OXFORD IMMUNOTEC GLOBAL LIMITED

Company Registration Number:
08654254 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2023

Period of accounts

Start date: 2 January 2023

End date: 31 December 2023

OXFORD IMMUNOTEC GLOBAL LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

OXFORD IMMUNOTEC GLOBAL LIMITED

Directors' report period ended 31 December 2023

The directors present their report with the financial statements of the company for the period ended 31 December 2023

Principal activities of the company

The principal activity of the Company is that of a holding company on behalf of the Revvity (UK) Holdings Limited group of companies.

Political and charitable donations

We have not made political contributions in the period (2022: $nil). Our social and charitable activities are at the heart of our engagement and cultural programmes. Our activities in fundraising makes a valuable difference to the local communities and charities we support.

Additional information

RESULTS AND DIVIDENDS Our net loss after income taxes from continuing operations for the period was $62.0 million (2022: net income of $0.4 million). No dividend was declared and paid in the period (2022: $55 million). The net loss was due to impairment of its investments in Oxford Immunotec Asia Limited and Oxford Immunotec USA Inc. of $61.2 million on account of the legal entity reorganisation. Refer to “EVENTS SINCE THE END OF THE PERIOD” for detail of the legal entity reoganisation management was making arrangements for as of December 31, 2023. FUTURE DEVELOPMENTS The Company continues to be the holding company for investments in subsidiaries of the group. Refer to “EVENTS SINCE THE END OF THE PERIOD” for detail of the legal entity reoganisation management was making arrangements for as of December 31, 2023. EVENTS SINCE THE END OF THE PERIOD On October 28, 2024 Oxford Immunotec Global Limited effected a legal entity integration whereby Immunetics, Inc., Oxford Immunotec K.K.,Boulder Diagnostic Europe GmbH, Oxford Immunotec Asia Limited, Oxford Immunotec (Shanghai), Oxford Immunotec (Ireland), Oxford Diagnostic Laboratories business activities have been transferred to the corresponding Revvity entity in that jurisdiction and net assets were sold for cash to the receiving Revvity entity at net asset value. As of the date of the financial statement filing the legal entities mentioned above are in wind down status preparing for liquidation. Oxford Immunotec USA Inc. business operations were transferred to Revvity Health Sciences in the US. The entity will continue to be utilized for R&D and Certimmune lab costs in the short term. As at 31 December 2023 Management was making arrangements for the re-organisation however there was no formalized plan. The re-organisation indicated the need for an impairment review that separately concluded the assets should be impaired to net assets based on facts known at 31 December 2023. This resulted in an investment impairment of Oxford Immunotec Global Limited’s investment in Oxford Immunotec Asia Limited and Oxford Immunotec USA Inc. of $61.2 million resulting in a total investment net book value of $57.9 million as at 31 December 2023. Subsequent to 31 December 2023, fair value of the investments continued to decline as legal entity integration was effected on October 28, 2024. The company recognised additional investment impairment in Oxford Immunotec Limited’s investment in Oxford Immunotec USA Inc. of $3.5 million resulting in a total investment net book value of $54.4 million as at 28 October 2024.



Directors

The directors shown below have held office during the whole of the period from
2 January 2023 to 31 December 2023

Joel Goldberg
Steven Chrispopher Hart


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
27 February 2025

And signed on behalf of the board by:
Name: Joel Goldberg
Status: Director

OXFORD IMMUNOTEC GLOBAL LIMITED

Profit And Loss Account

for the Period Ended 31 December 2023

31 December 2023 1 January 2023


£

£
Administrative expenses: ( 2,284 ) ( 199 )
Operating profit(or loss): (2,284) (199)
Interest receivable and similar income: 1,441 996
Interest payable and similar charges: ( 61,193 ) ( 361 )
Profit(or loss) before tax: (62,036) 436
Profit(or loss) for the financial year: (62,036) 436

OXFORD IMMUNOTEC GLOBAL LIMITED

Balance sheet

As at 31 December 2023

Notes 31 December 2023 1 January 2023


£

£
Called up share capital not paid: 0 0
Fixed assets
Investments: 3 57,915 119,109
Total fixed assets: 57,915 119,109
Current assets
Debtors: 4 85,477 86,281
Cash at bank and in hand: 706 746
Total current assets: 86,183 87,027
Net current assets (liabilities): 86,183 87,027
Total assets less current liabilities: 144,098 206,136
Accruals and deferred income: ( 28 ) ( 28 )
Total net assets (liabilities): 144,070 206,108
Capital and reserves
Called up share capital: 280 280
Share premium account: 170,236 170,236
Other reserves: 34,098 34,098
Profit and loss account: (60,544 ) 1,494
Total Shareholders' funds: 144,070 206,108

The notes form part of these financial statements

OXFORD IMMUNOTEC GLOBAL LIMITED

Balance sheet statements

For the year ending 31 December 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 27 February 2025
and signed on behalf of the board by:

Name: Joel Goldberg
Status: Director

The notes form part of these financial statements

OXFORD IMMUNOTEC GLOBAL LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Valuation information and policy

    Financial assets comprise receivables from fellow group companies. Receivables are payable on demand and are generally not interest bearing. The Company considers a financial asset in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. Impairment exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next two years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The directors believe this is a critical judgement as the recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. Any change in the discount rate or expected future cash-inflows and growth rate can have a significant impact on the fair value of the asset. These estimates are most relevant to investments in subsidiaries.

    Other accounting policies

    Estimates and assumptions There are no key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year that have not already been stated above. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. The Company holds bank accounts in the United States. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. INVESTMENTS Fixed asset investments comprise investments in subsidiaries and are stated at cost less provision for impairment. The initial investment in Oxford Immunotec Limited was recorded at the nominal value of the shares issued following the requirements of section 612 “Merger Relief” of the Companies Act 2006. On transition to IFRS (and subsequent adoption of FRS101), the company elected to take the deemed cost exemption allowed under IFRS 1.D15 to measure its investments in subsidiaries at the previous U.K. GAAP carrying amount at the date of transition. Where at the period-end there is evidence of impairment, the carrying value of the investment is written down to its recoverable amount. FINANCIAL INSTRUMENTS Recognition of financial instruments Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. Initial and subsequent measurement of financial assets Receivables Receivables are initially measured at fair value plus transaction costs. Receivables are held to collect the contractual cash flows which are solely payments of principal and interest. Therefore, these receivables are subsequently measured at amortised cost using the effective interest rate method. Impairment of financial assets Financial assets comprise receivables from fellow group companies. Receivables are payable on demand and are generally not interest bearing. The Company considers a financial asset in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. Financial Liabilities and Equity Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Initial and subsequent measurement of financial liabilities Trade and other payables Trade, group and other payables are initially measured at fair value, net of direct transaction costs and subsequently measured at amortised cost. Interest-bearing loans and borrowings All loans and borrowings are initially recognised at fair value, less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability. Equity instruments Equity instruments issued by the Company are recorded at fair value on initial recognition net of transaction costs. Where equity instruments have been reacquired and cancelled by the Company during the period, the cost to reacquire the instruments is recorded as a deduction from retained earnings, in accordance with U.K. Law. IMPAIRMENT OF NON-CURRENT ASSETS The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired, and assesses their recoverability based upon anticipated future cash flows. If changes in circumstances lead the Company to believe that any of its long-lived assets may be impaired, the Company will (a) evaluate the extent to which the remaining book value of the asset is recoverable by comparing the future undiscounted cash flows estimated to be associated with the asset to the asset’s carrying amount and (b) write-down the carrying amount to the higher of the assets value in use and fair value less costs to sell to the extent necessary. TAXATION Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Company operates and generates taxable income. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except: When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss In respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except: When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it is incurred during the measurement period or recognised in profit or loss. RISKS IN RELATION TO THE USE OF FINANCIAL INSTRUMENTS The Company is exposed to market risks in the ordinary course of our business. These market risks are principally limited to interest rate fluctuations, capital market fluctuations, foreign currency exchange rate fluctuations, and credit risk as discussed below. Interest rate fluctuations Changes in the general level of U.S. and European interest rates expose the Company to interest rate risk. These changes could affect the Company’s interest income and interest expense. However, the Company’s cash and cash equivalents are invested in interest-bearing savings and money market accounts and the Company does not enter into investments for trading or speculative purposes. Capital market fluctuations The Company considers all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. The Company holds bank accounts in the United States. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Foreign currency exchange rate fluctuations We are exposed to foreign exchange rate risk because we currently operate in three major regions of the world: the United States, Europe and rest of world, and Asia, and our turnover is denominated in multiple currencies, including the Pound Sterling, the Euro, the U.S. Dollar, the Japanese Yen, and the Chinese Yuan. As we continue to grow our business outside the United Kingdom, our results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which could harm our business in the future. To date, we have not entered into any foreign currency hedging contracts although we may do so in the future. Credit risk Our customer base consists of hospitals, the National Health Service, commercial testing laboratories, importers and distributors. To date, we have had minimal experience of bad debts. MANAGEMENT OF RISK The Company’s management systems, organisational structures, processes, standards, code of conduct and behaviours together form a system of internal control that governs how the Company conducts business and manages associated risks.

OXFORD IMMUNOTEC GLOBAL LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 2. Employees

    31 December 2023 1 January 2023
    Average number of employees during the period 0 0

OXFORD IMMUNOTEC GLOBAL LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

3. Fixed assets investments note

The Company conducted its conducted its annual review for indicators of impairment and resultant impairment reviewsof its investments in its US, UK, and China Subsidiaries. As at 31 December 2023. Oxford Immunotec Global Limited began planning phases of a legal entity integration effected on October 28, 2024. As part of the legal entity integration Oxford Immunotec Asia Ltd. business activities have been transferred to the corresponding Revvity entity, Revvity Biomed Co. Ltd, in China and net assets were exchanged for cash. As at 31 December 2023 the net asset value of Oxford Immunotec Asia Ltd. was zero resulting in an impairment of $75,000 for the period ending December 31, 2023. Oxford Immunotec USA Inc. business operations were transferred to Revvity Health Sciences in the US and net assets were exchanged for cash. The Oxford Immunotec USA entity will continue to be utilized for R&D and Certimmune lab costs in the short term. As at 31 December 2023 the net asset value of Oxford Immunotec USA Inc. was $23,073,761 resulting in an impairment of $61,118,239. The net asset value of the entity will continue to decrease in the future as we transfer the remaining R&D and Certimmune lab costs out of Oxford Immunotec USA Inc. to Revvity Health Sciences. The company will retain Oxford Immunotec Limited entity as a legal entity and conducted its annual impairment review of its investments using a discount rate of 11.5% and a long-term growth rate of 3% for the value in use calculation. There is significant headroom on this impairment review. Varying the discount rate by 1% would result in a variance in the valuation of subsidiaries by +/- $24,000,000. Varying the long-term growth rate by 1% would result in a variance of +/- $24,000,000. Neither change in the valuation would give rise to an impairment. The directors consider that 1% represents a reasonably possible change in the discount rate and growth rates. As at 31 December 2023, management were making arrangements for this post balance sheet reorganisation, though no commitment had been formalised until after the period end. However, it is concluded that conditions did exist at the reporting date resulting in impairment of these assets. The loss has, therefore, been recognised in the period.

OXFORD IMMUNOTEC GLOBAL LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

4. Debtors

31 December 2023 1 January 2023
£ £
Trade debtors 85,477 86,273
Other debtors 8
Total 85,477 86,281