Analytical NanoTechnologies (UK) plc

April 09, 2009 11:53 ET

Final Results Year Ended 31 October 2008


AntNano Plc ("AntNano", or "the Company"), the specialist developer of highly-advanced equipment for detecting
biochemicals and chemicals with applications in the industrial hygiene, medical and homeland security sectors, announces
its Consolidated Annual Results for the year end 31 October 2008.

Financial Highlights (compared to previous 12-month period)

- Sales increase to GBP 319,364 (2007: GBP 120,114)

- Other operating income largely derived from grants of GBP 322,226 (2007: GBP 186,429)

- Providing total income of GBP 641,590 (2007: GBP 306,543)

- Loss after interest of GBP 1,845,641 (2007: GBP 1,057,333), in-line with Board's expectations

- Basic and diluted loss per share (0.064)p (2007: (0.045)p)

Key Achievements

- Acquisition of The Newton Instruments Co. Limited for GBP 247,000

- Exclusive worldwide license agreement signed with Microarray Limited to use their proprietary sensor technology to
detect infectious diseases and explosives

- Exclusive option to acquire total issued share capital of Microarray Limited

- Private Placing of GBP 316,162 and further private placing post year end of GBP 381,372.

- Directors exercised share options, realising GBP 131,486, and warrants, realising GBP 8,800 for the Company.

- Private placing of shares to Nanyang Technological University, realising GBP 186,666

- Grant award of Singapore $10,000,000 (GBP 4,545,454) from Economic Development Board (EDB) of Singapore to set up new
Singapore research facilities

- Grant award of Singapore $250,000 (GBP 113,636)

- Name changed to AntNano Plc to better position company's brand and image.

Mr Joe Arend, Non-Executive Chairman, said:

"I am pleased to report continued progress and results in-line with the Board's expectations. The year under review was
a significant transition period for the company having completed its first phase of research and development and
entering the commercial phase of its development. The Company continued to increase sales, completed a strategic
acquisition and strengthened the management team. These positive developments provide an excellent platform for
sustained future growth."

Dr Allan Syms, Chief Executive Officer, said:

"This year the Company has experienced a dynamic and exciting period of evolution which has resulted in important
progress. This includes the acquisition of Newton Instrument Company, which provides a global installed base of air
sampling instruments. The early success in sales revenue continues and represents an important route to market for our
real time air analysers, and dip strip product range"

"Even in this difficult economic climate we have continued to be successful in closing several private placings and have
engaged new initiatives to continue further funding programmes in 2009."

"We remain committed to complete the acquisition of Microarray in 2009 and to exploit licensing rights for the detection
of infectious diseases and explosives."

"As a global business we have continued our efforts to establish activities in important markets especially in Asia. The
company has established subsidiaries in Singapore and has attracted significant financial support from the Singapore
Government. We have been the beneficiary of two important grants totaling over GBP4.5 million to drive the company's
ambitions in developing its air analysis capabilities for the detection of infectious agents, explosive materials and
toxic chemicals such as dioxins from chimney stacks."

"AntNano continues to invest in its intellectual property and build on its early sales success as part of its commercial
strategy to build a strong and profitable business and enhance shareholder value."

ANTnano is based in Sedgefield, U.K., and Singapore.

Allan Syms, CEO, ANTnano, on                          01740 625283
Jon Isaacs, Alfred Henry Corporate Finance, on        020 7251 3762


I am pleased to report significant progress and results in-line with the Board's expectations. The twelve month period
under review was an important time for the Company, as it continued to increase sales, completed a strategic acquisition
and strengthened the management team. These positive developments provide an excellent platform for sustained growth
even in this difficult economic climate. In line with other early stage high technology businesses we anticipate the
current economic conditions to prevail for some time. While our core business of occupational hygiene monitoring remains
strong due to regulatory pressures on our customers to purchase health and safety monitoring equipment, we will continue
to seek new collaborative ventures and financial support to build a strong and sustainable base for the group as a

Financial Results

In this year AntNano recorded sales of products and service items amounting to GBP 319,364 with additional other
operating income of GBP 322,226 largely derived from grants providing a total income for the company of GBP 641,590
.This resulted in an gross loss of GBP 179,653 and a loss on ordinary activities of GBP (1,697,421) which is in line
with the Company's expectations for the period as a whole. This includes goodwill amortisation and depreciation of GBP
683,577 and non-recurring professional fees of GBP 205,415 and provides a loss per share of 0.064 pence (2007:0.045


The period started on a very positive note when we announced the placement of 666,664 Ordinary shares to Nanyang
Technological University of Singapore at 28p, per share realising GBP 186,666. Nanyang Technological University, one of
Asia's leading universities, made the purchase via its commercial company Nanofrontiers PTE Ltd. The share issue follows
the successful ongoing Research and Development collaboration agreement between ANTnano, Nanyang Technological
University and the Singapore Economic Development Board to jointly develop ANTnano's current technology platforms. The
success of this early initiative cumulated in the Company competing for and securing two important grants to drive our
business forward in the Asia region. The significant grant of GBP4.5m from the Singapore Economic development Board is a
major demonstration of support for the company and provides financial support for costs associated with staff, equipment
and other operating costs for 5 years.

The support of Professor Boey, in securing our position in Singapore has been substantial however, to fully benefit from
Professor Boey's input and support it is now necessary for him to resign from the Board so he can independently
represent NTU and promote our interests within this organisation. We would like to thank Prof Boey for his significant
contributions to the company and we hope that we will continue to have a long and fruitful relationship with him in the

Key developments have been made to strengthen the board during the year and including my appointment as Chief Executive
Officer, the appointment of Mr John Haworth, the Managing Director of Newton instrument Group, as Non-Executive Director
and Mr Arend moving to Non-Executive Chairman. We also appointed W H Ireland Corporate Finance as Broker, to work
alongside Alfred Henry Corporate Finance, the Company's corporate advisor, as the company considers its best options and
timing for a listing on AIM.

During the year we acquired the entire issued share capital of The Newton Instrument Co Limited, for a total
consideration of GBP 247,000, payable in cash and shares. Based in Hoylake, Cheshire, Newton's main product, the Newton
Galley Sampler, is regarded as the industry standard machine for high volume air sampling. Developed with Unilever plc
over 30 years ago, the Newton machine is used worldwide by major manufacturers of enzymes and detergents. Most
importantly, it has an installed user base of over 600 machines worldwide. This has proved a successful means of
promoting the company's products to an established customer base

Last March, The University of Sunderland, in accordance with its original subscription agreement, exercised 307,934
share options, at a price of 20p, which resulted in a consideration of GBP 61,586.82.

During the period, we signed an exclusive licensing agreement with Manchester-based Microarray Limited ("Microarray"),
which develops ultra-sensitive electrochemical sensors. The license applies to the use of their proprietary sensor
technology to detect infectious diseases (such as MRSA and Avian Flu) and explosives (such as Semtex). As part of the
same agreement, we announced that we had signed heads of agreement which gave us, subject to a number of conditions, the
exclusive right to acquire the entire issued share capital of Microarray for a consideration of GBP 1 million. We remain
committed to completing the acquisition of Microarray during 2009.

Current Trading and Outlook

This year we have raised through private placings a total of GBP 316,161.80.  Since the year end, while the Group has
made further losses, sales in the current period are significantly higher when compared to the same period for the year
ending October 2008 and the Group has raised further funds of GBP 381, 372.  We detailed our name change to AntNano Plc
and told of our plans to re-arrange our AIM Admission to ensure we provide the best timing and platform to enhance
shareholder value.

The new monies, via the private placing and the venture fund, demonstrate the management's ability to secure new funds
in difficult market conditions. The name change reflected that most people within our industry knew us under our
abbreviated name form, AntNano, so the name change was not a difficult decision and better positions the Company's brand
and image.

We are delighted that AntNano continues to progress. The acquisition of Newton has been of significant benefit and sales
have continued to grow post year end. This is encouraging for the year ahead and hence providing we continue to grow
revenue and secure equity funding during the current global downturn we remain confident.

Dr Allan Syms
Chief Executive

9 April 2009

The Directors of the Issuer accept responsibility for this announcement.


Dr Allan Syms, Chief Executive
AntNano Plc
Tel:                01740 625283

Jon Isaacs
Alfred Henry Corporate Finance Limited
Tel:                020 7251 3762

Consolidated profit and loss account for the year ended 31 October 2008

                                                                                     2008             2007
                                                                                      GBP              GBP

Turnover                                                                             319,364         120,114

Cost of sales                                                                       (499,017)       (290,484)
                                                                                     -------         -------
Gross loss                                                                          (179,653)       (170,370)

Administration expenses                                                           (1,839,994)       (983,820)

Other operating income                                                               322,226         186,429
                                                                                   ---------         -------
Loss on ordinary activities before interest                                       (1,697,421)       (967,761)

Interest payable                                                                    (161,780)        (89,572)
                                                                                   ---------         -------
Loss on ordinary activities before taxation                                       (1,859,201)     (1,057,333)

Tax on loss on ordinary activities                                                       -               -
                                                                                   ---------       ---------
Loss attributable to minority interests                                               13,560             -
                                                                                   ---------       ---------
Retained loss on ordinary activities                                              (1,845,641)     (1,057,333)
                                                                                   =========       =========

Basic and diluted loss per share                                                     (0.064)p      (0.045)p
                                                                                     =======       ======= 

All activities of the group are classed as continuing.

There were no recognised gains or losses other than the loss for the financial year.

Consolidated balance sheet at 31 October 2008
                                                                                     2008            2007
                                                                                      GBP             GBP

Fixed assets
Intangible assets                                                                 1,636,187        1,880,244
Tangible assets                                                                     693,989          617,457
                                                                                  ---------        ---------
                                                                                  2,330,176        2,497,701
                                                                                  ---------        ---------
Current assets
Debtors                                                                             169,849          105,848
Cash at bank and in hand                                                              8,623              -
                                                                                  ---------        ---------
                                                                                    178,472          105,848

Creditors:  amounts falling due within one year                                  (1,382,817)        (367,869)
                                                                                  ---------        ---------
Net current liabilities                                                          (1,204,345)        (262,021)
                                                                                  ---------        ---------
Total assets less current liabilities                                             1,125,831        2,235,680

Creditors:  amounts falling due after more than
one year                                                                           (643,228)        (667,980)
                                                                                  ---------        --------- 
                                                                                    482,603        1,567,700
                                                                                  =========        =========
Capital and reserves
Called up share capital                                                             320,335          252,733
Share premium account                                                             3,205,097        2,498,595
Profit and loss account                                                          (3,029,269)      (1,183,628) 
                                                                                  ---------        ---------
Shareholders' funds                                                                 496,163        1,567,700
Minority interests                                                                  (13,560)            -
                                                                                  ---------        ---------
                                                                                    482,603        1,567,700
                                                                                  =========        =========

Consolidated cash flow statement for the year ended 31 October 2008

                                                                            2008                    2007
                                                                     GBP          GBP      GBP             GBP

Net cash inflow/(outflow) from operating
activities                                                                      107,364                 (353,456)

Returns on investments and servicing of
Bank interest paid                                                 (29,282)                (8,067)
Finance lease interest                                            (132,498)               (81,505)
                                                                   -------                 -------
Net cash outflow from returns on investments
and servicing of finance                                                       (161,780)                 (89,572)
                                                                                -------                 --------
                                                                                (54,416)                (443,028)

Capital Expenditure
Payments to acquire intangible assets                               (6,821)                (6,845)
Payments to acquire tangible assets                                 (1,880)               (25,326)
VAT recovered on financed assets                                  (110,149)               119,946
Receipts from the sale of tangible fixed assets                       -                     2,119
Transferred to financed assets                                      18,000                    -
                                                                   -------                -------
Net cash (outflow)/inflow from capital expenditure                             (100,850)                  89,894
                                                                                -------                 --------
                                                                               (155,266)                (353,134)
Acquisitions and disposals
Purchase of shares in subsidiary undertaking                                   (220,000)                     (33)
                                                                                -------                  -------
Net cash outflow before financing                                              (375,266)                (353,167)
Repayment of loan                                                   (4,583)                (5,000)
Capital element of hire purchase repayments                       (123,815)               (65,772)
Share capital and premium raised                                   357,259                366,477
                                                                   -------                ------- 
Net cash inflow from financing                                                  228,861                  295,705
                                                                                -------                  -------
Decrease in cash in the year                                                   (146,405)                 (57,462)
                                                                                =======                  =======      

Notes to the final results for the year ended 31 October 2008

1   The  information above has been extracted from the audited financial statements.  The auditors  report  on  the
    accounts for the year ended 31 October 2008 contained the following modification and was dated 9 April 2009.
   "Emphasis of matter - going concern
   In  forming our opinion, which is not qualified, we have considered the adequacy of the disclosures made in note 1 to
   the  financial  statements concerning the company's ability to continue as a going concern.  The company  incurred  a
   net  loss  of £1,845,641 during the year ended 31 October 2008 and at that date the company had shareholder funds  of
   £482,603  whilst  company's current liabilities exceeded its current assets by £1,204,345.   These  conditions  along
   with  the  other  matters  explained in note 1 to the financial statements, indicate  the  existence  of  a  material
   uncertainty  which  may  cast significant doubt about the company's ability to continue  as  a  going  concern.   The
   financial  statements do not include the adjustments that would result if the company was unable  to  continue  as  a
   going concern."
   Copies  of  the  statutory  accounts are available from the Company's Registered Office - Netpark  Incubator,  Thomas
   Wright Way Netpark, Sedgefield, Durham TS21 3FD

2  Statement of accounting policies

a) Going concern
   The  group made a loss for the year of £1,845,641 and as at 31 October 2008 the group's current liabilities  exceeded
   it  current  assets by £1,204,345. Subsequent to the financial year end the group has made further  losses  that,  as
   reported  in the unaudited group management accounts to 31 December 2008, are estimated to amount to £179,825.  Also,
   as  disclosed  in note 22 further share issues have generated additional funds amounting to £381,372.  The  financial
   statements  have  been prepared on a going concern basis, the validity of which depends on the continued  support  of
   the  bank  and  the  ability of the group to operate within agreed overdraft limits. The current  overdraft  facility
   arrangements  are  in place until August 2009 and the directors believe that this will be extended  at  substantially
   similar terms in due course.
   The  directors have produced monthly financial projections for the group that cover the period beyond 12 months  from
   the  date  of  signing  these  financial statements. These projections show that the group  can  operate  within  the
   existing  overdraft  limits for at least 12 months on the basis of what the directors believe to  be  reasonable  and
   supportable  assumptions.  The  key  assumptions  relate to  the  quantum  and  timing  of  additional  fund  raising
   initiatives,  together  with  an  increasing level of sales as the group moves from  product  development  towards  a
   commercial sales phase.
   On  the basis of the above the directors believe it is appropriate for the financial statements to be prepared  on  a
   going  concern  basis. If the going concern basis is not proved to be valid, adjustments would have  to  be  made  to
   reclassify fixed assets as current assets and long term liabilities as current liabilities.

b) Basis of preparation
   The financial statements have been prepared in accordance with applicable accounting standards and
   under the historical cost convention.

c) Basis of consolidation
   The  Group financial statements consolidate those of the Company and of its subsidiary undertakings drawn  up  to  31
   October  2008.   The  profits  and losses of the subsidiaries are included in the group accounts  from  the  date  of
   acquisition  to  the  date of disposal. Profits or losses on intra-group transactions are  eliminated  in  full.   On
   acquisition  of a subsidiary, all of the subsidiary's assets and liabilities, which exist at the date of acquisition,
   are  recorded  at  their fair values reflecting their condition at that date. The profits and losses of  subsidiaries
   are  included  in  the group accounts from the date of acquisition.  Goodwill arising on consolidation,  representing
   the excess of the fair value of the consideration given over the fair values of the identifiable assets acquired,  is
   capitalised  and  is amortised on a straight line basis over its estimated useful economic life, which  is  5  to  10

d) Turnover
   Turnover  is  the  total amount receivable by the Group for goods supplied and services provided, excluding  VAT  and
   trade  discounts,  which arose wholly within the UK. Turnover is recognised as services are provided  and  goods  are

e) Intangible fixed assets
   Purchased goodwill is capitalised and is amortised on a straight line basis over its estimated useful economic life.

   Intangible  assets  in  respect  of licences and patent applications are shown at cost.  Such  assets  are  amortised
   through the profit and loss account in equal instalments over the estimated useful life of the assets.

   The  carrying value of these intangible assets will continue to be reviewed annually for impairment and  adjusted  to
   the recoverable amount if required.

f) Tangible fixed assets
   Tangible  fixed  assets are stated at cost less depreciation. Cost represents  purchase
   price together with any incidental costs of acquisition.
   Depreciation  is calculated to write down the cost less estimated residual value of all tangible fixed assets
   by equal annual instalments over their expected useful lives.  The rates generally applicable        are:

   Equipment, fixtures and fittings       -   25% on cost
   Plant and machinery                    -   20% on cost
g) Research and development expenditure
   Expenditure on research is written off in the year in which it is incurred.
h) Investments
   Investments are stated at cost less provision for permanent diminution in value.

i) Deferred taxation
   Deferred  taxation  is  accounted for in respect of all material timing differences  that  have  originated  but  not
   reversed  at  the  balance  sheet date.  Timing differences arise from the inclusion  of  gains  and  losses  in  tax
   assessments  in periods different from those in which they are recognised in the financial statements.  Deferred  tax
   is  calculated at the rate at which it is anticipated the timing differences will reverse and is measured on  a  non-
   discounted basis.  Deferred tax assets are only recognised to the extent that they are regarded as recoverable.

j) Share-based payments
   The  company  has  applied the requirements of FRS 20 "Share-based Payment" in respect of all share  options.   These
   share  options are measured at fair value (excluding the effect of non-market based vesting conditions) at  the  date
   of  the grant. The fair value determined at the grant date of the share-based payments is expensed on a straight line
   basis  over  the vesting period, based on the estimate of the shares that will eventually vest and adjusted  for  the
   effect of non-market vesting conditions.  Fair value is measured using the Black-Scholes model.
k) Hire purchase and lease transactions
   Assets  acquired  under  hire purchase agreements and finance leases are capitalised in the  balance  sheet  and  are
   depreciated  in accordance with the company's normal policy.  The outstanding liabilities under such agreements  less
   interest  not  yet  due are included in creditors.  Interest on such agreements is charged to  the  profit  and  loss
   account  over  the  term of each agreement and represents a constant proportion of the balance of capital  repayments

   Rentals under operating leases are charged to the profit and loss account as they fall due.

l) Financial instruments
   Financial  instruments  are classified and accounted for, according to the substance of the contractual  arrangement,
   as  either  financial assets, financial liabilities or equity instruments. An equity instrument is any contract  that
   evidences a residual interest in the assets of the company after deducting all of its liabilities.
m) Grants
   Grants  in  respect of revenue expenditure are credited to the profit and loss account in the period  to  which  they
   Grants  in  respect of capital expenditure are credited to the profit and loss account over the useful  life  of  the
   relevant  fixed assets. Grants included within the balance sheet represent the total grants receivable to  date  less
   the amount so far credited to the profit and loss account.
n) Foreign currencies
   Assets  and  liabilities in foreign currencies are translated into sterling at the rates of exchange  ruling  at  the
   balance  sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on  the  date
   of  transaction.  Exchange differences are taken into account in arriving at the operating  profit.  The  assets  and
   liabilities  of  foreign operations are translated at foreign exchange rates ruling at the balance  sheet  date.  The
   profit  and  loss  accounts of foreign operations are translated at an average rate for the period  where  this  rate
   approximates to the foreign exchange rates ruling at the date of the transactions.
o) Liquid resources
   Cash  for  the  purposes  of the cash flow statement comprises cash in hand and deposits repayable  on  demand,  less
   overdrafts payable on demand.

   Liquid resources are current asset investments which are deposable without curtailing or disrupting the business  and
   are  either  readily  convertible into known amounts of cash at or close to their carrying values  or  traded  in  an
   active market.
3  Earnings per share
   The  calculation of basic loss per ordinary share is based on a loss of GBP1,845,641 (2007: GBP1,057,333) and  28,776,398 (2007: 23,552,846) ordinary shares, being the weighted average number of ordinary shares in issue at the period  end.
   FRS  22  requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease
   net profit or increase net loss per share. There is no difference between the basic and diluted earnings per share.

Contact Information

  • Analytical NanoTechnologies (UK) plc