REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
ABCELLERA UK LTD |
PREVIOUSLY KNOWN AS |
ABCELLERA BIOLOGICS UK LTD |
REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
ABCELLERA UK LTD |
PREVIOUSLY KNOWN AS |
ABCELLERA BIOLOGICS UK LTD |
ABCELLERA UK LTD (REGISTERED NUMBER: 13548013) |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
ABCELLERA UK LTD |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
COMPANY INFORMATION |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
ABCELLERA UK LTD (REGISTERED NUMBER: 13548013) |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
BALANCE SHEET |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | $ | $ | $ | $ |
FIXED ASSETS |
Tangible assets | 4 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET LIABILITIES | ( |
) | ( |
) |
RESERVES |
Other reserves |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
ABCELLERA UK LTD (REGISTERED NUMBER: 13548013) |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
AbCellera UK Ltd is a |
The company's UK trading address is Suite 1, Building 300 (Emmanuel Building), Chesterford Research Park, Little Chesterford, CB10 1XL. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The accounts have been prepared on an alternate basis in light of the fact that the directors intend to close down the company. The directors consider it unlikely that the company will continue beyond 12 months and 1 day from the signing of the audit report and therefore the going concern basis is not appropriate. The accounts have therefore been produced on an alternate basis. As a result of preparing on the alternate basis, fixed assets have been moved to current assets. The basis does not give rise to any other material changes compared with the going concern basis. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost. |
Assets are held at cost less depreciation and impairment. |
Improvements to property: Over the life of the lease. |
Plant and machinery etc.: 3-7 years straight line. |
Various assets within improvements to property and plant and machinery were fully depreciated this year due to the laboratory closure in November 2023. |
Financial instruments |
Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
ABCELLERA UK LTD (REGISTERED NUMBER: 13548013) |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into USD at the rates of exchange ruling at the balance sheet. Transactions in foreign currencies are translated into USD at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
The functional currency of the company is US Dollars ($) and the financial statements are presented in US Dollars ($). |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Share based payments |
Equity-settled share-based compensation benefits are provided to employees. |
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for services. |
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is take of any other vesting conditions. |
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. |
The share based payment expense is recognised on a reasonable allocation of the group expense. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
ABCELLERA UK LTD (REGISTERED NUMBER: 13548013) |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
4. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
$ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) |
Reclassification/transfer | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) |
Reclassification/transfer | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Tangible fixed assets with net book value of $1,843,120 at 31st December 2023 were reclassified to current assets (shown within 'Other debtors') in the period as a result of the financial statements being prepared under an alternate basis. |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
$ | $ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
$ | $ |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors & accruals |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.23 | 31.12.22 |
$ | $ |
Other creditors |
ABCELLERA UK LTD (REGISTERED NUMBER: 13548013) |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
8. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
31.12.23 | 31.12.22 |
$ | $ |
Within one year |
Between one and five years |
In more than five years |
After the year end the directors are in the process of re-assigning the lease. |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | $ | $ |
Ordinary | £0.01 | - | - |
10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
"Emphasis of matter |
We draw attention to Note 2 in the financial statements where it states that the accounts have been produced on a basis other than going concern because the directors intend to close the company within 12 months and 1 day from the signing of the audit report. Our opinion is not modified in respect of this matter." |
We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:- |
"Use of our report |
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 a Report of the Auditors 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." |
ABCELLERA UK LTD (REGISTERED NUMBER: 13548013) |
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
11. | SHARE-BASED PAYMENT TRANSACTIONS |
At the period end the company has equity settled share options with its employees. The equity offered is that of the parent company, AbCellera Biologics Inc. |
There were share options granted during the year as well as restricted stock units (RSUs). Options under the Plan are generally exercisable when vested and subject to such terms, conditions, performance criteria, and restrictions as determined by the Board of Directors and set forth in the related option agreements. |
The options are valued using the Black Scholes method of valuation and vest over four years. |
The RSUs are valued at the fair market value when they vest. |
There were no outstanding share options or RSUs at the beginning of the year. During the year 40,512 (2022:141,600) share options were granted at a weighted average exercise price of $9.81 (2022: $9.32). There were also 26,736 (2022: 93,096) RSUs granted in the same period. |
During the year 53,684 (2022: 82,368) share options were forfeited as well as 27,186 (2022: 52,272) RSUs in the same period. |
As at 31 December 2023, the number of share options that are exercisable and have fully vested, is 51,663 with a weighted average exercise price of $15.64. The number of RSUs that have fully vested is 12,402. |
During the year, a share option expense was recognised of $301,736 (2022: $190,039). The total cumulative charge recognised to date is $491,775. |
The share based payment expense is recognised on a reasonable allocation of the group expense. |
The company will be liable to employer's national insurance contributions should the options be exercised in the future. The timing and value of this is currently not known. |
12. | ULTIMATE PARENT COMPANY |
The ultimate parent undertaking is AbCellera Biologics Inc., a company incorporated in Canada, which owns 100% of AbCellera Biologics Limited. Copies of the consolidated financial statements of AbCellera Biologics Inc. are available from 2215 Yukon Street, Vancouver, BC V5Y 1L2, Canada. |