
595,836
1,341,131
Cash at bank and in hand
2,352,048
2,790,996
------------
------------
2,947,884
4,132,127
Creditors: amounts falling due within one year
9
2,736,636
91,016
------------
------------
Net current assets
211,248
4,041,111
---------
------------
Total assets less current liabilities
211,248
4,074,437
---------
------------
Net assets
211,248
4,074,437
---------
------------
Capital and reserves
Called up share capital
10
242,173
242,173
Share premium account
17,455,098
17,454,689
Profit and loss account
( 17,486,023)
( 13,622,425)
-------------
-------------
Shareholders funds
211,248
4,074,437
-------------
-------------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
For the period ending 30 June 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
- The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476 ;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .
Oxstem Limited
Statement of Financial Position (continued)
30 June 2021
These financial statements were approved by the board of directors and authorised for issue on 31 March 2022 , and are signed on behalf of the board by:
Dr SJM Collinson
Director
Company registration number: 07711860
Oxstem Limited
Statement of Changes in Equity
Period from 1 January 2020 to 30 June 2021
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 January 2019
242,173
17,454,689
( 1,240,035)
16,456,827
Loss for the period
( 12,418,636)
( 12,418,636)
---------
-------------
-------------
-------------
Total comprehensive income for the period
–
–
( 12,418,636)
( 12,418,636)
Equity-settled share-based payments
–
–
36,246
36,246
---------
-------------
-------------
-------------
Total investments by and distributions to owners
–
–
36,246
36,246
At 31 December 2019 (as previously reported)
242,173
17,454,689
(13,622,425)
4,074,437
Prior period adjustments
–
409
–
409
---------
-------------
-------------
-------------
At 31 December 2019 (restated)
242,173
17,455,098
( 13,622,425)
4,074,846
---------
-------------
-------------
-------------
Loss for the period
( 3,781,834)
( 3,781,834)
---------
-------------
-------------
-------------
Total comprehensive income for the period
–
–
( 3,781,834)
( 3,781,834)
Expired options, rights and warrants
–
–
( 81,764)
( 81,764)
----
----
--------
--------
Total investments by and distributions to owners
–
–
( 81,764)
( 81,764)
---------
-------------
-------------
---------
At 30 June 2021
242,173
17,455,098
( 17,486,023)
211,248
---------
-------------
-------------
---------
Oxstem Limited
Notes to the Financial Statements
Period from 1 January 2020 to 30 June 2021
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Midland House West Way, Botley, Oxford, OX2 0PH.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The Company ceased research activities at the end of 2020 and has now terminated all employment contracts and ceased trading. Each of the Company’s six subsidiaries were placed into Creditors Voluntary Liquidation on 20 May 2021. Accordingly these financial statements are for the Company only and are not consolidated.
Statement about the company's financial position
The Company ceased trading at the end of 2020. As at 30 June 2021, the Company had cash and cash equivalents of £2.35 million and £2.33 million as at the date of signing these Financial Statements. As well, the anticipated recovery of amounts owed by Group undertakings to the Company is approximately £0.59 million. All assets have been revalued to their estimated realisable value. Other than legal and accounting costs, in the defence of the claims by the Universities of Oxford and Dundee referred to in Note 12, the Company has significantly reduced its expenditure. The Directors believe that the Company will remain solvent and that resources available to the Company are sufficient to meet its existing and future liabilities, which include a provision in full for the remaining liabilities of its subsidiaries to the University of Oxford and University of Dundee (after allowing for anticipated dividends in their liquidation) although, on the basis of advice received from Counsel, the Directors do not believe that these claims will be successful or that the provision will be required. Given the materiality of these claims however, the Directors have prudently included a provision in these Financial Statements in the amount of £2.36m. If, as appears unlikely, the Universities are successful in their claims and are also awarded interest and costs then the Company may not have sufficient resources to meet all of their claims. If the Company is successful in defending against these claims then the provision of £2.36 million would not be required. Upon resolution of the claims referred to above, the Directors expect surplus assets, if any, to be distributed to shareholders in a Members' Voluntary Liquidation. The Directors intend to seek a resolution from shareholders to place the Company in a Members' Voluntary Liquidation.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Short leasehold property
-
Remaining life of the lease (31 July 2020)
Equipment
-
25% straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Financial instruments
Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Basic financial liabilities, including trade and other payables that are classified as debt, are recognised at transaction price. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. As set out in note 8, provisions have been made against the amounts owed by group undertakings so that their carrying value is written down to the estimated realisable value from their respective liquidations.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Auditor's remuneration
Period from
1 Jan 20 to
Year to
30 Jun 21
31 Dec 19
£
£
Fees payable for the audit of the financial statements
–
9,750
----
-------
5. Employee numbers
The average number of persons employed by the company during the period amounted to 9 (2019: 11 ).
6. Profit before taxation
Profit before taxation is stated after charging/crediting:
Period from
1 Jan 20 to
Year to
30 Jun 21
31 Dec 19
£
£
Depreciation of tangible assets
7,842
16,115
Impairment of investments in associates
10,701
–
Interest receivable from group undertakings
( 399,801)
( 293,945)
Provision against inter-group debtors (note 8)
372,619
12,081,449
Provision for liabilities of subsidiary companies (note 12)
2,360,875
–
------------
-------------
7. Investments
Shares in group undertakings
£
Cost
At 1 January 2020 and 30 June 2021
10,701
--------
Impairment
At 1 January 2020
–
Impairment losses
10,701
--------
At 30 June 2021
10,701
--------
Carrying amount
At 30 June 2021
–
--------
At 31 December 2019
10,701
--------
The cost of investments in subsidiary undertakings represent the cost of subscribing for £0.25 shares at par in the below subsidiaries. The Director's consider the investment to be fully impaired due to the companies being in voluntary liquidation.
Name of subsidiary: Proportion of voting rights
and ordinary share capital held
OxStem Oncology Limited 91.65%
OxStem Neuro Limited 91.65%
OxStem Ocular Limited 91.65%
OxStem Cardio Limited 91.65%
OxStem Beta Limited 97.22%
OxStem Immuno Limited 97.22%
Each of the above subsidiary companies: a) is registered in England b) has its registered office address at 2nd Floor Arcadia House, 15 Forlease Road, Maidenhead, SL6 1RX, and c) entered a Creditors Voluntary Liquidation on 20th May 2021.
8. Debtors
30 Jun 21
31 Dec 19
£
£
Amounts owed by group undertakings and undertakings in which the company has a participating interest
587,101
971,214
Other debtors
8,735
369,917
---------
------------
595,836
1,341,131
---------
------------
Amounts owed by group undertakings are unsecured. An additional impairment provision of £372,619 (2019: £12,081,449) has been provided against balances due from group undertakings during the year. Interest is charged at 2% above the UK banks' base rate and due upon demand. The total amount provided against amounts owed by group undertakings is now £12,454,068 (2019: £12,081,449). All other amounts shown under debtors fall due for payment within one year.
9. Creditors: amounts falling due within one year
30 Jun 21
31 Dec 19
£
£
Trade creditors
37,928
33,697
Social security and other taxes
500
17,878
Other creditors
2,698,208
39,441
------------
--------
2,736,636
91,016
------------
--------
Other creditors includes a provision for the claims of the Universities of Oxford and Dundee against the Company of £2,360,875 (2019: £nil) (Note 12).
10. Called up share capital
Issued, called up and fully paid
30 Jun 21
31 Dec 19
No.
£
No.
£
Ordinary shares of £ 1 each
237,247
237,247
237,247
237,247
Preferred ordinary shares of £ 1 each
4,926
4,926
4,926
4,926
---------
---------
---------
---------
242,173
242,173
242,173
242,173
---------
---------
---------
---------
The total number of options that may be exercisable at the end of the year is 4,435 (2019: 7,835) with an average exercise price of £1 (2019: £30). Remaining options have an unexpired term of 3 years.
11. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
30 Jun 21
31 Dec 19
£
£
Not later than 1 year
–
16,077
----
--------
12. Claims made against the company, contingent liabilities and
assets
The Universities of Oxford and Dundee have made claims against OxStem Ltd for £2,698,476 and £164,500, respectively. OxStem disputes these claims and is vigorously defending against them. These amounts represent outstanding invoices submitted by the Universities for services provided to each of the subsidiary companies under respective research contracts. The Universities claim that OxStem Ltd is Jointly or Jointly and Severally liable for the debts of its subsidiaries under the terms of those research contracts. OxStem Ltd has received advice from Counsel that OxStem Ltd is not Jointly or Joint & Severally liable for these debts and that each subsidiary is solely responsible. Cash held in the bank accounts of the subsidiaries amounts to approximately £760,000. Each of the Subsidiary Companies was placed in a Creditors Voluntary Liquidation in May 2021. OxStem Limited is still awaiting receipt of a summons to resolve the dispute either by way of a Court hearing under Part 8 claim of the Civil Procedure Rules or by arbitration under expedited WIPO Rules, as provided for resolution of disputes in the research contracts. It is anticipated that £173,101 will be paid to the University of Oxford by the Liquidator out of the Assets of the Subsidiaries leaving a balance due to the Universities of £2,360,875. This amount has been provided in full as a creditor in the accounts of OxStem Ltd. If the Universities are successful in their claims against OxStem Limited then, additionally, interest and costs could be awarded against OxStem Ltd. Interest up to 8% per annum from the dates of the relevant invoices could be awarded amounting to approximately £380,000 as at 31 March 2022. OxStem Limited does not currently have knowledge of the additional costs that the Universities may have incurred and seek to recover. No provisions have been made in these accounts for either interest or costs. If OxStem Ltd is successful in defending the claim against Joint or Joint & Several Liability then the provision of £2,360,875 made in creditors will not be required and will be available for distribution to shareholders in a Members Voluntary Liquidation. Additionally, if OxStem Ltd. is successful then it may be awarded costs for its defence.
13. Related party transactions
Payments totalling £21,745 (2019: nil) were made during the period by the company to Bio-CFO Limited for company secretarial and supporting the defence against the claims referred to in Note 12. Raymond Spencer is a director and major shareholder of Bio-CFO Limited and is also a director of Oxstem Limited . At 30th June 2021, £1,588 (31st December 2019: £nil) was owed to Bio-CFO Limited. Payments totalling £nil (2019: £6,140) were made during the year by the company to The Anchor Inn. Professor Stephen Davies is a Proprietor of the Anchor Inn. At 30th June 2021, £nil (31st December 2019: £nil) was owed to The Anchor Inn. Payments totalling £30,183 (2019: £nil) were made for medical and life insurance etc. during the year by the company to Forward Ventures Services LLC. Stuart Collinson is a partner in Forward Ventures Services LLC. As at 30th June 2021, £nil (31st December 2019: £nil) was owed to Forward Ventures LLC. Key management personnel include executive directors together with Professor Stephen Davies. The total compensation, including contractual payments and statutory redundancy payments on termination of employment contracts, paid to key management personnel for services provided to the company was £629,186 (2019: £340,049).