Company registration number:
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
Mirada Medical Group Limited was incorporated on 18 March 2022 to support a recapitalization of the business which took place in parallel with a new equity investment in April 2022. Mirada Medical Group Limited has one 100% owned subsidiary, Mirada Medical Limited which was founded in February 2008. Mirada Medical Limited has two 100% owned subsidiaries, Mirada Medical USA Inc. and Mirada Medical Europe SAS.
Mirada Medical Limited has been trading since February 2008 and remains Mirada’s main trading entity.
In September 2021 Mirada welcomed a new CEO, Jon DeVries and CMO, Mark Crockett who provided a depth and breadth of experience, especially in the US healthcare market. Hugh Bettesworth, the founder CEO has continued to be very involved with the Company, taking a NED position. The strategy was reviewed in the 6 months following the appointment of Jon DeVries, resulting both in the consolidation of the current products, and the further development and focus into personalised medicine, with a focus on Dosimetry. The new leadership shifted Mirada’s focus to emphasize personalised medicine, whilst maintaining its current product offering. Implementing the new strategy required additional investment, in April 2022, to bring this product vision to life. The refinancing resulted in £6.83m of Future Fund loans being converted into equity, alongside Apposite investing a further £5m in the company. The Innovate loan was unaffected by this event. Mirada’s business strategy supported by the funding has 2 pillars: 1. Mirada Embedded Reselling our current products through our valued partners and adding additional partners to take advantage of our strong products and their large reach without high direct sales costs for Mirada. Our embedded strategy involves working very closely with partners to embed ourselves within their business and support them so they can be successful in selling our products. We have partners globally selling XD, RTx and Simplicity. 2. Personalised Medicine / Dosimetry for Radiopharmaceuticals Investing in developing a product and service that supports personalised medicine, specifically in Dosimetry. Mirada has already developed software that is sold through Boston Scientific for Y90 in the liver, which has been shown through trails (DOSISPHERE-01) to lead to a meaningful improvement in the objective response rate and overall survival of patients with locally advanced liver cancer when compared with standard dosimetry. This potentially lifesaving treatment was something that Mirada’s Board wanted to invest in. The potential of this product not only changes patients’ lives but could improve hospital efficiencies and improve billings which means the product is well aligned to all stakeholders. The impact of this alignment for Mirada being improved sales and moving towards profitability. When looking at the performance of Mirada Medical as a whole it is important to look at the trading company Mirada Medical Limited as Mirada Medical Group Limited has accounts from March 2022 and not for the full year. When looking at the performance of Mirada Medical trading entities, there is a small year on year increase in turnover as a whole (£4,599,681 in 2022 vs £4,566,365 in 2021), however when you remove Grant income from both years (£137,757 in 2022 vs £701,922 in 2021), as these are not normal trading revenues, the increase year on year is 15.5%. This increase is from the Embedded Mirada strategy, working with partners on selling existing products. Administrative costs have remained flat year on year (£8,758,735 in 2022 vs £8,659,146 in 2021), with an increase in cost of sales (£531,933 in 2022 vs £348,082 in 2021), with some of these costs relating to the partner integrations relating to future revenues. Whilst Mirada Embedded is a profitable business line, Mirada continues to be loss making due to investing heavily in new products.
A significant amount of work was done in 2022 on Mirada’s new product offering in the personalised medicine space. The Board believes that these products, along with the strong partner base of existing products will result in a successful future for Mirada. 2023 will be a key year for Mirada in terms of releasing the new product to the market, alongside working with existing partners and other sources to ensure the Group obtains additional funding to continue operations and to reach its future goals. The new products that Mirada is working on, to date has had exceptional feedback from the market in terms of the need and problem it is solving, however there is still some uncertainty over how quickly the market will take up this new technology and what they will pay for it.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Group measures its financial performance against the level of turnover, the results of which are discussed in the business review above.
The directors are satisfied with the results of the KPI.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the period ended 31 December 2022.
The directors who served during the period were:
The loss for the period, after taxation, amounted to £3,475,689.
The directors do not recommend the payment of a dividend.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013 to set out within the company's Strategic Report the Company's Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.
The auditor, Menzies LLP was appointed as auditor for Mirada Medical Group Limited on 29 August 2023 in accordance with section 485 of the Companies Act 2006.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED
We have audited the financial statements of Mirada Medical Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2022, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 2.3 in the financial statements, which indicates that the Group incurred a net loss of £3,475,689. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included a review of the Group's cashflow forecasts and initial term sheets for the necessary funding.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The parent Company and the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙The Companies Act 2006;
∙Financial Reporting Standard 102;
∙UK employment legislation;
∙UK health and safety legislation; and
∙General Data Protection Regulations
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the parent Company and the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the parent Company and the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgments made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
∙Timing of revenue recognition; and
∙The use of management override of controls to manipulate results, or to cause the parent Company or the Group to enter into transactions not in their best interests.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
1st Floor
Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 28 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 28 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Mirada Medical Group Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of its registered office and principal place of business is disclosed on the company information page.
The Company was incorporated on 18 March 2022. These financial statements report on the period from incorporation to 31 December 2022 to align the reporting date with the subsidiary entities.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. in the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The Group recorded a net loss of £3,475,689 for the financial period. The directors assessed the future prospects of the Company and the Group and prepared a cash flow forecast, which extends cash until September 2024. This assessment took into consideration existing and forecasted market conditions while exercising prudence in assessing potential adverse impacts on the Group's revenue and cash flows.
To maintain operational continuity, this review has highlighted that the Group must secure additional financial resources in order to continue operating. Presently, the Group is in advanced negotiations to secure necessary funding. However, at the time of signing these financial accounts, the terms of said funding have not yet been signed. Consequently, the directors must acknowledge the presence of significant uncertainty regarding the Group's ability to continue its operations as a going concern. For subscription licenses revenue is recognised on a monthly basis as the subscription includes both the license and the service element. Other items such as training, hardware and engineering contracts are recognised when the value is transferred to the customer.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the period was £
The Company loss after tax includes £11,666,390 bad debt provision in relation to an amount due to the Company by the direct subsidiary, Mirada Medical Limited.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
In the period ended 31 December 2022, the following shares were issued:
On incorporation, 1 Ordinary Share with nominal value of £0.00005 was issued for consideration of £1. 11,348 Preference Shares and 6,059 Ordinary Shares with an aggregate nominal value of £0.56740 and £0.30295 respectively, were issued in exchange for 100% of the shareholding in Mirada Medical Limited, with a total value of £13,180,683. Convertible loan notes with an aggregate value of £6,826,798 were converted into 9,024 Preference Shares with an aggregate nominal value of £0.45120. 6,682 Preference Shares with an aggregate nominal value of £0.33410 were issued for total consideration of £5,052,728.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
18.Share capital (continued)
9,039 A Ordinary Shares and 2,320 B Ordinary Shares with an aggregate nominal value of £0.45195 and £0.11600 respectively, were issued at par value.
Capital distribution rights Upon liquidation, reduction of capital, redemption or a distribution, the amount of the distribution shall be applied in the following manner and order of priority: (a) First to the holders of Preference Shares, Ordinary Shares and A Ordinary Shares pro rata to the number of shares respectively held by them (as if a single class of share) until the 'Hurdle' has been met; (b) Thereafter, the balance shall be distributed to the holders of the Preference Shares, Ordinary Shares, A Ordinary Shares and B Ordinary Shares pro rata to the number of such shares respectively held by them (as if a single class of share). The 'Hurdle' is Equity Proceeds of an amount equal to: (i) £35,0000,000 plus; (ii) an amount equal to the amount credited as paid up on any Preference Shares allotted and issued by the Company. Where the holders of the Preference Shares would receive an amount per Preference Share which is less than or equal to the Redemption Amount, the holders of the Preference Shares shall receive the Redemption Amount in respect of each Preference Share held by them (or if the Equity Proceeds to be allocated are insufficient to meet such amount, then a pro-rata amount of the Equity Proceeds split equally between all Preference Shares) in priority to any other application of Equity Proceeds and the balance of the surplus assets of the Company (if any) shall be applied in accordance with above priority. Voting rights Only Preference and Ordinary shares rank equally for voting purposes. Each share carries the right to one vote per share. A Ordinary and B Ordinary shares carry no voting rights.
Share premium account
Foreign exchange reserve
Profit and loss account
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £189,480. No contributions were payable to the fund at the reporting date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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