IP Group Plc (IPO) 2003年年度報告「LSE」.pdf

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1、IP2IPO Group plcAnnual Report and AccountsFor the year ended 31 December 2003HighlightsFirst revenues:222,000(2002:nil).Losses reduced to 583,000(2002:1.56 million).Strong cash position:38.2 million(2002:4.39 million).Six new spin out companies formed in 2003 IP2IPO received equity stakes in each co

2、mpany.New partnership signed with Kings College London(“KCL”)in May 2003:25-year term covering the entire University.New partnership signed with the University of York in October 2003:25-year term relating to the Centre for Novel Agricultural Products.5 million seed capital fund reserved for investm

3、ents in spin outopportunities across the University of Oxford not just thoseoriginating within the Chemistry Department.Post year end HighlightsOffshore Hydrocarbon Mapping plc(“OHM”)floated on AIM on 11 March 2004.OHM raised more than 10 million via a placing at a placing price of 1.70 per share,va

4、luing the company at 49 million.IP2IPO sold shares at the time of OHMsflotation to realise proceeds of 1 million and currently holds10.42%of OHMs issued share capital.Formation of two new companies from within KCL Partnership in March 2004:Phonologica Limited and Proximagen Limited.On 5 March 2004,C

5、apsant Neurotechnologies,a company in which IP2IPO holds a significant equity stake,raised over 1 million via a private placing,capitalising the company at 4 million.1Chairmans Statement2Chief Executive Officers Review4Directors,Secretary and Advisors to the Company5Biographical Notes on Directors6D

6、irectors Report8Remuneration Report12Corporate Governance15Independent Auditors Report16Consolidated Profit and Loss Account17Consolidated Balance Sheet18Company Balance Sheet19Consolidated Cash Flow Statement20Notes to the Financial StatementsChairmans StatementBruce SmithIP2IPO Group plc(formerly

7、IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20031IP2IPOs business is the commercialisation of university intellectualproperty.A number of trends have combined to create a climate inwhich IP2IPO is ideally placed to bridge the gap between theuniversity and commercial se

8、ctors.There is now considerable momentum within the UK universities tofind effective ways of generating value from intellectual property.TheUK science base is extremely well regarded:UK scientists produce 8%of the worlds science papers and receive around 10%ofinternationally recognised scientific pr

9、izes.The public sectorinvestment in UK university research is approximately 2.5bn perannum and the UK government is committed to deriving economicbenefits from this.Universities themselves are turning to new ways ofgenerating income and increasingly view their intellectual propertyassets as a means

10、of achieving this.Individual academics have alsogrown increasingly aware of the benefits of transferring their researchfrom academia to the commercial sector.Against this general backdrop,IP2IPO has developed a uniquebusiness model,based on entering into long term partnerships withuniversities.Throu

11、gh these,IP2IPO has secured the rights tosignificant interests in spin outs and technology licences based on itspartners intellectual property.A partnership based approach meansthat IP2IPO works closely alongside its university partners to addcommercial and financial expertise and resources to their

12、 technologytransfer operations.This is a new way of combining public and privateresources within the university sector to create value from anextensive intellectual property asset base.IP2IPOs university partners employ over 5,000 researchers.Theseresearchers are typically engaged in highly innovati

13、ve research acrossa wide range of fields,in both life and physical sciences.We havebeen increasingly impressed with the high quality of the work beingundertaken by our university partners and the excellence of theirresearch teams,most of whom are led by world-leading academics.IP2IPOs business model

14、 is designed to enable IP2IPO to offer aunique combination of resources to its university partners.It is not thecompanys objective to undertake research and developmentactivities in-house.Similarly,IP2IPO does not manage a large portfolioof patents.Instead,IP2IPO assists its technology partners in t

15、heidentification and prioritisation of new opportunities,in developingstrategies for creating value from these,providing initial seed capitaland working with spin out companies to maximise their chances ofsuccess.This is the deployment of highly commercial skills in anacademic environment.For the ye

16、ar ending 31 December 2003,IP2IPOs turnover of222,000(183,000 of which was generated in the second half ofthe year)and loss of 583,000 were both in line with ourexpectations.In 2004 we aim to increase our turnover whilstcontinuing to maintain a careful control of operational costs and tobuild value

17、in IP2IPOs portfolio of investments in spin out companies.In view of the quality of research being carried out by our university partners,the Board is confident that the pipeline of new commercialisation operations will remain strong for theforeseeable future.2003 proved to be a landmark year for IP

18、2IPO.IP2IPOs flotation inOctober was extremely well received and I would like to express mythanks to all of IP2IPOs shareholders for their support at that timeand throughout the year.I look forward to a rewarding year ahead forboth our shareholders and university partners.Bruce SmithChairmanChief Ex

19、ecutive Officers ReviewDavid NorwoodIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20032IP2IPO expanded its operations significantly during the year.Yourcompany entered into two new university partnerships during 2003and acquired interests in six

20、 new spin out companies.In May 2003,IP2IPO raised 6.25 million via a private placing and in October2003,your company floated on the Alternative Investment Marketraising 31.5 million before expenses.At the year end,IP2IPOscash position was 38.2 million.With healthy cash reserves,fourexisting universi

21、ty partnerships and a promising portfolio of equitystakes in 16 companies at the year end,your company is extremelywell positioned.University partnershipsIP2IPOs partnership with the University of Oxford,entered into inDecember 2000,has a 15-year term and entitles the Company to50%of the University

22、of Oxfords equity in spin out companies basedon intellectual property created at the Universitys ChemistryDepartment and 50%of the University of Oxfords licence fees orroyalties derived from licensing intellectual property arising at theChemistry Department.In March 2002,IP2IPO entered into a partne

23、rship with the Universityof Southampton.The partnership,which covers the entire university,has a 25-year term.It(i)commits IP2IPO to invest 5 million in seedcapital in University of Southampton spin out companies over a fouryear period in return for equity stakes in those companies and(ii)commits IP

24、2IPO to provide technology commercialisation advice andexpertise to the university.As part of the partnership,IP2IPO receiveda 20%non-participating interest in Southampton Asset ManagementLimited,a company set up to hold the University of Southamptonsequity stakes in spin out companies formed since

25、thecommencement of the partnership.In May 2003,IP2IPO entered into a partnership with Kings CollegeLondon(“KCL”).The partnership with KCL has a term of 25-years andcovers the entire University.It(i)commits IP2IPO to invest 5 millionin seed capital in KCL spin out companies over a five year period in

26、return for equity stakes in those companies and(ii)commits IP2IPOto help identify and progress intellectual commercialisationopportunities and to supply a total of 250,000 over five years toaugment KCLs existing IP protection capabilities.As part of thepartnership,IP2IPO receives 20%of KCLs interest

27、 in spin outcompanies and technology licences.In October 2003,IP2IPO entered into a partnership with the Centrefor Novel Agricultural Products(“CNAP”),a department of theUniversity of York.A new company,Amaethon Limited,has beenformed to commercialise CNAPs research through the formation ofspin out

28、companies and technology licences.CNAP has grantedAmaethon Limited exclusive rights over CNAPs research for 25 years.The partnership commits IP2IPO to(i)invest 1.15 million over threeyears in Amaethon Limited in return for a one third equity stake in thecompany,(ii)invest 750k directly in spin out c

29、ompanies,in returnfor equity stakes in those companies and(iii)provide expertise andassistance to Amaethon Limited.2003 spin out companiesIP2IPO acquired equity stakes in the following spin out companies formed during 2003:IP2IPO%stake atCompanyDescription31 December 2003VASToxis a drug discovery co

30、mpany based on chemical genomics.The founder is Professor Steve Davies,(the founder of Oxford Asymmetry International Limited).20.0%HepCgenspecialises in developing diagnostic solutions and novel therapies for liver disorders.23.3%Nanotecturedevelops and markets a highly innovative nano-film with mu

31、ltiple commercial applications(including batteries,super-capacitors and bio-filtration).19.5%SynAIRgenis based on the world-leading expertise of Professor Stephen Holgate and his team in respiratory medicine.47.4%Stratophasedevelops opto-electronic waveguides and wavelength conversion technologies w

32、ith applications in materials processing,telecoms and data storage.22.0%ReOxis a drug development company based on the ground-breaking work of Professor Peter Ratcliffe and Professor Chris Schofield into the cellular response to oxygen.12.3%IP2IPO Group plc(formerly IP2IPO Group Limited)Annual Repor

33、t&Accounts for the year ended 31 December 20033Review of operations in 2003In 2003,IP2IPO generated modest revenues from the provision ofadvisory services and plans to build on this in 2004.IP2IPO hasadopted a low cost structure and employs nine professionals.Yourcompany is committed to a policy of

34、low fixed costs and has no plansto significantly increase the headcount of the team.IP2IPOs year end cash balance was 38.2 million.The Group hasentered into a commitment to invest seed capital of 5 million inUniversity of Southampton spin out companies,1.8 million of whichwas invested prior to the y

35、ear end,leaving an outstandingcommitment of 3.2 million.Similarly,the Group has committed toinvest seed capital of 5 million in KCL spin out companies,pursuantto its partnership with KCL.A further 250,000 is available towardsthe patenting protection costs of KCL.Under the terms of itspartnership wit

36、h the University of York,the Group has committed toinvest 767,000 in CNAP and Amaethon Limited.In addition,theCompany also has an opportunity to invest seed capital of 5 millionin spin out companies from across the University of Oxford.Excludingthese commitments,the Group has unallocated cash of 24.

37、0million.This will be used for investments in future opportunities andworking capital purposes.Outlook for 2004At the end of 2003,IP2IPO had a portfolio of equity stakes in 16university spin out companies.During 2004,your company will focuson driving value within its portfolio of spin out companies

38、and itspolicy of forming pro-active relationships with spin out companiesfrom its university partnerships will continue.The pipeline of newopportunities arising from IP2IPOs university partnerships isextremely robust and IP2IPO will carefully monitor the rate at whichnew spin out companies are added

39、 to the portfolio in order to balancethe resources of the company against the pool of prospects.On 11 March 2004,Offshore Hydrocarbon Mapping plc,formerlyknown as ACTIVEem Limited,a spin out company from the Universityof Southampton which has developed geophysical surveyingtechnology for the offshor

40、e oil industry,announced its flotation onthe Alternative Investment Market of the London Stock Exchange,raising 10.8 million at a placing price of 1.70 per share.At theplacing price,Offshore Hydrodcarbon Mapping plc was capitalised at49.3 million.Commensurate with the floatation,IP2IPOManagement Lim

41、ited sold 588,235 shares to realise gross proceedsof 1.0 million.David NorwoodChief Executive OfficerIP2IPO continues to hold equity stakes in the following companies,which were formed prior to 2003:IP2IPO%stake atCompanyDescription31 December 2003Capsant Neurotechnologiesdevelops novel targets and

42、drugs for central nervous system disorders such as stroke,trauma,epilepsy,Parkinsons and Alzheimers.28.0%Glycoformis developing drug-targeting techniques and improvements to protein-based therapies using carbohydrates.16.5%Inhiboxuses computational methods to predict and discover new candidates for

43、drugs.13.8%Novarcseeks to exploit intellectual property relating to the sprayforming of tools.30.8%Offshore Hydrocarbon Mapping,provides seismic surveying technology that detects the presenceformerly known as ACTIVEemof oil or gas under the sea surface without drilling wells.14.9%Pharminoxis a cance

44、r drug development company with a portfolio of platinum and quinol based candidates.22.0%Powerlaseis focused on the development of new solid state lasers for industrial applications.0.8%Southampton Polypeptidesis developing a range of peptide synthesis technologies for diagnostic and therapeutic use

45、.36.3%Toumazdesigns and develops analogue semiconductor architecture using standard fabrication techniques.6.2%Zyentiais a biopharmaceutical company focused on protein folding technologies to develop novel therapeutics for a range of diseases.17.8%Directors,Secretary and Advisors to the CompanyIP2IP

46、O Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20034Company registration number:4204490Registered office:59 St AldatesOxfordOX1 1STDirectors:Dr Bruce Gordon Smith,CBE(Non-executive Chairman)David Robert Norwood(Chief Executive Officer)John Quantrill D

47、avies(Chief Financial Officer)Dr Steven Koon Ching Lee(Director of Life Sciences)Andrew Nigel Wendover Beeson(Non-executive Director)Christopher Roger Ettrick Brooke(Non-executive Director)Harry Edward Fitzgibbons,CVO(Non-executive Director)Professor William Graham Richards,CBE(Non-executive Directo

48、r)Alexander Charles Wallace Snow(Non-executive Director)Secretary:Nigel Raymond GordonNominated advisor and broker:KBC Peel Hunt Ltd111 Old Broad StreetLondonEC2N 1PHRegistrars:Capita IRG plcThe Registry34 Beckenham RoadBeckenhamKentBR3 4TUBankers:Barclays Bank plcPO Box 85811 Wytham CourtOxfordOX2

49、0XPSolicitors:Masons30 Aylesbury StreetLondonEC1R 0ERPublic relations:Buchanan Communications Ltd107 CheapsideLondonEC2V 6DNAuditors:PricewaterhouseCoopers LLP9 Greyfriars RoadReadingBerkshireRG1 1JGBiographical Notes on DirectorsIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts

50、for the year ended 31 December 20035Dr Bruce Gordon Smith,CBENon-executive ChairmanBruce is Chairman of the Council of Smith Institute for IndustrialMathematics and System Engineering.He was the Chairman andmajority shareholder of Smith System Engineering Limited until 1997.Bruce is a fellow of the

51、Royal Academy of Engineering,the Institute ofElectrical Engineers and the Institute of Physics.He is Vice Chairmanof the Council of the University of Southampton,a Governor ofImperial College London and a Domus Fellow of St CatherinesCollege,University of Oxford.Bruce became a director of IP2IPO inS

52、eptember 2002.David Robert NorwoodChief Executive OfficerIn July 1999,David founded IndexIT Partnership Limited,a technologyadvisory boutique,which was acquired in March 2000 by BeesonGregory Group plc for 34 million.David was a director of BeesonGregory Group plc and was key to the origination of B

53、eeson Gregorys20 million partnership with the University of Oxford.David becamean executive director of Evolution following its merger with BeesonGregory Group plc in July 2002 and became a non-executive directorof Evolution in September 2003.John Quantrill Davies ACAChief Financial OfficerJohn was

54、Finance Director of IndexIT Partnership Limited withresponsibility for most of that companys internal operations.AfterBeeson Gregory Group plc acquired IndexIT Partnership Limited,Johns responsibility at Beeson Gregory Limited was to structure andcontrol private equity placings.Dr Steven Koon Ching

55、LeeDirector of Life SciencesSteven joined Beeson Gregory Limited as an Associate Director inApril 2001.Prior to this,he held a number of senior commercial andbusiness development roles with major UK biotech companies.Steven has worked for British Biotech,PA Consulting Group,Chiroscience and Datamoni

56、tor plc.Professor William Graham Richards,CBENon-executive DirectorGraham is Chairman of Chemistry in the University of Oxford.He wasthe scientific founder of Oxford Molecular Group plc and is a directorof the University of Oxford technology transfer company,Isis InnovationLimited.Graham became a di

57、rector of IP2IPO in December 2001.Andrew Nigel Wendover BeesonNon-executive DirectorIn 1989 Andrew founded Beeson Gregory as Chief Executive.Hebecame Chairman of Beeson Gregory Group plc in 2001 andEvolution in July 2002,following its merger with Beeson GregoryGroup plc.He retired from this position

58、 in January 2003.Andrewbecame a director of IP2IPO in May 2001.Christopher Roger Ettrick BrookeNon-executive DirectorRoger founded Candover Investments and built it into one of the UKsforemost venture capital businesses.He retired from Candover asChairman in May 1999.His previous directorships inclu

59、de,EMI,Beeson Gregory Group plc and Advent 2VCT.Roger was previouslyChairman of the Audit Commission.Roger became a director ofIP2IPO in December 2001.Harry Edward Fitzgibbons,CVONon-executive DirectorHarry is the founder and Managing Director of Top TechnologyVentures Limited,a London based venture

60、 capital company.Harrybecame a director of IP2IPO in October 2001.Alexander Charles Wallace SnowNon-executive DirectorAlex joined Evolution as Managing Director Capital Markets in 2000,after a period at Credit Suisse First Boston and Barclays de ZoeteWedd.He became Chief Executive of Evolution in Ma

61、rch 2001 and adirector of IP2IPO in July 2002.Directors ReportIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20036Report of the directorsThe directors present their report together with the audited financial statements for IP2IPO Group plc(the“Co

62、mpany”)and its subsidiaries(the“Group”)for the year ended 31 December 2003.This report includes the Corporate Governance Statement and Remuneration Reporton pages 8 to 14.Principal activities and business reviewIP2IPO Group plc acts as a holding company and does not trade.The Company has three subsi

63、diaries,IP2IPO Limited,IP2IPO ManagementLimited and IP2IPO Management II Limited,and the business of the Group is the commercialisation of intellectual property via the formationof long term partnerships with universities.The Groups objective in respect of its holding of fixed asset investments is t

64、o build a portfolio of equity interests in spin out companies basedon the intellectual property created by its university partners and to realise value from these equity stakes.The Group seeks to achieve thisobjective by working with its university partners to identify promising intellectual propert

65、y and to develop appropriate business plans for itscommercialisation,leading to the formation of spin out companies.The Group has procedures in place to monitor its fixed asset investmentsand,on a selective basis,provides business development services to certain spin out companies in which it has an

66、 interest.During 2003,six spin out companies were established in which the Group holds an equity stake as a result of the above partnerships:HepCgen Limited,Nanotecture Limited,ReOx Limited,Stratophase Limited,SynAIRgen Limited and VASTox Limited.Results and dividends During the period the Group mad

67、e an overall loss after taxation for the year ended 31 December 2003 of 583,000(2002:loss for the year1,559,000).The directors do not recommend the payment of a dividend(2002:Nil).DirectorsThe names of directors who held office for the whole of the year ended 31 December 2003 are as follows:Executiv

68、e directors:J Q DaviesS K C LeeD R NorwoodNon-executive directors:A N W BeesonC R E BrookeH E FitzgibbonsW G RichardsB G SmithA C W SnowDetails of the interests of directors in the share capital of the Company,together with details of share options granted to them,are set outin the Remuneration Repo

69、rt on pages 8 to 11.Directors ReportContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20037Substantial shareholdersIn addition to the directors beneficial interests shown on page 11,as at 12 March 2004 the Company had been advised of the fo

70、llowingshareholders with interests of 3%or more in its ordinary share capital.%Evolution Group plc40.6Barclays Capital Nominees(3)Limited9.8Morstan Nominees Limited9.1BNY(OCS)Nominees Limited6.9Nutraco Nominees Limited4.8Vidacos Nominees Limited3.8Change of nameThe Company was re-registered as publi

71、c limited company on 29 September 2003 and its name changed to IP2IPO Group plc.Share capitalThe authorised share capital of the Company was first increased by 5,000,000 ordinary shares of 10p each on 27 May 2003.The Companyissued 3,906,250 new ordinary shares with a par value of 10p at an issue pri

72、ce of 1.60 for cash on 27 May 2003 through a private placing.The authorised share capital of the Company was further increased by 55,000,000 on 7 October 2003.The Company issued a further11,450,000 ordinary shares with a par value of 10p at an issue price of 2.75 for cash on 15 October 2003 through

73、a public offering.TheCompany was admitted to the Alternative Investment Market(“AIM”)on 15 October 2003.Post balance sheet eventsSubsequent to the year end the Group has made further investments in spin out companies.Full details of all significant post balance eventsare set out in note 25 to the ac

74、counts.Payment of creditorsIt is the Groups current policy to establish payment terms with suppliers when agreeing terms of supply,to ensure that suppliers are madeaware of the terms of payment,and to adhere to those terms.The Groups average creditor payment period at 31 December 2003 was 40days(200

75、2:18 days).The Company has no trade creditors.Charitable and political donationsThe Group made no charitable or political donations during the year(2002:Nil).CashIt is the Groups current policy to place cash surplus to working capital requirements with reputable cash fund managers.The Group has nofo

76、reign currency deposits or other financial instruments.AuditorsThe auditors,PricewaterhouseCoopers LLP,have indicated their willingness to continue in office,and a resolution concerning theirreappointment will be proposed at the Annual General Meeting.By order of the BoardDavid NorwoodChief Executiv

77、e Officer17 March 2004Remuneration ReportIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20038This report has been prepared in compliance with the Listing Rules,the Combined Code and the Companies Act 1985(as amended by theDirectors Remuneration R

78、eport Regulations 2002).The Companys remuneration policy is the responsibility of the remuneration committee.This committee is chaired by Bruce Smith and also comprises Andrew Beeson and Harry Fitzgibbons.Each member of the committee isconsidered an independent director,and the committee is authoris

79、ed if it wishes to seek independent specialist services to provide informationand advice on remuneration at the Companys expense.The committee has specific responsibility for determining the remuneration and other benefits of executive directors,an overall policy inrespect of remuneration of other e

80、mployees of the Group,and establishing the Groups policy with respect to employee share option schemes.In determining executive remuneration packages of individual directors the remuneration committee takes account of the levels of experience,performance and responsibility of each director,and the r

81、emuneration packages for similar executive positions in companies it considers arecomparable.It also considers the remuneration packages offered within the Group as a whole.Remuneration policya)Executive remunerationThe Committee aims to ensure that the remuneration of executive directors is competi

82、tive,takes into account individual performance andprovides a package which is sufficiently dependent on achievement to motivate and incentivise the individual executive directors.Executiveremuneration currently comprises a base salary which is not performance related,an entitlement to private medica

83、l insurance,permanenthealth insurance,life assurance and pension contributions to individual money purchase schemes,and an executive bonus scheme.TheBoard believes that the interests of directors and shareholders are best aligned with a remuneration policy that provides a modest base salarythat is n

84、ot dependent on performance together with a discretionary bonus arrangement.Further details relating to bonus arrangements andpension contributions are detailed below:BonusesExecutive directors are eligible to receive specific bonuses at the discretion of the Remuneration Committee.Such payments do

85、not form partof pensionable earnings.In 2004,the Board has adopted a Company bonus scheme for the purposes of incentivising and retaining its staff.The executive directorswill be eligible to participate in this scheme,which is linked to the performance of the business as a whole.PensionsThe executiv

86、e directors are entitled to a contribution of annual salary which is paid directly into personal money purchase pension plans.Thiscontribution is capped at 12,000 per year for David Norwood and 10,500 per year for both John Davies and Steven Lee.Share optionsThe directors believe that the success of

87、 the Company depends to a high degree on the future performance of the management team.Accordingly the Company has entered into option agreements with its executive directors and employees through the Companys discretionaryunapproved share option scheme.Executive options are granted at the middle ma

88、rket price of the Companys shares on the date of grant,orin respect of options granted before the Companys shares were publicly traded,the directors best estimate of fair value at the date of grant,which was determined by reference to the price of the most recent share issue by the Company.Remunerat

89、ion ReportContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20039b)Non-executive remunerationEach of the non-executive directors receives a fixed fee for service,which covers preparation for and attendance at meetings of the full Boardand a

90、ll committees thereof.The non-executive directors are also reimbursed for all reasonable expenses incurred in attending these meetings.Non-executive directors are not entitled to participate in any of the Groups incentive schemes,including the share option scheme and bonusschemes.The executive direc

91、tors are responsible for setting the level of non-executive remuneration.c)Service contractsDavid Norwood has a service contract which commenced on 29 September 2003,and contains a contractual notice period of one year byeither party.John Davies and Steven Lee both have service contracts which comme

92、nced on 29 September 2003,and contain notice periodsof six months by either party.The contracts for executive directors do not provide any predetermined amounts of compensation in the eventof early termination.In the event of early termination,payments for loss of office would be determined by the R

93、emuneration Committee whowould take account of the particular circumstances of each case,including the unexpired term of the service contract.Each of the non-executive directors have service agreements which commenced on 29 September 2003.Each appointment is for three yearscommencing on the date of

94、their original appointment to the Board of the Company,except in the case of Bruce Smith which is for threeyears from 4 September 2003.The original appointment dates of the non-executive directors are as follows:Andrew Beeson11 June 2001Roger Brooke20 December 2001Harry Fitzgibbons25 October 2001Gra

95、ham Richards21 December 2001Alex Snow11 July 2002The non-executive service agreements are terminable on one months notice by either party,except in the case of Bruce Smith whoseagreement is terminable on three months notice by either party.In the event of early termination,payments for loss of offic

96、e for executive directors would be determined by the Remuneration Committee whowould take account of the particular circumstances of each case,including the unexpired term of the service contract.Executive directors may accept other outside non-executive appointments.Where an executive director acce

97、pts an appointment to the Boardof a company in which the Group is a shareholder,the Group retains the related fees.Fees earned for directorships in which the Group doesnot have a shareholding are retained by the director.Directors emoluments(audited)The following information has been audited by the

98、Companys auditors,PricewaterhouseCoopers LLP,as required by Schedule 7A to theCompanies Act 1985.Remuneration ReportContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200310The aggregate remuneration received by directors who served during t

99、he year,including remuneration paid through subsidiaries of theCompany,and including all remuneration paid by The Evolution Group plc and its subsidiaries up to 15 October 2003,was as follows:Total Total Total Total(inc.(excl.(inc.Base(excl.pension)pension)Pensionpension)salaryBonus(5)FeesBenefitspe

100、nsion)Pension20032002 20022002000000000000000000000000000000ExecutiveDavid Norwood(6)7848238561768John Davies(1)7425110011111711081Steven Lee(1)(7)742511001111118321Christopher Wright(2)10213115Non-executiveBruce Smith(8)14141422Andrew Beeson111111Roger Brooke111111Harry Fitzgibbons(3)11111155Graham

101、 Richards(4)1111111010Alexander SnowTotal226505863402536526933302(1)John Davies and Steven Lee were the highest paid directors during the year ended 31 December 2003.(2)Christopher Wright resigned as a director on 13 November 2002.From 14 November 2002,Christopher Wright has been employed as a membe

102、r of staff of IP2IPO Limited.(3)Fees are paid to Top Technology Ventures Limited for the services of Harry Fitzgibbons.(4)Fees were paid to Oxford University Consulting for the services of Graham Richards until 15 October 2003.From that date fees have been paid to Graham Richards directly.(5)Benefit

103、s in kind relate to the provision of private medical insurance and,for David Norwood,also includes payments relating to relocation costs.(6)Excludes any amounts received from,and borne solely by,The Evolution Group plc in the period since IP2IPO Group plc ceased to be a subsidiary.(7)Steven Lee was

104、appointed to the Board on 26 September 2002 and therefore the comparative amounts only include his remuneration from that date.(8)Bruce Smith was appointed to the Board on 11 September 2002 and therefore the comparative amounts only include his remuneration from that date.Directors interests in ordi

105、nary sharesThe directors,who held office at 31 December 2003 had the following interests in the ordinary shares of the Company:20032002NumberNumber of sharesof sharesAndrew Beeson40,000Roger Brooke31,250John Davies3,750Harry FitzgibbonsStephen LeeDavid Norwood363,636Graham Richards1,850Bruce Smith 3

106、4,625Alexander SnowThere has been no change in the interests set out above between 31 December 2003 and 17 March 2004.Directors options(audited)The following information has been audited by the Companys auditors,PricewaterhouseCoopers LLP,as required by Schedule 7A to theCompanies Act 1985.Remunerat

107、ion ReportContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200311The executive directors have the following interests in options over the shares of the Company under the Group share option scheme.No options have been exercised during the y

108、ear by any directors.At 1 Granted At 31 Exercise Earliest January during the December priceexercise Expiry Date of grant2003year2003(p)datedateDavid Norwood29.07.03(ii)250,000250,00016029.07.0428.07.137.10.03(iii)700,000700,0002757.10.046.10.13John Davies15.01.02(i)212,800212,8001412.08.0214.01.1229

109、.07.03(ii)100,000100,00016029.07.0428.07.13Steven Lee15.01.02(i)212,800212,8001412.08.0214.01.1229.07.03(ii)100,000100,00016029.07.0428.07.13(i)The right to exercise options vests in respect of one third of the award in August 2002,2003 and 2004.The vesting and exercise of the options is subject to

110、the relevantoption holder continuing to be an employee or director of a company in the same Group as the Company at the relevant time.There are no further performance criteria.(ii)The right to exercise options vests in respect of one third of the award in July 2004,2005 and 2006.The vesting and exer

111、cise of the options is subject to the relevantoption holder continuing to be an employee or director of a company in the same Group as the Company at the relevant time.There are no further performance criteria.(iii)The right to exercise options vests as follows:on the first anniversary,up to 100,000

112、 ordinary shares;on the second anniversary,up to 200,000 ordinary shares andon the third anniversary,up to 400,000 ordinary shares.Vesting is conditional upon David Norwood holding an office or being employed by the Group,and the amountof options that vest in each period is further conditional on th

113、e achievement of targets related to growth in turnover and growth in share price.In the first year theweighting attached to each of these performance criteria is equal,and for all of the options to vest the Company must achieve 100%growth in turnover and 50%growthin the share price.In subsequent yea

114、rs the relative weighting of each of the performance criteria is subject to review by the Board.The middle market price of the ordinary shares on 31 December 2003 was 325 pence.The high and low market prices during the year were350 pence and 314 pence respectively.The subscription price of the share

115、s offered at the initial public offering was 275 pence.Apart from the interests disclosed above,none of the directors had any interest at any time during the year ended 31 December 2003 in theshare capital of the Company or its subsidiaries.However,certain directors hold interests in the shares of s

116、pin out companies that the Grouphas an equity interest in.Details of these interests are disclosed in note 26 of the financial statements.Performance graphThe chart below shows the shareholder return performance over the period from 15 October 2003 when the Companys shares were firstpublicly traded

117、on the Alternative Investment Market(“AIM”)through to 31 December 2003,alongside the performance of the FTSE AIM all-share index.The directors have selected the FTSE AIM all-share index as,in their opinion,this comprises the most relevant equity index ofwhich the Company is a member against which th

118、e total shareholder return of IP2IPO Group plc should be measured.By order of the BoardDr Bruce SmithChairman of the Remuneration Committee17 March 200413012512011511010510095908580October 2003November 2003Rebased indexDecember 2003IP2IPO Group plcAIM all shareSource:Datastream15 OctoberCorporate Go

119、vernanceIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200312The Board supports the principles of corporate governance advocated by The Principles of Good Governance and Code of Best Practice(theCombined Code)issued by the Financial Services Auth

120、ority.The Company applied the principles of the Combined Code since the date atwhich its shares were listed on the Alternative Investment Market(“AIM”),as indicated below.The BoardThe Groups business is managed by the Board of directors.The full Board meets regularly,and met a total of eleven times

121、during 2003.Adiscussion of current and future performance and strategy is included on the agenda for each meeting.In addition,the Board has a scheduleof matters reserved for its decision,which includes,but is not restricted to,the approval of interim and annual accounts,major investmentsand disposal

122、s,budgets and long term plans,litigation,and executive remuneration and appointments.Each Board member receives monthly management accounts including a review and analysis of performance against budget and otherforecasts.Directors are sent an agenda and a full set of Board papers for each agenda ite

123、m to be discussed at the meeting.Additionalinformation is provided as appropriate.The Board currently consists of nine directors,six of whom are non-executive.Their names are set out on page 5.The Company has a non-executive Chairman,who is also considered to be the senior independent non-executive

124、director.The Board believe that this arrangement isappropriate given the size of the Group but recognise that this is not in compliance with the Combined Code.The Company has a separateChief Executive Officer.All of the non-executive directors are considered by the board to be free from any business

125、 or other relationship thatcould materially impact their independent judgement,with the exception of Alex Snow who is Chief Executive Officer of The Evolution Groupplc,the largest single shareholder of the Company at 31 December 2003.The non-executive directors receive a fixed fee for their services

126、and the reimbursement of reasonable expenses incurred in attending meetings.There is an agreed procedure for directors to take independent professional advice at the Companys expense.In addition,every director hasdirect access to the impartial advice of the Company Secretary.The Company Secretary is

127、 responsible for ensuring that Board procedures andapplicable rules and regulations are followed.Directors are entitled to make de minimis investments in spin out companies under the university partnerships in the event that following aproposal to invest by the Group in the spin out company,that spi

128、n out company has a requirement for further funds.Details of theseinvestments are set out in note 26 to the financial statements.While the Board retains overall responsibility for the Company,the day to day management of the business is conducted by the executivedirectors.In addition,in accordance w

129、ith best practice,the Board has established Audit,Nomination and Remuneration Committees withwritten terms of reference for each that set out their duties and authority.AttendanceThe directors attended each Board meeting held during the year,with the following exceptions:David Norwood was absent fro

130、m the Januaryand June Board meetings;John Davies was absent from the May Board meeting;Bruce Smith was absent from the March and June Boardmeetings;Alex Snow was absent from the January and May Board meetings;Roger Brooke was absent from the January and February Boardmeetings;Harry Fitzgibbons was a

131、bsent from the January and November Board meetings;Graham Richards was absent from the February,June and July Board meetings and Andrew Beeson was absent from the January Board meeting.Committees of the BoardAudit CommitteeThe Audit Committee was established in October 2003 and has met twice in 2003

132、.It will meet at least three times a year going forward.Thecommittee comprises Roger Brooke(Chairman),Bruce Smith and Andrew Beeson.Both meetings during 2003 were attended by all threemembers of the committee,except the meeting in November at which Bruce Smith was unable to attend.The Auditors and C

133、hief FinancialOfficer attend the meetings by invitation.The Audit Committee examines and reviews internal controls,together with accounting policies andpractices,the form and context of financial reports and statements and general matters raised by the Auditors.It reviews the interim financialinform

134、ation and annual accounts before they are submitted to the Board.In addition the Audit Committee makes recommendations to theBoard regarding the appointment of the external Auditors,reviews their independence and objectivity,and monitors the scope and results ofthe audit.The Audit Committee is also

135、responsible for agreeing the level of audit fees and monitoring the provision of non audit servicesprovided by the Groups Auditors.Corporate GovernanceContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200313Remuneration CommitteeThe Remuner

136、ation Committee was established in October 2003 and meets as and when required.It comprises Bruce Smith(Chairman),Andrew Beeson and Harry Fitzgibbons.One meeting was held in 2003 at which all members attended.The Committees objective is to developremuneration packages for executive directors that en

137、able the Group to attract,retain and motivate executives of the appropriate calibrewithout paying more than is necessary.No director is involved in deciding his or her remuneration.The Boards policy on executiveremuneration and the details of executive directors individual remuneration packages are

138、fixed by the Committee or the Board.Full details ofthe directors remuneration are set out in the Remuneration Report on pages 8 to 11.Nomination CommitteeThe Nomination Committee was established in October 2003 and meets as and when required.There were no meetings in 2003.It considersthe appointment

139、 of both executive and non-executive directors.It comprises Bruce Smith(Chairman),David Norwood,Harry Fitzgibbons andAlex Snow.The Combined Code stipulates that the Nomination Committee should comprise a majority of independent non-executive directors.The Board believe that is appropriate that David

140、 Norwood and Alex Snow,both considered to be not independent,are members of theNominations Committee.The Board acknowledge that this is not compliant with the Combined Code.For future appointments to the Board,the Nomination Committee will consider candidates at the request of the Board.They also ad

141、vise the Board on matters generally relating toBoard appointments.All directors are required to submit themselves for re-election by the shareholders at the Companys Annual General Meeting following theirfirst appointment and thereafter at least every three years.Notwithstanding this,at least one th

142、ird of all the directors must submit themselvesfor re-election each year.At the forthcoming Annual General Meeting David Norwood,John Davies and Roger Brooke will submit themselvesfor re-election.Internal controlThe Board is responsible for establishing and monitoring internal control systems,and fo

143、r reviewing the effectiveness of these systems.TheBoard views the effective operation of a rigorous system of internal control as critical to the success of the Group,however it recognises thatsuch systems can provide only reasonable and not absolute assurance against material misstatement or loss.T

144、he key elements of the Groupsinternal control system are as follows:Control environmentThe Group has a clear organisational structure with defined responsibilities and accountabilities.It adopts the highest values surroundingquality,integrity and ethics,and these values are documented and communicat

145、ed clearly throughout the whole organisation.Identification and evaluation of risksThe Board actively identifies and evaluates the risks inherent in the business,and ensures that appropriate controls and procedures are inplace to manage these risks.Specifically,all decisions relating to strategic pa

146、rtnerships entered into by the Group are reserved for the Boardsreview.The Board formally reviews the performance of university partnerships and equity investments on a quarterly basis,althoughperformance of specific investments may be reviewed more frequently if deemed appropriate.Information and f

147、inancial reporting systemsThe Board approves the annual operating budgets,and each month receives details of actual performance measured against the budget.Control proceduresDetailed written policies and procedures have been established covering key financial operating and compliance risk areas.Thes

148、e will be reviewedand updated at least annually by the Board.Due to the nature of the Groups operations and its size,the Board considers that there is no currentrequirement for an internal audit function,although it will continue to review the requirement for such a function on a periodic basis.Perf

149、ormance evaluationThe performance of the Chairman and each director is formally evaluated on an annual basis.The non-executives meet annually,and wheneverdeemed necessary,to appraise the Chairmans performance in the absence of the Chairman.The first meeting is due to take place in May2004.The perfor

150、mance of non-executive directors,other than the Chairman,is reviewed by the Chairman and executive directors on anannual basis.The first meeting is due to take place in May 2004.The performance of executive directors is reviewed by the Board,as deemednecessary,in the absence of the executive directo

151、r under review.Corporate GovernanceContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200314Relations with shareholdersThe Company is committed to constructive dialogue with its shareholders.The Company uses the Annual General Meeting as an

152、opportunityto communicate with its shareholders.Notice of the Annual General Meeting,which will be held at 11am on 5 May 2004 at BuchananCommunications,107 Cheapside,London,EC2V 6DN,is enclosed with this report.In line with the Combined Code the notice of the AGM issent to shareholders at least 20 w

153、orking days before the meeting.Details of the resolutions and explanatory notes thereon are included withthe Notice along with a proxy form for members of the Company unable to attend.The Groups website()is the primary source of information on the Group.This includes overview of the activities of th

154、e Group,key university partnership agreements and details of all recent Group announcements.Statement of complianceThe directors are satisfied that,with the exception of those areas indicated above,the Company has complied with the Code provisions setout in section 1 of the Combined Code from 15 Oct

155、ober 2003,being the date at which the Companys shares were listed on the AlternativeInvestment Market(“AIM”)to the end of the accounting period.Directors responsibilitiesCompany law requires the directors to prepare financial statements for each year that give a true and fair view of the state of af

156、fairs of theCompany and the Group and of the profit or loss of the Group for that period.The directors confirm that suitable accounting policies have been used and applied consistently and that reasonable and prudent judgementsand estimates have been made in preparing the financial statements for th

157、e year ended 31 December 2003.The directors also confirm thatapplicable accounting standards have been followed.The directors are also responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financialposition of the Company and the Group and enable th

158、em to ensure that the financial statements comply with the Companies Act 1985.Theyare also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention anddetection of fraud and other irregularities.The directors are also responsible f

159、or the maintenance and integrity of the IP2IPO Group plc website.The uncertainty regarding legalrequirements in this regard is compounded as the information published on the internet is accessible in many countries with different legalrequirements relating to the preparation and dissemination of fin

160、ancial statements.Going concernThe directors confirm that they have a reasonable expectation that the Group will have adequate resources to continue in operational existencefor the foreseeable future,and accordingly they continue to adopt the going concern basis in preparing the financial statements

161、.By order of the BoardJohn DaviesChief Financial Officer17 March 2004Independent Auditors Report to the Members of IP2IPO Group plcIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200315We have audited the financial statements which comprise the co

162、nsolidated profit and loss account,the balance sheets,the consolidated cashflow statement and the related notes.We have also audited the disclosures required by part 3 of Schedule 7A to the Companies Act 1985contained in the directors remuneration report(“the auditable part”).Respective responsibili

163、ties of directors and AuditorsThe directors responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom lawand accounting standards are set out in the statement of directors responsibilities.The directors are also responsible for prepari

164、ng thedirectors remuneration report.Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United KingdomAuditing Standards issued by the Auditing Practices Board.This report,including the opinion,has been prepared for and only for t

165、heCompanys members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose.We do not,in givingthis opinion,accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose handsit may come save where expressly

166、 agreed by our prior consent in writing.We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and theauditable part of the directors remuneration report have been properly prepared in accordance with the Companies Act 1985.

167、We also reportto you if,in our opinion,the directors report is not consistent with the financial statements,if the Company has not kept proper accountingrecords,if we have not received all the information and explanations we require for our audit,or if information specified by law regardingdirectors

168、 remuneration and transactions is not disclosed.We read the other information contained in the annual report and consider the implications for our report if we become aware of any apparentmisstatements or material inconsistencies with the financial statements.The other information comprises only the

169、 unaudited part of theremuneration report,the chairmans statement,the chief executive officers review and the corporate governance statement.We also,at the request of the directors(because the company applies the Financial Services Authority listing rules as if it were a listedcompany),review whethe

170、r the corporate governance statement reflects the Companys compliance with the seven provisions of the CombinedCode specified by the Financial Services Authority for review by auditors of listed companies,and we report if it does not.We are not requiredto consider whether the boards statements on in

171、ternal control cover all risks and controls,or to form an opinion on the effectiveness of thecompanys corporate governance procedures or its risk and control procedures.Basis of audit opinionWe conducted our audit in accordance with auditing standards issued by the Auditing Practices Board.An audit

172、includes examination,on atest basis,of evidence relevant to the amounts and disclosures in the financial statements.It also includes an assessment of the significantestimates and judgements made by the directors in the preparation of the financial statements,and of whether the accounting policies ar

173、eappropriate to the companys circumstances,consistently applied and adequately disclosed.We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us withsufficient evidence to give reasonable assurance that the financia

174、l statements are free from material misstatement,whether caused by fraud orother irregularity or error.In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.OpinionIn our opinion:the financial statements give a true and fair view

175、 of the state of affairs of the Company and the Group at 31 December 2003 and of theloss and cash flows of the Group for the year then ended;the financial statements have been properly prepared in accordance with the Companies Act 1985;and those parts of the directors remuneration report required by

176、 Part 3 of Schedule 7A to the Companies Act 1985 have been properly preparedin accordance with the Companies Act 1985.PricewaterhouseCoopers LLPChartered Accountants and Registered AuditorsReading17 March 2004Consolidated Profit and Loss AccountFor the year ended 31 December 2003IP2IPO Group plc(for

177、merly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20031620032002Note000000Turnover2222Administrative expensesProvision against fixed asset investments13(109)(1,537)Other(1,170)(845)Total(1,279)(2,382)Other operating income3650Operating loss(1,057)(1,732)Interest receiv

178、able and similar income7474173Loss on ordinary activities before taxation2,4(583)(1,559)Tax on loss on ordinary activities8Loss on ordinary activities after taxation19(583)(1,559)Basic and diluted loss per ordinary share9(1.9p)(6.3p)There is no difference between the loss on ordinary activities befo

179、re taxation and the loss for the years stated above,and their historicalcost equivalents.All results arise from continuing activities.There are no recognised gains and losses other than the losses above and therefore no separate statement of total recognised gains andlosses has been presented.Consol

180、idated Balance Sheet As at 31 December 2003IP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20031720032002Note000000Fixed assetsIntangible fixed assets1112Tangible fixed assets122747InvestmentsEquity rights1317,55618,056Equity investments135,8042,8

181、4923,36020,90523,39920,952Current assetsDebtors1417047Cash at bank and in hand38,2454,38838,4154,435Creditors:Amounts falling due within one year15(774)(73)Net current assets37,6414,362Total assets less current liabilities 61,04025,314Creditors:Amounts falling due after more than one year16(383)Net

182、assets60,65725,314Capital and reservesCalled up share capital184,0642,528Share premium account1958,97224,582Profit and loss account(deficit)19(2,379)(1,796)Total equity shareholders funds2060,65725,314The financial statements on pages 16 to 34 were approved by the Board of directors on 17 March 2004

183、 and were signed on its behalf by:Bruce SmithJohn DaviesChairmanDirectorCompany Balance Sheet As at 31 December 2003IP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20031820032002Note000000Fixed assetsInvestment in subsidiary undertakings134,000Loa

184、ns to subsidiary undertakings1359,03627,110Net assets63,03627,110Capital and reservesCalled up share capital184,0642,528Share premium account1958,97224,582Profit and loss account19Total equity shareholders funds63,03627,110The financial statements on pages 16 to 34 were approved by the Board of dire

185、ctors on 17 March 2004 and were signed on its behalf by:Bruce SmithJohn DaviesChairmanDirectorConsolidated Cash Flow StatementFor the year ended 31 December 2003IP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20031920032002Note000000Net cash outfl

186、ow from operating activities21(708)(770)Returns on investments and servicing of financeInterest received474173Net cash inflow from returns on investment and servicing of finance474173Taxation89Capital expenditure and financial investmentPurchase of intangible fixed assets(12)Purchase of tangible fix

187、ed assets(5)(50)Purchase of fixed asset investments(1,818)(557)Net cash outflow from capital expenditure and financial investments(1,835)(607)Net cash outflow before financing(2,069)(1,115)FinancingIssue of ordinary shares37,7383,000Share issue costs(1,812)(96)Net cash inflow from financing35,9262,9

188、04Increase in cash 2133,8571,789Notes to the Financial StatementsIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 2003201.Accounting policiesBasis of preparation The financial statements have been prepared under the historical cost convention,in ac

189、cordance with the Companies Act 1985 and applicableaccounting standards.A summary of the more important accounting policies which have been applied consistently throughout the year is setout below.Basis of consolidationThe Groups consolidated financial statements comprise the financial statements of

190、 the Company and all its subsidiary undertakings made upto the end of the financial year.Intercompany transactions are eliminated on consolidation and the consolidated accounts reflect externaltransactions only.The directors consider that in general the Groups equity investments do not fall within t

191、he Companies Act 1985 definition of associatedundertakings,on the basis that the Group does not exercise significant influence over the operating and financial policies of the investees.The Companies Act 1985 requires investments where there is significant influence to be treated as associated under

192、takings and to beaccounted for using the equity method of accounting.The directors consider that as these equity investments are held as part of the Groups portfolio with a view to the ultimate realisation ofcapital gains,equity accounting would not give a true and fair view of the Groups interest i

193、n these investments.Accordingly these investmentshave not been equity accounted for in the Group accounts.This treatment is in accordance with the accounting for venture capital andinvestment trusts as laid out in Financial Reporting Standard(“FRS”)9 Associates and Joint Ventures.The effect of this

194、departure on the financial statements is disclosed in note 13.TurnoverTurnover,comprising fees for various advisory services is recognised in the profit and loss account when the related services are performedand when considered recoverable.All turnover is generated within the United Kingdom and is

195、stated exclusive of value added tax.Intangible fixed assets intellectual property rightsIntangible fixed assets are stated at historical cost less amortisation and provision for any impairment.Historical cost comprises the purchaseprice together with any incidental costs of acquisition.Amortisation

196、is calculated so as to write off the cost of intangible fixed assets on astraight line basis over their expected useful economic lives.In the case of intellectual property rights this period is considered to be the expiryof the related patents,which is twenty years.Tangible fixed assets Tangible fix

197、ed assets are stated at historical cost less depreciation and provision for any impairment.Historical cost comprises the purchaseprice together with any incidental costs of acquisition.Depreciation is calculated so as to write off the cost,less estimated residual values,of tangible fixed assets on a

198、 straight line basis over their expected useful economic lives.The annual depreciation charge is based on thefollowing expected useful economic lives:Fixtures and fittings Over 3 to 5 yearsComputer equipmentOver 3 to 5 yearsEquity rights and acquisition costsEquity rights represent sums paid to the

199、University of Oxford between December 2000 and June 2001.The equity rights are only realised bythe receipt of shares in spin-out companies from the University of Oxford chemistry department.Accordingly,the equity rights are held at cost,less any reduction on account of the acquisition of the interes

200、ts in spin out companies,less any impairment in value.Equity rights are treated in the balance sheet as a financial asset.Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 2003211.Accounting policies continu

201、edThe directors review the carrying value of the University of Oxford chemistry department equity rights at each period end by reference to therate at which relevant spin out companies are created,the pipeline of future opportunities at the time,historic cost of the Groups interest insuch spin out c

202、ompanies,overall market conditions and the remaining life of the Partnership.The acquisition costs comprise related costs to secure the equity rights and other university Partnership arrangements.These costs areamortised over the life of the Partnership,or in respect of the University of Oxford Part

203、nership,the shorter of the Partnership period and theperiod over which the equity rights are realised.The life of the Partnership with the University of Oxford is 15 years.The lives of the partnerships with the University of Southampton,Universityof York and Kings College London are all 25 years.Equ

204、ity investmentsEquity investments are stated at historic cost less provision for impairment in value,and are held for long term investment purposes.Provisions are based upon an assessment of events or changes in circumstances that indicate that an impairment has occurred such as theperformance and/o

205、r prospects(including the financial prospects)of the investee company being significantly below the expectations on whichthe investment was based,a significant adverse change in the markets in which the investee company operates or a deterioration in generalmarket conditions.Pension commitmentsThe G

206、roup makes defined contributions to employees approved personal pension plans.Contributions are charged to the profit and lossaccount in the period in which payments are payable to the pension funds.Operating leasesCosts in respect of operating leases,where substantially all the benefits and risks o

207、f ownerships remain with the lessor,are charged to theprofit and loss account on a straight line basis over the lease term.Deferred taxProvision is made in full for deferred tax liabilities that arise from timing differences where transactions or events,that result in an obligationto pay more tax in

208、 the future,have occurred by the balance sheet date.Deferred tax assets are recognised to the extent that it is consideredmore likely than not that they will be recoverable.Deferred tax is measured at the average tax rates that are expected to apply in the periodsin which the timing differences are

209、expected to reverse based on the tax rates and laws that have been enacted or substantially enacted bythe balance sheet date.Deferred tax assets and liabilities are not discounted.Financial instrumentsCurrently the Group does not enter into derivative financial instruments.Financial assets and finan

210、cial liabilities are recognised and cease tobe recognised on the basis of when the related titles pass to or from the Group.Financial assets are stated at the lower of cost to the Group,less provision for amortisation and impairment.Related party transactionsIn accordance with FRS 8,“Related Party D

211、isclosures”,the Company discloses details of material transactions between the reporting entityand related parties.However,transactions between the Company and other Group companies have not been disclosed in accordance withthe exemption in FRS 8 paragraph 3(a).Notes to the Financial StatementsConti

212、nuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 2003222.Turnover and loss on ordinary activities before taxationThe Groups turnover and loss on ordinary activities before taxation are derived entirely from its principal activity within the Uni

213、ted Kingdom.3.Other operating income20032002000000Waiver of loan650The waiver relates to the waiver of a loan between the Group and Evolution Beeson Gregory Limited(formerly Beeson Gregory Limited).Thebalance of 650,000 was waived in accordance with a Deed of Waiver on 31 December 2002.The loan had

214、originally been made to fund acontingent commitment to provide further funding to an investment in Novarc Limited that existed when the Group acquired its interest in NovarcLimited from Beeson Gregory Technology Investments Limited.Following the payment of 650,000 to Novarc Limited this investment w

215、as fullywritten down in the year ended 31 December 2002 and Evolution Beeson Gregory Limited agreed to waive the original loan to the Group.4.Loss on ordinary activities before taxation20032002000000Loss on ordinary activities before taxation is stated after charging:Depreciation of tangible fixed a

216、ssets2523Amortisation of acquisition costs2018Provision against fixed asset investments1091,537Auditors remuneration audit services(company:5,000(2002:nil)358Auditors remuneration non audit services10Operating lease charges leasehold properties2311In addition to the above amounts,the Group paid its

217、auditors 232,000(2002:nil)in relation to non-audit services relating to workundertaken as reporting accountants in respect of the Admission to AIM and Placing undertaken during the year.These expenses have beentaken to the share premium account.5.Directors emolumentsIn respect of directors remunerat

218、ion,the Company has taken advantage of the permission in paragraph 1(6)of Schedule 6 to the CompaniesAct 1985 to omit aggregate information that is capable of being ascertained from the detailed disclosures in the report of the remunerationcommittee on pages 8 to 11 which form part of these financia

219、l statements.20032002000000Aggregate emoluments340269Company pension contribution to money purchase schemes2533Total365302The company pension contributions during the year are in respect of three directors(2002:four directors).6.EmployeesThe average monthly number of persons(including executive dire

220、ctors)employed by the Group during the year was 8 all of whom were involvedin management and administration activities(2002:6 employees).Total staff costs for the year were as follows:20032002000000Wages and salaries511449Social security costs6251Pension costs4464617564Notes to the Financial Stateme

221、ntsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 2003237.Interest receivable and similar income20032002000000Bank interest receivable4741738.Tax on loss on ordinary activities20032002000000Current tax:Group relief receivable1Deferred ta

222、x:Current year movement(1)Tax on loss on ordinary activitiesThe tax assessed for the year is higher than the standard rate of corporation tax in the UK(30%).Factors affecting the current tax charge for the year are explained below:20032002000000Loss on ordinary activities before tax(583)(1,559)Loss

223、on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30%(2002:30%)(175)(468)Effects of:Costs not deductible for tax purposes11461Non taxable income(195)Capital allowances in excess of depreciation42Group relief surrendered(not paid)201Losses carried forward to futur

224、e periods127Other short term timing differences33Current tax charge 1There is a potential deferred tax asset at 31 December 2003 of 1,091,000(2002:462,000),relating to accelerated capital allowancesand provisions against investments.This asset has not been recognised in the financial statements due

225、to current uncertainties surroundingthe reversal of the underlying timing differences.The deferred tax asset would be recovered if there were future taxable profits from which thereversal of the underlying timing could be deducted.9.Basic and diluted loss per ordinary shareThe basic loss per share h

226、as been calculated by dividing the loss for the year of 583,000(2002:1,559,000)by the weighted averagenumber of shares of 30,031,187 in issue during the year(2002:24,738,139).The Group had no dilutive potential ordinary shares in either the current year or preceding years which would serve to increa

227、se the loss perordinary share.There is therefore no difference between the loss per ordinary share and the diluted loss per ordinary share in either the currentor preceding year.10.Result/profit for the financial periodAs permitted by section 230 of the Companies Act 1985,the Companys profit and los

228、s account has not been included in these financialstatements.The Companys result for the financial year was nil(2002:profit of 237,000).Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20032411.Intangible f

229、ixed assetsIntellectualproperty rightsTotalGroup000000CostAt 1 January 2003Additions1212At 31 December 20031212Aggregate amortisationAt 1 January 2003 and 31 December 2003Net book valueAt 31 December 20031212At 31 December 2002The rights over intellectual property to which the intangible fixed asset

230、s relate were acquired in December 2003 and accordingly no chargefor amortisation has been made in the current year.12.Tangible fixed assetsComputerFixturesequipmentand fittingsTotalGroup000000000CostAt 1 January 2003582078Additions55At 31 December 2003632083Accumulated depreciationAt 1 January 2003

231、27431Charge for the year19625At 31 December 2003461056Net book valueAt 31 December 2003171027At 31 December 2002311647Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20032513.Fixed asset investmentsEquity

232、rightsOxfordUniversitychemistry department Acquisitionequity rightscostsTotalGroup000000000CostAt 1 January 200317,80628418,090Investment in spin out companies(550)(550)Additions7070At 31 December 200317,25635417,610Aggregate amortisation of acquisition costsAt 1 January 2003(34)(34)Charge for the y

233、ear(20)(20)At 31 December 2003(54)(54)Net book valueAt 31 December 200317,25630017,556At 31 December 200217,80625018,056The University of Oxford chemistry department equity rightsThe Group has the right to 50%of The University of Oxfords shareholdings in companies spun out of its chemistry departmen

234、t for 15 yearsup to 2015,at a price equivalent to that subscribed by external investors.It also has the right to 50%of the royalties due to the Universityof Oxford under licences generated by the chemistry department entered into during the same period.This agreement was signed in December 2000 and

235、the equity rights remaining at the year end of 17.3 million will only be realised by thereceipt of shares in spin out companies from the University of Oxford chemistry department.In the event that the equity rights are fully realisedprior to November 2015,then the Group will be entitled to acquire t

236、he shares in spin out companies from the chemistry department to whichit is entitled under the terms of the agreement at par value.In the event that the value of shares received in spin out companies is insufficientto utilise the full 17.3 million by March 2016 the asset will be written off.Realisat

237、ion of the equity rights in the way described above,depends upon:The availability and quality of research from the chemistry department at the University of Oxford,which will provide a continued pipeline ofIP spin out opportunities from the University of Oxford chemistry department over the remainin

238、g period of the agreement to March 2016;The valuation and volume of successful IP spin out opportunities arising from the chemistry department,which will allow the utilisation ofthe equity rights within the remaining time frame of the agreement;Market conditions in general including the availability

239、 of external funds to invest in the spin out companies,which will be largely dependentupon the appetite for investment in the life science and other sectors;and,The availability and skill of IP2IPO staff to negotiate with the academics and the University of Oxford to successfully convert the IPoppor

240、tunities to spin out companies.There is no certainty that individual spin out companies will prove to be successful or generate a return on investment for the Group.The directors have reviewed the carrying value of the equity rights at 31 December 2003.Based on the rate at which spin out companiesfr

241、om the University of Oxford chemistry department have been created to date,the remaining life of the partnership,the rate at which spinout companies from the University of Oxford chemistry department are anticipated to be created in the future,the size of the Groups stakein such companies and the co

242、ntinued prestige of the department of chemistry,the directors continue to believe that the equity rights will berealised in full.Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20032613.Fixed asset investm

243、ents continuedAcquisition costsThe acquisition costs comprise related costs to secure the equity rights and other university partnerships.These costs are amortised over thelife of the partnership,or in respect of the University of Oxford partnership,the shorter of the life of the partnership and the

244、 period in whichthe equity rights are realised.The life of the Partnership with the University of Oxford is 15 years.The lives of the partnerships with the University of Southampton,Universityof York and Kings College London are all 25 years.Equity investmentsUniversity of University of Other Oxford

245、Amaethon Southamptonuniversityspin outsLimitedspin outsspin outsTotalGroup000000000000000CostAt 1 January 20032,0915201,7754,386Investment in spin out companies5811,1501,282513,064At 31 December 20032,6721,1501,8021,8267,450Provision for impairment At 1 January 20031,5371,537Charge for the year10910

246、9At 31 December 20031,6461,646Net book valuesAt 31 December 20032,6721,1501,8021805,804At 31 December 20022,0915202382,849University of Oxford spin outsDuring the year ended 31 December 2003,there were investments in the University of Oxford spin out companies with a value of 581,000,being an invest

247、ment in ReOx Limited valued at 556,000 and an investment in VASTox Limited of 25,000.At the year end the directors have undertaken a review of the carrying values of all these investments and concluded that there is no indicationof impairment.University of Southampton spin outsUnder the terms of the

248、 partnership with the University of Southampton the Group owns a 20%interest in the share capital of SouthamptonAsset Management Limited(the remaining shares in which are owned by the University of Southampton).The purpose of Southampton AssetManagement Limited is to hold the University of Southampt

249、ons equity interests in spin out companies.The Groups interest in SouthamptonAsset Management Limited results in the Group receiving a directly owned stake in spin out companies equivalent to 20%of the stake towhich Southampton Asset Management Limited is entitled.These equity interests in spin out

250、companies are acquired by the Group at a priceper share equal to par value and as such do not represent material amounts in the financial statements.The Group has no participatinginfluence in Southampton Asset Management Limited.In addition the Group has committed to invest up to 5 million directly

251、in spin out companies from the University of Southampton in returnfor direct equity interests in these companies.During the year ended 31 December 2003,the Group made investments in HepCgen Limited,Nanotecture Limited,Southampton Polypeptides Limited,Stratophase Limited and SynAIRgen Limited under t

252、his agreement with a total valueof 1,282,000.At the year end the directors have undertaken a review of the carrying values of these investments and concluded that there is no indicationof impairment.Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Repor

253、t&Accounts for the year ended 31 December 20032713.Fixed asset investments continuedAmaethon LimitedUnder the terms of the partnership with the Centre for Novel Agricultural Products(“CNAP”),a specialist division of the University of York,acommercialisation company,Amaethon Limited,has been set up w

254、hich will hold all the University of Yorks interest in spin out companies andlicenses based on CNAPs intellectual property.The Group has committed to invest 1.15 million in Amaethon Limited over a three year periodand in return has received a 33%interest in the equity share capital of this company,w

255、ith the University owning the remaining shares.At 31December 2003 the Group has made payments in respect of this investment totalling 383,000,with the balance due in two further equaltranches of 383,000 in 2004 and 2005.50,000 of each of the remaining tranches is fully committed while the other 333,

256、000 dependsupon Amaethon Limited achieving certain milestones.The directors consider that these milestones will be achieved and accordingly haveaccrued for the total consideration payable.At the year end the directors have undertaken a review of the carrying value of this investment and concluded th

257、at there is no indication of impairment.Other university spin outsOther university spin outs relate to those investments not included within the partnerships with the Universities of Oxford,Southampton,Yorkand Kings College London.These investments were originally made by Beeson Gregory Technology I

258、nvestments Limited and subsequentlytransferred to IP2IPO in July 2001.During the year ended 31 December 2003,there was a further investment of 51,000 in Novarc Limited.At the year end the directors have undertaken a review of the carrying values of these investments and concluded that a further prov

259、ision of109,000 is required.(iii)Significant equity investmentsAt 31 December 2003 the Group has investments where it holds 20%or more of the issued share capital in the following companies:Loss%of issued Net beforeDate of Country ofType ofshare capitalassets tax Financial Undertakingincorporationsh

260、are heldheld000000StatementsAmaethon LimitedUKOrdinary shares33.33Southampton Asset Management LimitedUKOrdinary Shares20.00Capsant Neurotechnologies LimitedUKOrdinary shares27.9535131.12.03HepCgen LimitedUKOrdinary shares23.26Novarc LimitedUKOrdinary shares30.78754(962)31.12.03Pharminox LimitedUKOr

261、dinary shares21.98564(226)31.12.03Southampton Polypeptides LimitedUKOrdinary shares36.2915031.12.03Stratophase LimitedUKOrdinary shares21.956(2)30.06.03SynAIRgen LimitedUKOrdinary shares47.43VASTox LimitedUKOrdinary shares20.00HepCgen Limited,SynAIRgen Limited,and VASTox Limited have not filed annua

262、l accounts as at the date of these accounts and accordinglyno financial information is presented in respect of these companies.Southampton Asset Management Limited and Amaethon Limited hold investments in spin out companies from Southampton University andYork Universitys CNAP division respectively.T

263、he Groups indirect investments in spin out companies is included within Equity investments asthis reflects the structure of the agreements with Southampton University.Accordingly no disclosure is made above of the net assets and profitor loss of these companies and the Groups interest in them is eff

264、ectively already included within Equity investments.The effect of the departure from the Companies Act 1985 as described in note 1 to the financial statements,based on those investmentswhere the Group holds 20%or more of the issued share capital,is to increase the loss before taxation by 201,000(200

265、2:increase theloss before taxation by 1,117,000)and increase net assets by 508,000(2002:increase net assets by 696,000).Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20032813.Fixed asset investments cont

266、inued(iii)Significant equity investments continuedIn addition,at 31 December 2003,the Group has the following investments in spin out companies where it holds less than 20%of the issuedshare capital:%of issued Country ofType ofshare capitalUndertakingincorporationshare heldheldGlycoform LimitedUKOrd

267、inary shares16.50Inhibox LimitedUKOrdinary shares13.80Nanotecture LimitedUKOrdinary shares19.53Offshore Hydrocarbon Mapping plc,formerly ACTIVEem LimitedUKOrdinary shares14.90Powerlase LimitedUKOrdinary shares0.80ReOx LimitedUKOrdinary shares12.25Toumaz Technologies LimitedUKOrdinary shares6.22Zyent

268、ia LimitedUKOrdinary shares17.78Investments in subsidiary undertakingsCompany000Cost and net book valueAt 1 January 2003Additions4,000At 31 December 20034,000At the year end the Company directly owned 100%of the ordinary share capital of IP2IPO Limited,which in turn holds 100%of the sharecapital of

269、IP2IPO Management Limited and IP2IPO Management II Limited.These companies are registered in England and Wales and theirprincipal activity is the commercialisation of intellectual property.The movement in investments in subsidiary undertakings in the year of 4 million relates to the issue of 40,000

270、new 1 ordinary shares byIP2IPO Limited for cash consideration of 100 per share.Loans to subsidiary undertakings000At 1 January 2003 27,110Additions31,926At 31 December 200359,036The amounts due from subsidiary undertakings are interest free,unsecured and have no fixed date of repayment.14.Debtors200

271、32002Group000000Trade debtors72Other debtors2935Other tax recoverable33Prepayments and accrued income361217047Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20032915.Creditors:amounts falling due within o

272、ne year20032002Group000000Trade creditors255Amounts due to Evolution Beeson Gregory Limited456Other tax and social security36Other creditors(see note 16)383Accruals and deferred income96177747316.Creditors:amounts falling after more than one year20032002000000Other creditors383Other creditors relate

273、s to the deferred consideration due to Amaethon Limited in respect of the Groups investment in this company.The Grouphas agreed to invest a total of 1,150,000 in Amaethon Limited over a period of three years in return for a 33%interest in the equity sharecapital of this company.At 31 December 2003,3

274、83,000 of this investment has been paid to Amaethon Limited,and the balance of766,000 is due in two equal tranches in 2004 and 2005.These amounts are unsecured and interest free.See note 13 for further details.17.Financial instrumentsIn the normal course of business,the Group uses certain financial

275、instruments including cash,equity rights and equity investments but hasno borrowings.The Group has no foreign currency assets,liabilities or other financial investments,all balances being in sterling.All short termdebtors and creditors have been excluded from all of the following disclosures.The Gro

276、ups cash and short term deposits were as follows:20032002000000On short term deposit floating rate38,2224,388On current account2338,2454,388The interest rate for short term deposits is variable dependent on the rates offered by the Groups bankers.During the year to 31 December2003,the short term dep

277、osit facility returned an average rate after fees of 3.65%(2002:4.05%).The Group has detailed policies and strategies in respect of these financial instruments,which seek to minimise the associated risks.Risk Management ObjectivesThrough its normal operations,the Group is exposed to a number of risk

278、s,the most significant of which are liquidity and market risks.The management of these risks is vested in the Board of directors.Management of Liquidity RiskThe Group seeks to manage financial risk,to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely

279、and profitably.Accordingly the Group only invests in low risk funds with reputable institutions.Management of Market RiskThe Group is exposed to market risk in respect of its equity rights and equity investments.Note 13 summarises the risks associated withholding these equity rights and equity inves

280、tments and the movements in the balances during the year.The Group mitigates this risk by havingestablished investment appraisal processes and asset monitoring procedures which are subject to overall review by the Board.Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group

281、 Limited)Annual Report&Accounts for the year ended 31 December 20033017.Financial instruments continuedFair Value of Financial InstrumentsEquity investments are stated at historical cost less provision for impairment in value.During the year ended 31 December 2003,there havebeen no realisations in r

282、espect of equity stakes in spin out companies acquired under the Groups arrangements with the University of Oxford,the University of Southampton,Kings College London or the University of York.The directors believe that the fair value of the equity investments are best estimated by their carrying val

283、ue in the absence of third partyevidence to support any upward revaluation.Where second or subsequent rounds of finance are completed prior to the balance sheet date,the corresponding valuation is considered.The directors believe that the fair value of the equity investments was 7,539,000 at 31 Dece

284、mber2003(2002:3,775,000).No fair value of the equity rights has been disclosed as the directors believe it is not practicable to estimate the fair value with sufficientreliability.The directors believe it is not practicable because the asset is unique,the future cash flows are difficult to predict a

285、nd a reliablevaluation is not available.See note 13 for further details of the financial instrument and its carrying value at the year end.18.Called up share capital20032002Group and company000000Authorised:90 million ordinary shares of 10p each(2002:30 million)9,0003,000Allotted,called up and fully

286、 paid:40,638,910 ordinary shares of 10p each(2002:25,282,660)4,0642,528On 27 May 2003,the authorised share capital of the Company was increased by 5,000,000 ordinary shares of 10p each.On 7 October2003,the authorised share capital of the Company was increased by 55,000,000 ordinary shares of 10p eac

287、h.On 27 May 2003 the Company issued 3,906,250 new ordinary shares with a par value of 10p at an issue price of 1.60 for cash.On 15 October 2003 the Company issued 11,450,000 new ordinary shares with a par value of 10p at an issue price of 2.75 for cash.Share optionsOptions over ordinary shares of 10

288、p each held by employees and directors of the Group at 31 December 2002 and 31 December 2003 wereas follows:Ordinary Ordinary shares under shares under option at option at Earliest Latest 31 December 31 December Exercise exerciseexercise Date of grant20022003price(p)datedate1 August 2001868,905868,9

289、051412.08.0214.01.1226 September 200231,25031,25016026.09.0325.09.1327 July 2003618,75016029.07.0428.07.1314 September 200350,00016014.09.0313.09.1314 September 200350,00027514.09.0313.09.1317 September 200310,00016017.09.0416.09.1317 September 200310,00027517.09.0416.09.137 October 2003700,0002757.

290、10.046.10.13Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20033119.ReservesGroupCompanyProfit Share and loss Share Profit premiumaccountpremiumand loss account(deficit)accountaccount000000000000At 1 Janu

291、ary 200324,582(1,796)24,582Loss for the financial year(583)Issue of shares(net of issue costs of 1,812,000)34,39034,390At 31 December 200358,972(2,379)58,97220.Reconciliation of movements in Group shareholders funds20032002000000Loss for the financial year(583)(1,559)Net proceeds of shares issued35,

292、9262,904Net increase in shareholders funds35,3431,345Opening shareholders funds 25,31423,969Equity shareholders funds at 31 December60,65725,31421.Notes to the cash flow statement(i)Net cash flow from operating activities20032002000000Operating loss(1,057)(1,732)Depreciation of tangible fixed assets

293、2523Amortisation of acquisition costs2018Increase in debtors(123)(30)Increase in creditors31864Provision against fixed asset investments1091,537Waiver of loan(650)Net cash outflow from operating activities(708)(770)(ii)Reconciliation of net cash flow to movement in net funds20032002000000Movement in

294、 cash in the year33,8571,789Changes in net funds resulting from cash flows33,8571,789Other non-cash items Loan waiver(see note 3)650Movement in net funds in the year33,8572,439Opening net funds4,3881,949Closing net funds38,2454,388The non-cash movement in net funds in the year ended 31 December 2002

295、 related to the waiver of a loan between the Company andEvolution Beeson Gregory Limited.Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20033221.Notes to the cash flow statement continued(iii)Analysis of

296、net fundsAt At1 January 31 December 2003Cash flow2003000000000Cash at bank and in hand4,38833,85738,245Net funds4,38833,85738,24522.Major non cash transactionsDuring the year the Group has made investments in a number of university spin out companies under the agreement it has in place with theUnive

297、rsity of Oxford.Further details of these transactions are given in note 13.23.Capital commitmentsUnder the terms of an agreement entered into during the year ended 31 December 2002 between the Group and the University ofSouthampton and certain of the University of Southamptons subsidiaries,the Group

298、 agreed to make 5 million available for the purposes ofmaking investments in University of Southampton spin out companies over a period of four years commencing in April 2002.Of this amount,at 31 December 2003,1,797,000 has been invested in seven spin out companies from the university:ACTIVEem Limit

299、ed,CapsantNeurotechnologies Limited,HepCgen Limited,Nanotecture Limited,Southampton PolyPeptides Limited,Stratophase Limited and SynAIRgenLimited.At the year end,the Group had committed to invest a further 162,000 pending the meeting of further investment milestones(105,000 of which was duly investe

300、d in the post balance sheet period).Under the terms of an agreement entered into during the year between the Group and Kings College London(“KCL”)and KCL EnterprisesLimited,the Group agreed to make 5 million available to KCL for the purposes of making investments in spin out companies over a periodo

301、f five years commencing in May 2003.At 31 December 2003,all of this amount was still available under the terms of the agreement.Inaddition,the Group has committed to make a 250,000 contribution to KCL over a five year period.Under the terms of this agreement,KCLcan require the Group to make a furthe

302、r 5 million available for investments in spin out companies on the tenth anniversary of the partnership.In October 2003,the Group entered into an agreement with the University of York.The agreement relates to a new specialist research centrewithin the University of York:the Centre for Novel Agricult

303、ural Products(“CNAP”).The Group has committed to invest up to a total of 750,000over three years in spin out companies based on CNAPs intellectual property.This amount may be increased at the Groups option.Noinvestments have been made in spin out companies by the Group at the year end.24.Financial c

304、ommitmentsAt 31 December 2003 the Group had annual commitments under non-cancellable operating leases expiring as follows:20032002Land and buildings000000Within two to five years23232323Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts fo

305、r the year ended 31 December 20033325.Post balance sheet eventsSubsequent to 31 December 2003,two spin out companies from Kings College London,Phonologica Limited and Proximagen Limited,wereestablished in which the Group invested(or,subject to certain milestones being met,committed to invest)661,000

306、.In addition,subsequent to 31 December 2003,the Group made a further investment of 105,000 in Nanotecture Limited on account of ithaving met certain investment milestones.The following directors made the following investments subsequent to the year end.CostDirectorSpin out companyNumber of shares000

307、Andrew BeesonCapsant Neurotechnologies Limited49610Phonologica Limited2,00010Roger BrookePhonologica Limited2,00010Proximagen Limited3,00015John DaviesCapsant Neurotechnologies Limited491Phonologica Limited2001Proximagen Limited2001Bruce SmithPhonologica Limited2,00010On 11 March 2004,Offshore Hydro

308、carbon Mapping plc,formerly known as ACTIVEem Limited,a spin out company from the University ofSouthampton which has developed geophysical surveying technology for the offshore oil industry,announced its flotation on the AlternativeInvestment Market of the London Stock Exchange,raising 10.8 million

309、at a placing price of 1.70 per share.At the placing price,OffshoreHydrocarbon Mapping plc was capitalised at 49.3 million.Commensurate with the floatation,the Group sold 588,235 shares to realise grossproceeds of 1.0 million.26.Related party transactionsDuring the year the Group incurred the followi

310、ng charges payable to the following related companies:20032002Name of related partyType of transaction000000Evolution Group Services Limited Recharge of expenses112785Evolution Group Services LimitedProvision of accounting services1260Evolution Beeson Gregory LimitedArrangement fee200Evolution Beeso

311、n Gregory LimitedLoan waiver650The arrangement fee payable to Evolution Beeson Gregory Limited relates to the private placing of shares in IP2IPO Group in May 2003.At31 December 2003 an amount of 4,000 was due to Evolution Beeson Gregory Limited(2002:56,000).The Evolution Group plc owns100%of the is

312、sued share capital of Evolution Beeson Gregory Limited,and owns 40.6%of the issued share capital of IP2IPO Group plc at31 December 2003.Notes to the Financial StatementsContinuedIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 20033426.Related part

313、y transactions continuedThe following directors had investments with the following spin out companies as at 31 December 2003:Number of%ofCost of Number ofshares Number of issued shareinvestment at shares held at acquired shares held at capital held at31 December1 Januaryduring 31 December 31 Decembe

314、r2003DirectorSpin out company2003the year20032003000John DaviesSynAIRgen1001000.071Pharminox53530.062Glycoform31310.031ACTIVEem990.011Steven LeeReOx2002000.021Zyentia330.031Glycoform31310.031ACTIVEem990.011David NorwoodPharminox2652650.310Andrew BeesonSynAIRgen4004000.294Zyentia880.083Pharminox26626

315、60.310Inhibox1431430.12Bruce SmithNanotecture10,00010,0001.1815HepCgen2,0002,0001.8220SynAIRgen2,0002,0001.4520ACTIVEem2792790.430Capsant Neurotechnologies4,0004,0002.730Roger BrookeNanotecture6,6676,6670.7810HepCgen1,0001,0000.9110ReOx4,0004,0000.4020Stratophase2,1342,1340.727Pharminox2652650.310Zy

316、entia13130.135Glycoform3123120.310Inhibox5005000.67ACTIVEem1391390.215Capsant Neurotechnologies2,6672,6671.820Southampton Polypeptides8008000.910NotesIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200335NotesIP2IPO Group plc(formerly IP2IPO Group Limited)Annual Report&Accounts for the year ended 31 December 200336Cover photograph by Darren Millington59 St AldatesOxford OX1 1STUnited K