Plant Health Care (PHC) 2012年年度報告「LSE」.pdf

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1、Contents1Annual Report and Accounts 2012Directors and advisers2Chairmans statement3Directors8Board committees10Corporate governance statement11Remuneration Committee report14Report of the directors21Statement of directors responsibilities25Independent auditors report26Consolidated statement of compr

2、ehensive income28Consolidated statement of financial position29Consolidated statement of changes in equity30Consolidated statement of cash flows31Notes forming part of the Group financial statements32Company balance sheet62Notes forming part of the Company financial statements63PlantHeat h Car e was

3、est abli shed i n 1995 i n Pi t t sbur gh(Penns ylvani a)i n t he Uni t edSt at es.I t spr oduct sar eai med att heagr i cult ur ei ndust r y,t hr ough supplyand di st r i but i onagr eement swi t h majoragr ochemi cal i ndust r y par t ner s.PlantHealt h Car e spr oduct scr eat ebot h envi r onment

4、 al and economi cbenefit sf orourcust omer sand capi t ali seuponlong-t er m t r ends t owar ds nat ur al s yst ems and bi ologi cal pr oduct s t o pr omot e planthealt h and gr owt h.DirectorsDr.Christopher Richards Non-execut i veChai r manJohn BradyChi efExecut i veStephen WeaverFi nanceDi r ect

5、orSamuel WauchopeSeni orI ndependentDi r ect orDr.David BuckeridgeNon-execut i veSecretaryAndrew C.Wood FCISRegistered officeThe Broadgate Tower20 Primrose StreetLondon EC2A 2RSCompany number05116780AuditorBDO LLP55 Baker StreetLondon W1U 7EUCompany solicitorReed Smith LLPThe Broadgate Tower20 Primr

6、ose StreetLondon EC2A 2RSRegistrarCapita RegistrarsThe Registry34 Beckenham RoadBeckenhamKent BR3 4TUBroker and nominated adviserNomura Code Securities Limited1 Carey LaneLondon EC2V 8AEDirectorsand advisers2Annual Report and Accounts 2012Trademarks:Myconate,Harpin and N-Hibit are trademarks or trad

7、e names which Plant Health Care owns or whichothers own and license to Plant Health Care for use.All other third party trade mark rights are acknowledged.After eight months as Chairman of Plant Health Care,I can confidently say that this is a company withhighly promising technology and at a turning

8、pointin its development.Despite limited resources,PlantHealth Care has achieved early market adoption ofits lead product,the second-generation Harpin.The plans that we are announcing today will enableus to accelerate the development of third-generationHarpin products to meet the demands of todaysagr

9、iculture market,as well as to accelerate the salesof Harpin and Myconate.We now intend toexecute this new strategy with discipline,focus andenergy,to create real value for shareholders.Today we have announced that John Brady will bestepping down as Chief Executive Officer to besucceeded by Paul Schm

10、idt with effect from 2 April2013.John has provided outstanding leadership ofthe Company over the last 12 years and I would liketo pay tribute to his enormous contribution.Paul hasextensive experience in the agriculture industry anda proven track record of success in the biologicalssector;I am confid

11、ent that Paul is the right leader todrive the implementation of our new strategy.Review of 2012We reported some significant milestones in 2012,with increased sales in the field,a distribution dealsigned with ASP-Chile,a subsidiary of Agrium Inc,development agreements signed with MakhteshimAganNorthA

12、merica(“MANA”)andArystaLifeScience and many highly promising fieldtrial results.2012 was a challenging year for US farmers due tothe major drought,which significantly reducedyields.Under these difficult conditions,both Harpin and Myconate achieved excellent results in thefield,both in trials and in

13、commercial use.In trialscarried out by the Companys distributor,DirectEnterprises Inc.(“DEI”)and evaluated by anindependent contract researcher,yield increases insoybean,corn and wheat crops of 4.2 per cent(“%”),8.3%and 3.2%,respectively,were demonstrated,representing a return on investment to farme

14、rs ofmore than 20 fold.Reflecting these continuing strongfield results,the number of acres of seed treated withN-Hibit in the USA increased more than 200%in the past year,from 1.1 million acres in 2011 to3.5 million acres in 2012,representing some 4%of the soya crop planted.At the start of 2012,we a

15、nnounced a multi-yeardistribution agreement with ASP-Chile,a wholly-owned subsidiary of Agrium Inc,one of NorthAmericas largest fertiliser manufacturers,for the useof our Myconate and Harpin products on allcrops in Chile.Chile is an important market for ourCompany,with more than six million acres un

16、derproduction and a major supplier of off-seasonproduce to Europe and North America.This wasfollowed in April with the signing of an agreementwith MANA to evaluate Harpin with selectMANA technologies.In the same month,we signeda research agreement with Arysta LifeScienceto evaluate Harpin commercial

17、ly as a foliarspray in combination with a number of ArystaLifeSciences products.At the start of the second half of the year,weannounced trial results that demonstrated thatpotatoes,when treated with a foliar Harpin treatment while still in the field,produced a 4.4%greater marketable yield at harvest

18、 and a reduced lossin long-term(7-8 month)storage,from 4.6%in theuntreated to 1.9%in the treated tubers.In September,we announced that Insect Science,the CompanysSouthAfricandistributorforHarpinandMyconate,had reported significant progress with ourHarpin foliar and Myconate seed treatmentprogrammes

19、for the 2013 maize crop season.Over the last three years,the Company has mademodest investments to research the potential todevelop new products based on Harpin.In 2011,28third-generation Harpin products were synthesisedand tested in the greenhouse;of these,six wereselected for small scale field tri

20、als in 2012.TheChairmansstatement3Annual Report and Accounts 2012results of these tests indicate that there is veryexciting potential to develop a significant number ofthird-generation Harpin products,with substantialadvantages over the current Harpin product.Myconate was launched in 2008 and,as suc

21、h,itremains at an earlier stage of commercialisationthan Harpin,with approximately 200,000 treatedacres of crops.We had a successful season of trialsin 2012 and,as a result,will begin to shipcommercial quantities of Myconate into the cereal,potato and vegetable industries in 2013.The non-exclusive a

22、greement signed with Incotec,the worlds largest vegetable seed treatmentcompany,in July 2011 to develop Myconate inconjunction with existing seed treatments is nowin its second year and testing continues in severalcountries around the world,involving manycrop targets.We have completed successful Myc

23、onate trials inBrazil.Based on these results,we have entered intoa trial programme with a leading fertiliser companyand,if successful,we expect a launch of acombined fertiliser/Myconate product by 2016.Since the year end,we have announced anagreementwithDalgety AgraPolskatosellMyconate for seed trea

24、tment and foliar applicationin Poland.Further to our strategic update and fundraisingannounced today,it is our intention to continue toroll out our Myconate product commercially,building on the established momentum.However itis not the Boards intention to invest in furtherresearch for this product.O

25、ther productsPlant Health Care derived 65%of revenue in 2012from distribution of a range of fertiliser and othercrop treatment products,mainly to vegetable andfruit farmers,through its operations in Mexico andsome EU markets.These businesses have established valuable marketpositions and generate cas

26、h for Plant Health Care.However,the directors believe the growth potentialof these businesses is limited and they representonly local contributions to driving the globalpartnershipsalesoftheCompanysprioritytechnologies.The directors therefore see thesebusinesses as non-core and,consistent with theCo

27、mpanys disposal of its US landscape and retailbusiness in January 2011,the Board has decided todivest such operations as and when the opportunityarises to do so on attractive terms.Any futuredivestment projects will ensure that the Companyretains all rights to Harpin and Myconate.Financial summaryA

28、summary of the financial results for the twelvemonths to 31 December 2012,with comparativesfor the previous financial year,is set out below:20122011$000$000Revenue7,7527,853Gross profit4,2704,114Operating loss fromcontinuing operations(6,530)(7,053)Gains on disposal ofdiscontinued operations2,110Los

29、s on discontinued operations(74)Finance income(net)8075Net loss for the year(6,505)(5,099)Cash/liquid short-terminvestments at 31 December7,70513,798Revenues in 2012 were broadly flat on 2011 at$7.8m(2011:$7.9m).Sales were$2.6m for Harpinand Myconate,the balance being generated by ourdistribution bu

30、sinesses.The geographic distributionof sales was consistent with the prior year,with 51%of sales originating from our European sales officesand 49%coming from Mexico and the UnitedChairmansstatementcont i nued4Annual Report and Accounts 2012States.A partnership agreement for foliar Harpin,which was

31、expected to be completed by the end of2012 and which would have added significantly tothe revenues for the year,was delayed.Thisagreement is now expected to be completed shortly.Sales of Harpin and Myconate have increased as apercentage of total sales in the past year to 34%(2011:30%).This trend is

32、expected to continue in2013 and accelerate as the inventory overhangresulting from sales made to Monsanto in 2009 isliquidated by DEI.DEIs success is expectedto result in new sales of Harpin in late 2013 forthe 2014 North American crop season.The salesby DEI in 2012 would,if recognised as revenueby

33、Plant Health Care,have generated additionalsales close to$2.7m,with a gross margin ofapproximately$2m.The gross margin increased to 55%of sales in 2012,an improvement from 52%in 2011,as a result ofan increased contribution from Harpin andMyconate in the sales mix.Operating expenses were reduced by 3

34、%,the fifthconsecutive year of operating cost decreases,to$10.8m(2011:$11.2m),whilespendingonR&D and business development of$2.1m wascomparable to the previous year(2011:$2.2m).Currenttrading and outlookFundr ai si ngand st r at egyupdat eToday the Company is announcing that we proposeto raise 13.4m

35、($20.3m)before expenses by meansof a Placing and a Subscription of New OrdinaryShares.This fundraising will be subject to theapproval of shareholders at a general meeting thatwill be held on 15 April 2013.YearsofhardworkbyPlantHealthCaresmanagement and personnel have developed acompanywhichenjoyssig

36、nificantproductintellectual property(“IP”)(mainly the Harpin and Myconate products)and which has establishedsound footholds in its initial markets.The Board hasstepped back and thought deeply about thestrengths of the Company,and the additional workand investment required which,in its view,canenable

37、 Plant Health Care to fulfil its potential.Consequently,we are proposing to raise money tofund the expansion of the R&D programme for theHarpin product platform and commercialisation ofexisting products.While this strategy is an evolutionrather than a revolution of the previous strategy,itsimplement

38、ation in a focused,effective manner willrequire change and it will require investment.To date,research into the Harpin platform has beencarried out with a modest budget.With thepromising results achieved over the past two years,the Board believes that a substantial increase inR&D spend is now justif

39、ied and necessary to takethe platform to the next stage.The third generationof product candidates to be derived from the Harpinplatform are smaller polypeptides that resemble theamino acid sequence of the active sites in thesecond-generation Harpin proteins.Target profileshave been designed for pote

40、ntial third-generationHarpin products,which would be more specificand/or more active than Harpin.The targetsinclude nematode control,disease control,droughtresistance and the potential to enhance the efficacyof agrochemical products.In 2011,we synthesised28 third-generation Harpins which,based on ea

41、rlierdata,were expected to match these targets.The 28products were tested in the laboratory,and six wereselected for further testing.These further testsindicated that the approach is valid and theCompany now has candidate products for differentcrops with better performance than Harpin.Thenext stage

42、will be to carry out detailed evaluationof these candidates against the target profiles.In order to accelerate the evaluation of third-generation Harpin candidates,the Company intendsto expand its R&D centre in Seattle,employ newscientists and technicians,enlarge the glasshousesand take on new key s

43、taff.The Company will useChairmansstatementcont i nued5Annual Report and Accounts 2012contract service laboratories to synthesise theproteins and will use a combination of contractresearch organisations and in-house resources toconduct the performance evaluation work.Furtherinformation on the planne

44、d programmes can befound in the Circular released today in connectionwith our proposed fundraising,which has beenposted to the Companys website.Thisinvestmentwillbefundedthroughacombination of existing cash assets(cash and liquidshort-term investments of$7.7m at 31 December2012)and through this prop

45、osed fundraising.At the same time,the Company will invest in themomentum created behind its existing Harpin andMyconateproducts,todriveshort-termrevenues.Our long-term vision is to establish PlantHealth Care as a highly profitable technologylicensingbusiness,embeddedintheglobalagrochemical industry,

46、earning most of its incomeas royalties and licensing fees.Further details of the fundraising can be found inthe Circular distributed to shareholders today andalso posted to the Companys website.Boar d changesDuring the year,Dr.Dominik Koechlin announcedthat,for personal reasons,he had decided to ret

47、irefrom his position as Chairman of Plant Health Careand to step down from the Board.Sam Wauchope,the Companys Senior Independent Director,verykindly took over as Chairman on an interim basisuntil I joined the Company,as Chairman,on1 August 2012.I would like to place on record ourthanks to Dominik f

48、or his important contributionover two years as Chairman and to Sam for steppingforward in that interim period.After 12 years as Chief Executive Officer of PlantHealth Care,John Brady has decided it is time tostep down from the day-to-day running of thebusiness.I wish to put on record our appreciatio

49、n ofall that John has done for Plant Health Care;thisCompany is very much his personal creation.I amdelighted that we are retaining Johns services as anon-executive director,in which role we willcontinue to benefit from his invaluable experience.I am pleased to welcome Paul Schmidt as theCompanys ne

50、w Chief Executive effective from2 April 2013.Paul has extensive experience of theagrochemical industry,in Bayer Crop Science andits predecessor companies,including his role asHead of New Business Ventures.He then led thetransformationofEMDCropBioscience,abiologicalsproductscompany,andsoldthebusiness

51、 in February 2011 to Novozymes for$275m.I am convinced that Paul has the rightqualities to lead Plant Health Care to the next level.Sam Wauchope,having served as a non-executivedirector for nine years,four of them as SeniorIndependent Director,will step down from theBoard on 2April 2013.I would like

52、 to pay tribute toSam,and acknowledge the contribution he hasmade to the Company over his time on the Board.Michael Higgins will join the Company as a newnon-executive director following the CompanysAGM on 9 May 2013.He is currently non-executiveChairman of AIM-quoted Ebiquity plc and DeputyChairman

53、 of the Quoted Companies Alliance.Michael also works with,and invests in,a numberof early-stage businesses.Michael was a SeniorAdviser at KPMG following ten years as a Partner.Prior to KPMG,he was a Director at CharterhouseBank,worked at Saudi International Bank andqualified as an accountant with Pr

54、ice Waterhouse(now PricewaterhouseCoopers).Updat ef r om yearend and out lookPartnerships are an important source of futurerevenue for Plant Health Care.We are involved inmultiple discussions with industry partners who areinterested in commercialising our products andintellectualproperty,andinpartic

55、ularourChairmansstatementcont i nued6Annual Report and Accounts 2012Harpin and Myconate platforms.Plant HealthCareremainsconfidentthatitcandeliversubstantial value to shareholders through thesuccessfulimplementationofitspartnershipagreements.Nonetheless,the Board recognises thatthe precise timing of

56、 agreements and revenues canbe subject to a number of uncertainties,such as theoutcomeoffieldtrialsandtheprogressofregistration processes for new products.As per our announcement on 11 March 2013,theBoard has resolved to adopt a more cautiousapproach to budgeting for future revenues from itspartners

57、hip discussions.We believe this should giveinvestors a better understanding of Plant HealthCares prospects in the short and medium terms.The Board anticipates good growth in partnershiprevenuesinthecurrentyearandin2014,but at lower levels than currently indicated bymarket forecasts.Earlier this year

58、,Plant Health Care entered into amulti-year distribution agreement with DalgetyAgraPolska to market the Companys Myconate for bothseed treatment and foliar application in Poland.Thisagreement follows several years of successful trialsin Poland,which is an important producer of corn,potatoes and whea

59、t.The agreement will generaterevenues in the current financial year.Additionally,Germains,the largest independent sugarbeet seed treatment company in the world,has beenevaluating the use of Harpin as a sugar beet seedtreatment,both in the greenhouse and the field,sinceSeptember 2010.These tests have

60、 shown that theadvantages brought by Harpin to the performanceofsugarbeetsaresufficienttowarrantcommencementoflarge-scaletrialsintheUSAduring2012.Registrations to allow these trials are either inplaceorbeingpreparedforthestartoftheseason.Thisdecision to move to the next stage of testing hastriggered

61、 a milestone payment to the Company.The partnership agreement for foliar Harpin,referenced in the January 2013 trading update,isexpected to be completed shortly.As strengthened by the net proceeds of thefundraising announced today,the directors viewwith confidence the financial and trading prospects

62、for the Group,for the current financial year and theforeseeable future.I would like to thank my fellow directors and ouradvisers,our shareholders and our employeesfor their contributions over the past year andencourageeveryonetolookforwardtothefuture with confidence.Dr Christopher RichardsChai r man

63、26 March 2013Chairmansstatementcont i nued7Annual Report and Accounts 2012Dr.Christopher Richards(Non-executive Chairman)(59)Dr.Richards is a UK citizen and joined the Groupas non-executive Chairman on 1 August 2012.Dr.Richards has had a distinguished career in theglobal agrochemical industry and is

64、 non-executivechairman of Arysta LifeScience Corporation,one ofthe worlds largest privately-held agrochemicalcompanies.Dr.Richards joined Arysta LifeScienceas Chief Operating Officer in 2003 and was ChiefExecutive Officer from 2004 to 2010.Under hisleadership,Arysta LifeScience became one of thefast

65、est-growing companies in the agrochemicalindustry.Arysta LifeScience was acquired byPermira Funds in 2008.Dr.Richards previously worked in internationalmanagement roles at Syngenta Crop Protection andits predecessor companies,Zeneca and ICI.Hebegan his career at the UK Ministry of Agriculture,Fisher

66、ies and Food,having taken a doctorate inanimal ecology from St.Johns College,Oxford.HisotherdirectorshipsincludeDechraPharmaceuticals plc,an international veterinarypharmaceuticals group listed in London.He is alsonon-executive chairman of Oxitec Ltd,the biotechcompanythatistacklingdenguefeverandagr

67、icultural pests,and a non-executive director ofCibus Global,Inc,a seed technology company.John Brady(Chief Executive)(58)Mr.Brady is a US national and joined the Group asChief Executive in 2001.He is responsible forimplementing the Companys strategy and formanagement of the Groups operations.Prior t

68、o joining the Group,Mr.Brady was Presidentand Chief Executive Officer of Alaska SeafoodInternational,a seafood product manufacturingcompany.Prior to that,he served as ExecutiveVicePresident,Operations,for Anderson Clayton Corp,one of the worlds largest vertically-integrated cottoncompanies.He served

69、 at Anderson Clayton for19 years.Mr.Brady holds an MBA from Arizona StateUniversity and a BA in Political Science from theUniversity of Connecticut.Stephen Weaver(Finance Director)(59)Mr.Weaver is a US national and joined theCompany as Chief Financial Officer in 2007.Hewas appointed to the Board in

70、March 2008.He isresponsible for managing the finance,humanresource and information technology functions ofthe Group.Prior to joining the Group,Mr.Weaver was ChiefFinancial Officer of Xaloy,Inc.,an internationalmanufacturing business serving the global plasticsindustry.Prior to that,he served consecu

71、tively asVice President and Chief Financial Officer andSenior Vice President and General Manager ofCarbide/Graphite Group,Inc.,a NASDAQ-listedmanufacturingcompanyservingtheglobalsteel industry.Mr.Weaver holds an MBA from Indiana Universityand a BA in economics from DePauw University.Samuel Wauchope(

72、Senior Independent Director)(61)Mr.Wauchope is a UK citizen and joined theCompany as a non-executive director in 2004.AChartered Accountant,his executive career hasinvolved Chief Executive Officer and executivechairmanpositionsinanumberofUK-listed companies,including Acorn ComputerGroup plc,Oceonics

73、 Group plc and Ultrasis plc.He now acts as a strategic adviser to growthcompanies in the technology and cleantech sectors.Directors8Annual Report and Accounts 2012Mr.Wauchope is a director of Landover WirelessCorp.(USA)and a non-executive director ofProgressive European Markets Limited.Mr.Wauchope s

74、erved as Interim Chairman from13 April 2012,following the retirement of theformer Chairman.He reverted to his previous roleas Senior Independent Director on the appointmentof Dr.Richards as Chairman on 1 August 2012.Dr.David Buckeridge(Non-executive Director)(53)Dr.Buckeridge is a UK citizen and joi

75、ned theCompany as a non-executive director in October2008.He is currently a partner with Paine&Partners,a US private equity firm.Previously,he spent 20 yearswithmultinationalpharmaceuticalcompanyAstraZeneca.He also held a number of seniorpositions during his time at AstraZeneca,includingfive years r

76、unning the companys commercial seedbusiness in the USA.In 1999,he was appointed as amain board director of AstraZenecas seeds businessand,subsequently,Chief Executive Officer ofAdvanta,then the largest independent agronomicseeds business in the world.Dr.Buckeridge is non-executive Chairman ofScanbio

77、 Marine Group AS(Norway),Chairman ofEurodrip SA(Greece)and a non-executive directorof Oxitec Limited,Icicle Seafoods Inc.and IcicleHoldings Inc.Directorscont i nued9Annual Report and Accounts 2012The principal standing committees appointed by theBoard are as follows:Audit CommitteeTheAudit Committee

78、 is chaired by SamWauchope.David Buckeridge is also a member.The Committeeprovides a forum for reporting by the Groupsauditor and reviews the Groups budget and itsinterim and final financial statements before theirsubmission to the Board.The Committee alsomonitors the Groups risk management and inte

79、rnalcontrol practices and reports to the Board on these.TheCommitteeadvisestheBoardontheappointment of the external auditor and on itsremuneration,both for audit and non-audit work.It also discusses the nature and scope of the auditwith the auditor.The Audit Committee has sole responsibility forasse

80、ssing the independence of the external auditor,BDOLLP.Eachyear,theCommitteeseeksreassurance that the external auditor and its staffhave no family,financial,employment,investmentor business relationship with the Group.TheCommittee requires the external auditor and itsassociates to confirm this in wri

81、ting,and detail theprocedures which the auditor has carried out inorder to make this confirmation.The Committeealso ensures that all partners engaged in the auditprocess are rotated at least every five years,andassessesthelikelyimpactontheauditorsindependence and objectivity before awarding itany co

82、ntract for additional services.It is Grouppolicy to require Audit Committee approval for allnon-audit services provided by the independentauditor.The consideration of auditor independence is astanding agenda item at each Audit Committeemeeting.Remuneration CommitteeThe Remuneration Committee is chai

83、red by DavidBuckeridge.Sam Wauchope is also a member.TheCommittee is responsible for determining thecontract terms,remuneration and other benefits forexecutive directors and senior management.Itspolicy is to ensure that,through a process of regularreview,the Groups remuneration arrangementsattract a

84、nd incentivise the quality of executivemanagement that the Group needs to achieve itsgoals and grow shareholder value,and are in linewith best practice.The Committee may takeindependent specialist advice to assist it in its work.When required,the Committee is also involved inthe selection process fo

85、r executive directors andapproves remuneration before a final offer is made.The Remuneration Committee report is set out onpages 14 to 20.Board committees10Annual Report and Accounts 2012Plant Health Care plc has taken note of the UKCorporate Governance Code(“the UK Code”,formerly“the Combined Code”

86、)published in June2010 and has applied its principles of corporategovernance commensurate with the Companys size,notwithstanding that the rules of the London StockExchange do not require companies that havesecurities traded onAIM to formally comply with theUK Code.The UK Code and associated guidance

87、 canbe found on the Financial Reporting Council websiteat www.frc.org.uk/corporate/ukcgcode.cfm.The Board is accountable to the Companysshareholdersforgoodgovernanceandthestatementsetoutbelowdescribeshowtheprinciples identified in the UK Code are appliedto the Company.Board compositionThe Board curr

88、ently comprises a non-executivechairman,two executive directors and two othernon-executive directors.The Board considers all ofthe non-executives to be independent in judgmentand character.Biographies of the Board members appear onpages 8 and 9.These indicate the high levels andrange of business exp

89、erience which is essential tooversee effectively a business of the size,complexityand geographical spread of the Group.Concernsrelating to the executive management of theGroup or the performance of the directors canbe raised in confidence by contacting the SeniorIndependent Director,Sam Wauchope,thr

90、oughthe Company Secretary.Board committeesThe Board has established audit and remunerationcommittees,as described on page 10.No separatenominations committee has been established.ANominations Working Group comprised of non-executive directors provides advice and guidanceon the selection of candidate

91、s;the full Board actsas a nominations committee when changes to theBoard of directors are proposed.Workingsof the BoardThe Board meets on a pre-scheduled basis at least10 times each year and more frequently whenrequired.The Board has a schedule of mattersreserved to it for decision and the requireme

92、nt forBoard approval on these matters is communicatedwidely throughout the senior management of theGroup.The schedule includes matters such as:approval of the Groups strategic plan;extension oftheGroupsactivitiesintonewbusinessorgeographic areas;any decision to cease to operateall or any material pa

93、rt of the Groups business;changes relating to the Groups capital structure;contracts that are material strategically or by reasonof size;investments,including the acquisition ordisposal of interests in the voting shares of anycompany or the making of any takeover offer;andthe prosecution,defence,or

94、settlement of litigationmaterial to the Group.There is an agreed procedure for directors to takeindependent professional advice,if necessary,at theCompanys expense.This is in addition to the accesswhich every director has to the Company Secretary,Corporate governancestatement11Annual Report and Acco

95、unts 2012who is charged by the Board with ensuring thatBoard procedures are followed.The differing roles of Chairman and Chief ExecutiveareacknowledgedanddefinedinseparatestatementsapprovedbytheBoard.Thekeyfunctions of the Chairman are to conduct Boardmeetings and meetings of shareholders and toensu

96、re that all directors are properly briefed in orderto take a full and constructive part in Boarddiscussions.The Chief Executive is required todevelop and execute business strategies andprocesses to enable the Groups business to meetthe requirements of its shareholders.The Senior Independent Director

97、 acts as a point ofcontact for shareholders and other stakeholders withconcerns which have failed to be resolved or wouldnot be appropriate to be addressed through thenormal channels of the Chairman,Chief Executiveor Finance Director.The Senior IndependentDirector also meets with the other members o

98、f theBoard without the Chairman present on at least anannual basis in order to evaluate and appraise theperformance of the Chairman.To enable the Board to function effectively andallow directors to discharge their responsibilities,full and timely access is given to all relevantinformation.In the cas

99、e of Board meetings,thisconsists of a comprehensive set of papers,includingregular business progress reports and discussiondocuments regarding specific matters.TheBoardconductedaninternalBoardperformance evaluation during the year in line withthe requirements of the UK Code.The Board intendsto imple

100、ment the recommendations that arose fromthis review.Following the Board evaluation,the Chairmanreviewed the performance of each director,and hisown performance was reviewed by the SeniorIndependent Director,in one-to-one meetings.Re-election of directorsAny director appointed during the year is requ

101、iredunder the provisions of the Companys articles ofassociationtoretireandseekelectionbyshareholders at the next annual general meeting.The articles also require that one-third of thedirectors retire by rotation each year and seekre-election at the annual general meeting.Thedirectors required to ret

102、ire will be those in officelongest since their previous re-election.In anyevent,each director must retire at the third annualgeneral meeting following his appointment orre-appointment in a general meeting.Retiringdirectors are eligible for re-election by shareholders.Remuneration of directorsA state

103、ment of the Companys remuneration policyand full details of directors remuneration are set outin the Remuneration Committee report on pages14 to 20.Executive directors abstain from anydiscussion or voting at full Board meetings onRemuneration Committee recommendations wherethe recommendations have a

104、 direct bearing on theirown remuneration package.CommunicationThe Company places a great deal of importance oncommunication with its shareholders.The Companypublishes an interim statement,as well as its full-year report and accounts.Both are mailed to allshareholders and,upon request,to other partie

105、swho have an interest in the Groups performance.Regular communication with shareholders alsotakesplaceviatheC is regular dialogue with major shareholders,as well as general presentations after the release ofthe interim and final results.From time to time,these meetings involve the non-executive chai

106、rmanor other non-executive directors.All shareholdershave the opportunity to ask questions at theCompanys annual general meeting.Corporate governancestatementcont i nued12Annual Report and Accounts 2012Risk managementand internal controlsThe directors recognise that the Group is ambitiousand seeking

107、 significant growth.The Board has in place a formal process foridentifying,evaluating and managing the significantrisks faced by the Group,which complies with theRevi sed Gui dance f orDi r ect or son t he Combi nedCodepublished by the Financial Reporting Council.The directors are responsible for th

108、e Groups systemofinternalcontrolandforreviewingitseffectiveness.However,such a system can provideonly reasonable,but not absolute,assurance againstmaterial misstatement or loss.There is a formal process in place to regularlyreview the control systems across the Group toensure that they develop to mi

109、tigate emerging risksand in anticipation of expected growth.Twice ayear,the Finance Director presents to the Board fordiscussion and approval a summary of the keyinternal controls in place during the prior periodand proposals for enhancements to these controlsin the forthcoming period.Based on this

110、process,the directors believe that the Group has internalcontrol systems in place appropriate to its sizeand nature.Corporate governancestatementcont i nued13Annual Report and Accounts 2012The Remuneration Committee is chaired by David Buckeridge.Sam Wauchope is also a member.Both arenon-executive d

111、irectors.The Committee is responsible for determining the contract terms,remunerationand other benefits of the executive directors and of the Chairman,and for monitoring the remuneration offirst-line executive management.The Committee may call on outside compensation experts as required.Remuneration

112、 policyIt is Group policy to set directors remuneration levels to attract,incentivise and retain the quality ofindividuals that the Group requires to succeed in its chosen objectives.It is also Group policy to ensure that there is a strong link between the level of executive directorsremuneration an

113、d the performance of the Group in achieving its goals.At the forthcoming annual general meeting,shareholders will be given the opportunity to ask the chairmanof the Remuneration Committee questions on any aspect of the Groups remuneration policy.Elementsof remuneration executive directorsThe followi

114、ng comprise the principal elements of executive directors remuneration:basic salary and benefits;annual bonus(performance-related and discretionary);long-term share-based incentives;pension contributions;andpost-employment health benefits.Basi csalar yand benefit sSalaries are reviewed annually by t

115、he Committee.As the level of each individual directors remunerationcan be significantly augmented through performance-related bonuses,only in exceptional circumstanceswill the Committee consider an increase in excess of the general rate of wage inflation for the United Statesof America.Where such an

116、 increase has been awarded,the Committee will publish the reasons behind itsdecision in the Remuneration Committee report.In addition to basic salary,each executive director is entitled to the following main benefits:up to 20 days holiday per annum;coverage under the Companys health insurance plans

117、or a cash payment to cover the directors costof acquiring medical insurance;andcoverage under the Companys long-term and short-term disability and group term life insurance plans.Remuneration Committee report14Annual Report and Accounts 2012Annual bonusAnnual bonuses are payable to each executive di

118、rector based on achievement of financial,strategic andsustainability objectives,both corporate and personal.For 2012,the directors had bonus potential ofbetween 70%and 100%of their basic salaries;for 2013,the range is also between 70%and 100%.This ensures that there is a significant element of“at ri

119、sk”pay,which is only available when good resultsare achieved.Long-t er m shar e-based i ncent i vesEach of the executive directors is eligible to participate in the Companys share option schemes and long-term incentive stock award plan.The Company may award options and shares under these plans up to

120、 thegreater of 3%of its issued share capital or such number as,when aggregated with any outstanding optionsconverted from the Plant Health Care,Inc.option plans described below,amounts to no more than 10%ofthe issued share capital of the Company.The main features of these plans are:(a)Shar eopt i on

121、 schemesPrior to the formation of Plant Health Care plc,the then executive directors participated in the Plant HealthCare,Inc.Incentive Stock Option plans.Under these plans,options were periodically awarded at thediscretion of the board of directors of that company.These plans were effectively froze

122、n at the time ofadmission to AIM.Outstanding options in Plant Health Care,Inc.were converted into options in PlantHealth Care plc bearing the same rights mut at i smut andi sas under the Plant Health Care,Inc.scheme.No further awards of options will be made under the Plant Health Care,Inc.plans.In J

123、uly 2004,the Board of directors adopted the Plant Health Care plc Unapproved Share Option Scheme2004.Under this scheme,the Board may grant options at an exercise price of not less than the market valueof a share on the date of award.Options may normally be exercised between three and 10 years from g

124、rant.In most cases,vesting is also dependent upon the Companys total shareholder return exceeding that of theAIM All-Share Index for the period from grant to vesting.(b)Long-t er m i ncent i vest ock awar d planIn June 2007,the Company adopted the Plant Health Care plc 2007 LongTerm Incentive Plan(t

125、he“LTIP”).The main features of the plan are:all employees of the Company and its subsidiaries are eligible to participate in the LTIP.TheRemuneration Committee selects the employees to receive awards and determines the number ofordinary shares subject to a particular award;the grantee must pay at le

126、ast the nominal value per share to receive the stock award;the Remuneration Committee determines the period of vesting for any given stock award.Vesting of anystock award is contingent on the fulfilment of challenging performance criteria set by the Committee.The Committee may accelerate the vesting

127、 or amend or relax performance conditions,to the extent thatconditions which are amended or relaxed will be no more or less difficult to satisfy than when they wereoriginally imposed;RemunerationCommittee reportcont i nued15Annual Report and Accounts 2012if a grantee terminates employment for any re

128、ason prior to vesting of all or a portion of a stock award,the unvested portion must be returned to the Company;andthe LTIP automatically terminates 10 years from its effective date of 8 June 2007,unless terminatedearlier by the Company or extended by the Company with the approval of the shareholder

129、s.(c)Valuecr eat i on-based long-t er m i ncent i veplanThe Company is intending to implement a value creation-based long-term incentive plan,which theChairman,CEO and key members of the senior executive team would participate in.The plan calculatesvalue generated for shareholders from the point of

130、the Placing over a four-year period,with plan participantsreceiving up to 10%of value generated over an annual hurdle of 8%,paid in shares valued at that endpoint.The workings of the plan accommodate equity issuances(including fundraisings)and the payment ofdividends during its life.On a change of c

131、ontrol,value generated for shareholders above the hurdle rate iscalculated and paid out at that point.The Company will work with its advisers to implement the plan,following which formal awardswill be made.Existing outstanding options and LTIPs represent 6.36%of pre-fundraising issued share capital.

132、Of these,47%are either held by leavers,are LTIPs which are highly unlikely to vest,or options with a strike priceabove 220p.A further 27%of the outstanding awards are held by John Brady,who is shortly to leave hisposition as CEO of the Company.It is currently the Companys intention that the total nu

133、mber of optionscapable of being awarded under the value creation-based long-term incentive plan,when aggregated withthose options already awarded or able to be awarded pursuant to the terms of the 2004 Scheme and the2007 Scheme,shall be capped at 12%of the enlarged issued ordinary share capital of t

134、he Company.The Board intends to exercise its discretion from time to time to award options under its various plansto its directors as it sees fit.In particular,it is the current intention of the Board to award options toMichael Higgins upon his appointment to the board of directors.Pensi on cont r i

135、 but i onsEach of the executive directors is entitled to participate in the Plant Health Care,Inc.401(k)Plan.This is adefined contribution plan approved by the US Internal Revenue Service.The main features of the plan are:participation is open to all US-based employees who have completed a probation

136、ary period afterinitial employment;employees may contribute a percentage of salary to the plan through a payroll withholding scheme;the Company contributes an amount up to 3%of compensation,at the discretion of the Board,for allemployees eligible to participate;vesting of Company contributions is 33

137、%after the first year of service,and 33%and 34%over thenext two years of service,respectively;andthe plan is subject to various statutory non-discrimination tests to ensure that it does not favour highly-compensated employees.Remuneration Committee reportcont i nued16Annual Report and Accounts 2012P

138、ost-employmenthealt h benefit sJohn Bradys service contract includes a benefit for payment of health benefits during his lifetime,unless heis terminated by the Company for cause,subject to limitations on the annual cost as set forth in the contract.Elementsof remuneration non-executive directorsThe

139、remuneration for non-executive directors consists solely of fees for their services in connection with theBoard and Board committees.The non-executive Chairman receives his fee wholly in cash.The other non-executive directors receive 50%of their fees in cash and 50%in the form of the Companys ordina

140、ry shares.Service contractsThe Company has service contracts with all executive and non-executive directors.Certain of the non-executive directors contract via their personal service companies.Provisions in the service contracts include:For executive directors:termination may be initiated by either

141、party with a notice period ranging from 30 days to six months;if the Company terminates other than for cause,the individual is entitled to a payment equal to12 months base salary payment,plus payment for accrued but unused vacation and either one yearsfull cash bonus or pr o r at acash bonus for the

142、 year to date(if targets are being met);andin the event of termination for cause,the individual would receive only base salary through the dateof termination and accrued vacation pay.“For cause”includes fraud or felonious conduct;embezzlement or misappropriation of Company funds or property;refusal,

143、misconduct in or disregardof the performance of the individuals duties and obligations;abandonment or voluntary resignation;death,retirement or permanent disability.For non-executive directors:termination is on not less than one months written notice;anddirectors may be terminated with immediate eff

144、ect for serious breach or repeated or continued materialbreach of any obligations to the Company;any act of dishonest or serious misconduct or conductwhich tends to bring the director or the Company into disrepute;or a declaration of bankruptcy.In addition to the above,the Companys articles of assoc

145、iation require that at least one-third of the directorsretire by rotation at each annual general meeting.Such retiring directors are eligible for re-election.RemunerationCommittee reportcont i nued17Annual Report and Accounts 2012Directors remunerationThe amounts shown are the remuneration of the in

146、dividual directors who served during the year.The amounts shown reflect compensation only for the period for which they served as directors.Performance-Share-Base salaryrelatedbasedOtherTotalTot aland feesbonuspaymentsbenefits20122011$000$000$000$000$000$000Execut i ve:J Brady*34013616(76)416493S We

147、aver223711741352389Non-execut i ve:D Koechlin*222285S Wauchope676767D Buckeridge676767J Scudamore*45C Richards*353575420733(35)9591,146*Retired 13 April 2012*Deceased 29 August 2011*Appointed 1 August 2012*Negative amount in other benefits is indicative of a decrease in value due to annual reassessm

148、ent of the value of long-termbenefits accruedExecut i vesalar i esAt 1 January 2011,John Brady had a base salary of$340,000 and bonus potential of 100%of base salary.At 1 January 2011,Stephen Weaver had a base salary of$220,000 and bonus potential of 70%.With effectfrom 1 July 2012,his salary was in

149、creased to$226,600.Shar e-based payment sand ot herbenefit sIn 2012,the Company accrued a contribution to the 401(k)Plan of 3%(2011:3%)of eligible compensation.In 2012,pension expense for the executive directors was$15,000(2011:$15,000).In 2012,post-employment health benefits for John Brady were-$10

150、0,000(2011:$34,000).The negative isindicative of the fact that the value of these benefits is annually reassessed.Any decrease in value is shownas a negative.In 2012,the Company incurred$33,000(2011:$83,000)of share-based payment expense.In 2012,the Company incurred$17,000(2011:$22,000)of car allowa

151、nce expense.In 2012,the Company incurred$33,000(2011:$35,000)of medical,dental and life insurance expense.Remuneration Committee reportcont i nued18Annual Report and Accounts 2012Directors share-based incentivesMovement si n 2011On 21 February 2011,John Brady was awarded 100,000 ordinary shares unde

152、r the LTIP.The stock awardwill vest,subject to certain performance conditions,upon the announcement of the Companys final resultsfor the year ended 31 December 2013.On 21 February 2011,Steve Weaver was awarded 160,000 ordinary shares under the LTIP.The stock awardwill vest,subject to certain perform

153、ance conditions,upon the announcement of the Companys final resultsfor the year ended 31 December 2013.On 7 July 2011,with regard to 33,333 shares previously awarded to SteveWeaver under the LTIP,the vestingof which was dependent upon the achievement of 2010 performance targets,no shares were deemed

154、earned,the entire award being forfeited.On 16 August 2011,with regard to 50,000 shares previously awarded to John Brady under the LTIP,thevesting of which was dependent upon the achievement of 2010 performance targets,4,000 of such sharesvested,the balance being forfeited.The share price at the clos

155、e of the day on which the shares vestedwas 53p.On 16 August 2011,John Brady was awarded 60,000 ordinary shares under the LTIP.The stock award willvest,subject to certain performance conditions,upon the announcement of the Companys final results forthe year ended 31 December 2013.Movement si n 2012On

156、 23 May 2012,with regard to 66,832 shares previously awarded to Steve Weaver under the LTIP,thevesting of which was dependent upon the achievement of 2010 performance targets,the shares weredeemed earned,but the entire award was forfeited,due to non-take-up by Steve Weaver.On 30 June 2012,with regar

157、d to 85,000 shares previously awarded to John Brady under the LTIP,the vestingof which was dependent upon the achievement of 2011 performance targets,no shares were deemedearned,the entire award being forfeited.On 30 June 2012,with regard to 58,333 shares previously awarded to Steve Weaver under the

158、 LTIP,thevesting of which was dependent upon the achievement of 2011 performance targets,no shares were deemedearned,the entire award being forfeited.Further information related to shares issued to directors during the year is detailed in Note 8 to thefinancial statements.RemunerationCommittee repor

159、tcont i nued19Annual Report and Accounts 2012I nt er est si n shar e-based i ncent i ves(a)Shar eopt i onsThe interests of the directors in options to subscribe for ordinary shares of the Company at 31 December2012 are set out below:Exer ci sepr i ceNo ofopt i onsExpi r ydat eJ Brady918,9750.374 Mar

160、ch 201456,0250.714 March 2014975,000(b)Awar dsundert heLongTer m I ncent i vePlanThe interests of the directors in share awards under the LongTerm Incentive Plan at 31 December 2012 areset out below:No ofshar esVest i ngdat esJ Brady58,000From announcement of 2012 results to 30 June 2013160,000Upon

161、announcement of 2013 resultsS Weaver55,000From announcement of 2012 results to 30 June 2013160,000Upon announcement of 2013 resultsThere were no movements in the above holdings from 1 January 2013 to the date of this report.Ot heri nf or mat i onDuring the year,the Companys share price on AIM ranged

162、 between 34p and 105p.At 31 December 2012,the share price was 79p.At 25 March 2013,the last working day prior to the approval of thisAnnual Report,the share price was 81.5p.Remuneration Committee reportcont i nued20Annual Report and Accounts 2012The directors present their annual report together wit

163、h the audited financial statements for the year ended31 December 2012.Resultsand dividendsThe results of the Group for the year are set out on page 28 and show a loss for the year of$6,505,000(2011:loss of$5,099,000).The directors recommend that no dividend be paid at this time.Principal activities,

164、review of businessand future developmentsDetails of the Groups principal activities and a review of business and future developments are includedin the Chairmans statement on pages 3 to 7.DirectorsThe directors of the Company at the end of the year and their beneficial interests in the ordinary shar

165、ecapital of the Company,options to purchase ordinary shares of the Company and LTIP share awards wereas follows.At 31December 2012At1 Januar y2012SharesOptionsLTIPShar esOpt i onsLTI PJ Brady68,395975,000218,00068,3951,150,000303,000S Weaver215,000340,165S Wauchope155,629126,229D Buckeridge154,75512

166、5,355C RichardsFurther details of the directors share options and awards under the LTIP are shown in the RemunerationCommittee report on pages 14 to 20.None of the directors has any holding in any subsidiary company,nor any material interest in thetransactions of the Group.Dr.Dominik Koechlin also s

167、erved as a director of the Company from 1 January 2012 until his retirementon 13 April 2012.Reportof the directors21Annual Report and Accounts 2012Reportof the directorscont i nued22Annual Report and Accounts 2012Substantial shareholdersOn 25 March 2013,the directors were aware of the following pers

168、ons who,directly or indirectly,wereinterested in 3%or more of the Companys existing ordinary share capital:Per centofi ssuedNameShar esheldshar ecapi t al*Henderson Global Investors Limited12,768,60923.91ORA(Guernsey)Limited and Richard Griffiths11,985,04222.49Boulder River Capital Corporation5,000,

169、0009.37Robert Quested2,285,5994.28Universities Superannuation Scheme Limited2,102,5003.94Sarasin&Partners1,932,0003.62UBS Wealth Management1,773,3063.32Rahn&Bodmer,Zurich(PB)1,687,5473.16*The percentages shown are based on the most recent share register analysis or notification.Research and developm

170、entThe Group continues to invest in research and development activities with an emphasis on thecommercialisation of existing technologies,the formulation of products to meet specific customer needs andthe development of new products based on the Companys Harpin platform technology.BusinessreviewFor

171、a discussion of the Groups 2012 performance,see the Chairmans statement on pages 3 to 7.Key performance indicators(“KPIs”):The Group uses a range of performance measures to monitor and manage the business effectively.These areboth financial and non-financial.The most significant of these relate to G

172、roup financial performance andto the Groups progress in proving and exploiting its key natural technologies.The KPIs for financial performance include revenue,gross profit and margin,and operating loss.These KPIsindicate the volume of work the Group has undertaken,as well as the efficiency and profi

173、tability with whichthis work has been delivered.The KPIs for financial performance for the year ended 31 December 2012,with comparatives for the yearended 31 December 2011,are set out below:20122011Revenue($000)7,7527,853Gross profit($000)4,2704,114Gross profit margin(percentage)55.152.4Operating lo

174、ss($000)(6,530)(7,053)Reportof the directorscont i nued23Annual Report and Accounts 2012The KPIs for non-financial performance relate to the Groups natural technologies and include the numberand nature of contracts realised with partners,and progress along the mutually-agreed paths to commerciallaun

175、ch of products.Principal risksand uncertaintiesThere are a number of potential risks and uncertainties which have been identified within the businesswhich could have a material impact on the Groups longer-term performance.The key areas of risk identifiedby the Board are summarised below:Li qui di t

176、yr i skSee Note 21(d)for the Groups consideration of liquidity risk.Technologyand commer ci ali sat i on r i skThere are technology and commercialisation risks associated with the Groups proprietary products and itspartners.If the Groups key technologies do not perform as favourably as anticipated o

177、r are not received aswell as forecasted in the marketplace,the Groups financial results would be adversely affected.To mitigatethis risk,the Group has prioritised its strategic focus on a select group of partnerships and hasworked closely with key existing and potential partners to continue to revie

178、w,evaluate and develop itstechnologies to ensure continued innovation and commercial viability through research,field trialsand consumer feedback.Cr edi tr i skDue to the difficult global economic conditions,the level of credit risk related to the Groups tradereceivables has increased.Inability to c

179、ollect on the Groups trade receivables would result in bad debtexpense or legal costs which would adversely affect the Groups financial results.The Group has addressedthis risk by utilising a formal credit policy,monitoring and restricting further shipments to customers withoverdue payments,and hold

180、ing monthly credit review meetings.Gr oup over si ghtThe Group is dependent on a small management team.The result is a risk that the departure of key membersof the management team may result in the Groups inability to adequately perform against its strategic plan.This could adversely impact the Grou

181、ps financial performance.To address this,the Group has an activeBoard of directors,which meets a minimum of 10 times each year to discuss all aspects of the Groupsperformance and strategy.Financial instrumentsThe Group uses various financial instruments,including equity,cash,short-term investments o

182、f investmentgrade notes and bonds,and items such as trade receivables and trade payables that arise directly fromits operations.Information on the risks associated with the Companys involvement in financial instruments is given inNote 21 to the financial statements.Reportof the directorscont i nued2

183、4Annual Report and Accounts 2012Charitable and political contributionsDuring the year,the Group made the following contributions:20122011Charitable$12,000No political donations were made during the year.Board meetingsand attendanceThe following table shows the attendance of directors at meetings of

184、the Board,Audit Committee andRemuneration Committee held during the 2012 financial year.Audi t Remuner at i onBoar dCommi t t eeCommi t t eeNumber of meetingsheld1332D Koechlin*5J Brady9S Weaver13S Wauchope1232D Buckeridge1332C Richards*5*Retired 13 April 2012*Appointed 1 August 2012AuditorAll of th

185、e directors have taken all the steps that they ought to have taken to make themselves aware of anyinformation needed by the Companys auditor for the purposes of its audit and to ensure that the auditor isaware of that information.The directors are not aware of any relevant audit information of which

186、 theauditor is unaware.Annual general meetingAt the forthcoming annual general meeting of the Company,resolutions will be put forward to electDr.Christopher Richards,who was appointed to the Board since the last annual general meeting andPaul Schmidt,who will be appointed to the Board on 2 April,as

187、directors,to re-elect John Brady,whoretires by rotation,and to re-appoint BDO LLP as auditor to the Company.By Order of the BoardAndrew C.Wood FCISCompanySecr et ar y26 March 2013Statementof directorsresponsibilities25Annual Report and Accounts 2012The directors are responsible for preparing the ann

188、ual report and the financial statements in accordance withapplicable law and regulations.Company law requires the directors to prepare financial statements for each financial year.Under that law,the directors have elected to prepare the Group financial statements in accordance with InternationalFina

189、ncial Reporting Standards(“IFRSs”),as adopted by the European Union,and the Company financialstatements in accordance with United Kingdom Generally Accepted Accounting Practice(United KingdomAccounting Standards and applicable law).Under company law,the directors must not approve the financialstatem

190、ents unless they are satisfied that they give a true and fair view of the state of affairs of the Group andCompany and of the profit or loss of the Group for that period.The directors are also required to preparefinancial statements in accordance with the rules of the London Stock Exchange for compa

191、nies tradingsecurities on theAlternative Investment Market(“AIM”),and the rules of the Channel Islands Stock Exchange.In preparing these financial statements,the directors are required to:select suitable accounting policies and then apply them consistently;make judgments and accounting estimates tha

192、t are reasonable and prudent;state whether they have been prepared in accordance with IFRSs,as adopted by the European Union,subject to any material departures disclosed and explained in the financial statements;andprepare the financial statements on the going concern basis,unless it is inappropriat

193、e to presume thatthe Company will continue in business.The directors are responsible for keeping adequate accounting records that are sufficient to show and explainthe Companys transactions and disclose with reasonable accuracy at any time the financial position of theCompany and enable them to ensu

194、re that the financial statements comply with the requirements of theCompanies Act 2006.They are also responsible for safeguarding the assets of the Company and hence fortaking reasonable steps for the prevention and detection of fraud and other irregularities.Website publicationThe directors are res

195、ponsible for ensuring the annual report and the financial statements are made availableon a website.Financial statements are published on the Companys website in accordance with legislationin the United Kingdom governing the preparation and dissemination of financial statements,which may varyfrom le

196、gislation in other jurisdictions.The maintenance and integrity of the Companys website is theresponsibility of the directors.The directors responsibility also extends to the ongoing integrity of thefinancial statements contained therein.IndependentauditorsreportTO THE SHAREHOLDERS OF PLANT HEALTH CA

197、RE PLC26Annual Report and Accounts 2012We have audited the financial statements of Plant Health Care plc for the year ended 31 December 2012which comprise the consolidated statement of comprehensive income,the consolidated statement offinancial position,the consolidated statement of changes in equit

198、y,the consolidated statement of cash flows,the Company balance sheet,and the related notes.The financial reporting framework that has been appliedin the preparation of the Group financial statements is applicable law and International Financial ReportingStandards(“IFRSs”)as adopted by the European U

199、nion.The financial reporting framework that has beenapplied in the preparation of the parent company financial statements is applicable law and United KingdomAccounting Standards(United Kingdom Generally Accepted Accounting Practice).This report is made solely to the Companys members,as a body,in ac

200、cordance with Chapter 3 of part 16of the Companies Act 2006.Our audit work has been undertaken so that we might state to the Companysmembers those matters we are required to state to them in an auditors report and for no other purpose.To the fullest extent permitted by law,we do not accept or assume

201、 responsibility to anyone other thanthe Company and the Companys members as a body,for our audit work,for this report,or for the opinionswe have formed.Respective responsibilitiesof directorsand auditorAs explained more fully in the statement of directors responsibilities,the directors are responsib

202、le for thepreparation of the financial statements and for being satisfied that they give a true and fair view.Ourresponsibility is to audit and express an opinion on the financial statements in accordance with applicablelaw and International Standards on Auditing(UK and Ireland).Those standards requ

203、ire us to comply withthe Auditing Practices Boards(“APBs”)Ethical Standards for Auditors.Scope of the auditof the financial statementsA description of the scope of an audit of financial statements is provided on the APBs website atwww.frc.org.uk/apb/scope/private.cfm.Opinion on financial statementsI

204、n our opinion:the financial statements give a true and fair view of the state of the Groups and the parent companysaffairs as at 31 December 2012 and of the Groups loss for the year then ended;the Group financial statements have been properly prepared in accordance with IFRSs as adopted bythe Europe

205、an Union;the parent companys financial statements have been properly prepared in accordance with UnitedKingdom Generally Accepted Accounting Practice;andthe financial statements have been prepared in accordance with the requirements of the CompaniesAct 2006.Opinion on other mattersprescribed by the

206、CompaniesAct2006In our opinion the information given in the report of the directors for the financial year for which the financialstatements are prepared is consistent with the financial statements.Independentauditorsreportcont i nued27Annual Report and Accounts 2012Matterson which we are required t

207、o reportby exceptionWe have nothing to report in respect of the following matters where the Companies Act 2006 requires usto report to you if,in our opinion:adequate accounting records have not been kept by the parent company,or returns adequate for ouraudit have not been received from branches not

208、visited by us;orthe parent company financial statements are not in agreement with the accounting records and returns;orcertain disclosures of directors remuneration specified by law are not made;orwe have not received all the information and explanations we require for our audit.Julian Frost(seni or

209、st at ut or yaudi t or)For and on behalf of BDO LLP,statutory auditor55 Baker Street,LondonUnited Kingdom26 March 2013BDO LLP is a limited liability partnership registered in England and Wales(with registered number OC305127).Consolidated statementofcomprehensive incomeFOR THEYEAR ENDED 31 DECEMBER

210、201228Annual Report and Accounts 201220122011Not e$000$000Revenue47,7527,853Cost of sales(3,482)(3,739)Grossprofit4,2704,114Distribution costs(2,996)(3,129)Research and development expenses(2,064)(2,248)Administrative expenses(5,740)(5,790)Operating loss5(6,530)(7,053)Finance income108482Finance exp

211、ense10(4)(7)Lossbefore tax(6,450)(6,978)Income tax expense11(55)(157)Netlossfrom continuing operations(6,505)(7,135)Profit of discontinued operations,net of tax122,036Lossfor the year(6,505)(5,099)Other comprehensive gain/(loss)Exchange difference on translation of foreign operations140(127)Total co

212、mprehensive lossfor the year(6,365)(5,226)Netlossattributable to:Owners of the parent(6,573)(5,141)Non-controlling interest6842(6,505)(5,099)Total comprehensive lossattributable to:Owners of the parent(6,433)(5,268)Non-controlling interest6842(6,365)(5,226)Basic and diluted lossper share13$(0.12)$(0

213、.10)Basic and diluted lossper share from continuing operations13$(0.12)$(0.13)The notes on pages 32 to 61 form part of these financial statements.Consolidated statementoffinancial positionAT 31 DECEMBER 201229Annual Report and Accounts 201220122011Not e$000$000AssetsNon-currentassetsIntangible asset

214、s143,2523,505Property,plant and equipment15235280Trade and other receivables17156602Total non-current assets3,6434,387CurrentassetsInventories161,7291,674Trade and other receivables173,4773,364Investments214,2044,892Cash and cash equivalents3,5018,906Total current assets12,91118,836Total assets16,55

215、423,223LiabilitiesCurrentliabilitiesTrade and other payables182,3272,748Borrowings191210Provisions20154Total current liabilities2,3392,912Non-currentliabilitiesBorrowings1948Provisions2075175Total non-current liabilities123175Total liabilities2,4623,087Total netassets14,09220,136Share capital2395294

216、9Share premium2450,62450,476Reverse acquisition reserve2410,54810,548Share-based payment reserve242,7802,610Foreign exchange reserve24(580)(720)Retained earnings24(50,502)(43,929)13,82219,934Non-controlling interests24270202Total equity14,09220,136The financial statements were approved and authorise

217、d for issue by the Board on 26 March 2013.J BradyDi r ect orRegistered No:05116780(England and Wales)The notes on pages 32 to 61 form part of these financial statements.Consolidated statementofchangesin equityAT 31 DECEMBER 201230Annual Report and Accounts 2012Shar e-Rever s ebas edFor ei gnNon-Shar

218、 eShar e acqui s i t i onpayment exchangeRet ai nedcont r olli ngTot alcapi t alpr emi umr es er ver es er ver es er veear ni ngsTot ali nt er es t sequi t y$000$000$000$000$000$000$000$000$000Balance at1 January 201194450,27010,5482,329(593)(38,788)24,71016024,870Loss for year(5,141)(5,141)42(5,099

219、)Exchange differencearising on translationof foreign operations(127)(127)(127)Total comprehensiveincome(127)(5,141)(5,268)42(5,226)Shares issued3141144144Share-basedpayments281281281Options exercised2656767Balance at31 December 201194950,47610,5482,610(720)(43,929)19,93420220,136Loss for year(6,573)

220、(6,573)68(6,505)Exchange differencearising on translationof foreign operations140140140Total comprehensiveincome140(6,573)(6,433)68(6,365)Shares issued1888989Share-based payments170170170Options exercised2606262Balance at31 December 201295250,62410,5482,780(580)(50,502)13,82227014,092The notes on pa

221、ges 32 to 61 form part of these financial statements.Consolidated statementofcash flowsFOR THEYEAR ENDED 31 DECEMBER 201231Annual Report and Accounts 201220122011Not e$000$000Cash flowsfrom operating activitiesLoss for the year(6,505)(5,099)Adjustments for:Depreciation15152171Amortisation of intangi

222、bles14275252Share-based payment expense170281Finance income10(84)(82)Finance expense1047Income taxes expense55157(Increase)/decrease in trade and other receivables(477)4,560Decrease/(increase)in finance lease receivables535(535)Profit on sale of discontinued operations,net of tax(3,319)Increase in i

223、nventories(9)(41)(Decrease)/increase in trade and other payables(438)64(Decrease)/increase in provisions(254)22Income taxes paid(131)(71)Netcash used in operating activities(6,707)(3,633)Investing activitiesPurchase of property,plant and equipment15(156)(19)Expenditure on externally-acquired intangi

224、ble assets14(22)(193)Disposal of discontinued operations,net of cash124004,330Finance income108482Purchase of investments(1,980)(3,243)Sale of investments2,6563,333Netcash provided by investing activities9824,290Financing activitiesInterest paid10(4)(7)Issue of ordinary share capital89144Exercise of

225、 options6266Increase in borrowings61Repayment of borrowings(11)(43)Netcash provided by financing activities197160Net(decrease)/increase in cash and cash equivalents(5,528)817Effectsof exchange rate changeson cashand cash equivalents12335Cash and cash equivalentsatbeginning of period8,9068,054Cash an

226、d cash equivalentsatend of period3,5018,906The notes on pages 32 to 61 form part of these financial statements.Notesforming partof the Groupfinancial statementsFOR THEYEAR ENDED 31 DECEMBER 201232Annual Report and Accounts 20121.General informationPlant Health Care plc(“the Company”)is a public limi

227、ted company incorporated in England.The addressof its registered office is set out on page 2.The principal markets of the Company and its subsidiaries aredescribed in Note 9.2.Accounting policiesRepor t i ngcur r encyThe financial statements are presented in US dollars.The directors believe that it

228、is appropriate to use USdollars as the presentational currency for reporting,since the majority of the Groups transactions areconducted in that currency.The exchange rate used to convert British Pounds to US Dollars at 31 December2012 was 1.6168 and the average exchange rate for the year was 1.5876.

229、Basi sofpr epar at i onThese consolidated financial statements have been prepared in accordance with International FinancialReporting Standards,International Accounting Standards and Interpretations(collectively“IFRSs”)issued bythe International Accounting Standards Board(“IASB”)as adopted by the Eu

230、ropean Union and those parts ofthe Companies Act 2006 which apply to companies preparing their financial statements under IFRSs.The principal accounting policies are set out below.The policies have been applied consistently to all theyears presented and on a going concern basis.St andar ds,amendment

231、 sand i nt er pr et at i onst o publi s hed s t andar dsef f ect i vei n 2012 adopt ed byt heGr oupA number of new and amended standards have become effective since the beginning of the year.None ofthe new amendments are expected to materially affect the Group.St andar ds,amendment sand i nt er pr e

232、t at i onst o publi shed st andar dsnotyetef f ect i veThere are a number of new standards and amendments to and interpretations of existing standards whichhave been published and are not yet mandatory and which the Company has decided not to adopt early.A summary of these standards and their probab

233、le impact on the Company is given in Note 27 to thefinancial statements.Basi sofconsoli dat i onOn 6 July 2004,Plant Health Care plc became the legal parent company of Plant Health Care,Inc.in ashare-for-share transaction.The former shareholders of Plant Health Care,Inc.became the majorityshareholde

234、rs of Plant Health Care plc.Further,the continuing operations and executive management ofPlant Health Care plc were those of Plant Health Care,Inc.This combination was accounted for as a reverse acquisition with Plant Health Care,Inc.,the legal acquiree,being treated as the acquirer.Under this metho

235、d the assets and results of Plant Health Care plc werecombined with the assets,liabilities and results of Plant Health Care,Inc.from the date of combination.There was no adjustment to the carrying values of the assets and liabilities in Plant Health Care,Inc.toreflect their fair value at the date of

236、 combination.No goodwill arose on this combination.Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201233Annual Report and Accounts 20122.Accounting policiescont i nuedWhere the Company has the power,either directly or indirectly,to govern the financial and

237、operatingpolicies of another entity or business so as to obtain benefits from its activities,it is classified as a subsidiary.The consolidated financial statements present the results of the Company and its subsidiaries(“the Group”)as if they formed a single entity.Intercompany transactions and bala

238、nces between group companies aretherefore eliminated in full.The consolidated financial statements incorporate the results of business combinations using the purchasemethod.In the consolidated statement of financial position,the acquirees identifiable assets,liabilities andcontingent liabilities are

239、 initially recognised at their fair values at the acquisition date.The results of acquiredoperations are included in the statement of comprehensive income from the date on which control isobtained.They are deconsolidated from the date control ceases.From 1 January 2010,the total comprehensive income

240、 of non-wholly-owned subsidiaries is attributed toowners of the parent and to the non-controlling interests in proportion to their relative ownership interests.Before this date,unfunded losses in such subsidiaries were attributed entirely to the Group.In accordancewith the transitional requirements

241、of IAS 27(2008),the carrying value of non-controlling interests at theeffective date of the amendment has not been restated.Goi ngconcer nIn consideration of the Groups current resources and review of financial forecasts and projections,thedirectors have a reasonable expectation that the Group has a

242、dequate resources to continue in operationalexistence for the foreseeable future.No material uncertainties that may cast significant doubt about theability of the Company to continue as a going concern have been identified by the directors.Accordingly,the directors continue to adopt the going concer

243、n basis in preparing the Annual Report and Accounts.RevenueRevenue comprises sales of goods to external customers and revenues generated through thecommercialisation of the Groups technology(fee income).Sales of goods to external customers are atinvoiced amount less value added tax or local taxes on

244、 sales and are recognised at the point that thecustomer takes legal title to the goods sold.Fee income is recognised when the Group has no remainingobligations to perform under a non-cancellable contract which permits the user to act freely under the termsof the agreement.For sales of goods that are

245、 subject to bill and hold arrangements this means:The goods are complete and ready for delivery;The goods are separately identified from the Groups other inventory and are not used to fulfil any otherorders;andThe customer has requested that the goods not be delivered.Notesforming partof the Groupfi

246、nancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201234Annual Report and Accounts 20122.Accounting policiescont i nuedGoodwi llGoodwill is measured as the excess of the cost of an acquisition over the net fair value of the identifiableassets,liabilities and contingent liabilities,plus any

247、direct costs of acquisition.Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged toadministrative expenses in the consolidated statement of comprehensive income.The Company performsannual impairment tests for goodwill at the financial year-end.Ot heri nt

248、 angi bleasset sExternally-acquired intangible assets are initially recognised at cost and subsequently amortised on astraight-line basis over their useful economic lives.The amortisation expense is included withinadministrative expenses in the consolidated statement of comprehensive income.Intangib

249、le assets are recognised on business combinations if they are separable from the acquired entity orgive rise to contractual or other legal rights,and are initially recognised at their fair value.Expenditures on internally-developed intangible assets(development costs)are capitalised if it can bedemo

250、nstrated that:it is technically feasible to develop the product for it to be sold;adequate resources are available to complete the development;there is an intention to complete and sell the product;the Group is able to sell the product;sale of the product will generate future economic benefits;andex

251、penditure on the project can be measured reliably.Capitalised development costs are amortised over the periods of the future economic benefit attributable tothe asset.The amortisation expense is included within administrative expenses in the consolidated statementof comprehensive income.Development

252、expenditure not satisfying the above criteria and expenditure on the research phase of internalprojects are recognised in profit or loss.The significant intangibles recognised by the Group and their estimated useful economic lives are as follows:Licenses12 yearsRegistrations5-10 yearsNotesforming pa

253、rtof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201235Annual Report and Accounts 20122.Accounting policiescont i nuedI mpai r mentofgoodwi ll and ot heri nt angi bleasset sImpairment tests on goodwill are undertaken annually at the financial year-end.Other non-financial as

254、setsare subject to impairment tests whenever events or changes in circumstances indicate that their carryingamount may not be recoverable.Where the carrying value of an asset exceeds its recoverable amount(that is the higher of value in use and fair value less costs to sell),the asset is written dow

255、n accordingly.Impairment charges are included within administrative expenses in the consolidated statement ofcomprehensive income.An impairment loss recognised for goodwill is not reversed.For ei gn cur r encyForeign currency transactions of individual companies are translated into the individual co

256、mpanysfunctional currency.Any differences are recognised in profit or loss.On consolidation,the results of operations that have a functional currency other than US dollars aretranslated into US dollars at rates approximating to those ruling when the transactions took place.Statementsof financial pos

257、ition are translated at the rate ruling at the end of the financial period.Exchange differencesarising on translating the opening net assets at opening rate and the results of operations that have afunctional currency other than US dollars at average rate are included within“other comprehensive inco

258、me”in the consolidated statement of comprehensive income and taken to the foreign exchange reserve withincapital and reserves.Exchange differences recognised in profit or loss in Group entities separate financial statements on thetranslation of long-term monetary items forming part of the Groups net

259、 investment in the overseas operationconcerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserveon consolidation.Fi nanci al i nst r ument sTrade receivables collectible within one year from date of invoicing are recognised at invoice value lessprovision

260、for amounts the collectibility of which is uncertain.Trade receivables collectible after more thanone year from date of invoicing are initially recognised at fair value,and subsequently carried at amortisedcost using the effective interest rate method,less provision for impairment.Investments compri

261、se short-term investments in notes and bonds having investment grade ratings.Theseassets are actively managed and evaluated by key management personnel on a fair value basis in accordancewith a documented investment strategy.They are carried at fair value as determined by quoted prices onactive mark

262、ets,with changes in fair values recognised through profit or loss.Cash and cash equivalents comprise cash on hand,demand deposits and other short-term highly liquidinvestments that are readily convertible to a known amount of cash and are subject to insignificant risk ofchanges in value.Trade and ot

263、her payables are initially recognised at fair value and subsequently carried at amortised costusing the effective interest method.Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201236Annual Report and Accounts 20122.Accounting policiescont i nuedEquity inst

264、ruments issued by the Company are recorded at the proceeds received,net of direct issue costs.The Groups ordinary shares are classified as equity instruments.Employeebenefit sThe Group maintains a number of defined contribution pension schemes for certain of its employees;theGroup does not contribut

265、e to any defined benefit pension schemes.The amount charged to profit or lossrepresents the employer contributions payable to the schemes for the financial period.The expected costs of all short-term employee benefits,including short-term compensated absences,arerecognised during the period the empl

266、oyee service is rendered.Equi t yshar e-based payment sShare-based payments issued to employees include share options and stock awards under a long-termincentive plan.Equity-settled share-based payments are measured at fair value(excluding the effect ofnon-market-based vesting conditions)at the date

267、 of grant.The fair value determined at the date of grant isrecognised as an expense with a corresponding increase in equity on a straight-line basis over the vestingperiod,based on the Companys estimate of the shares that will eventually vest and be adjusted for theeffect of non-market-based vesting

268、 conditions.Leased asset s:lesseeWhere assets are financed by leasing agreements that give rights approximating to ownership(financeleases),the assets are treated as if they had been purchased outright.The amount capitalised is the presentvalue of the minimum lease payments payable over the term of

269、the lease.The corresponding leasecommitments are shown as amounts payable to the lessor.Depreciation on the relevant assets is recognisedin profit or loss.Lease payments are analysed between capital and interest components.The interest element of the paymentis charged to income over the period of th

270、e lease and is calculated so that it represents a constant proportionof the balances of capital repayments outstanding.The capital element reduces the amounts payable tothe lessor.All other leases are treated as operating leases.Their annual rentals are charged to income on a straight-linebasis over

271、 the lease term.Leased asset s:lessorWhere assets are leased to a third party and give rights approximating to ownership(finance leases),the assets are treated as if they had been sold outright.Lease payments are analysed between capital and interest components so that the interest element of thepay

272、ment is credited to the profit and loss account over the period of the lease and represents a constantproportion of the balance of capital repayments outstanding.The capital part reduces the amounts owedby the lessee.Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DE

273、CEMBER 201237Annual Report and Accounts 20122.Accounting policiescont i nuedPr oper t y,plantand equi pmentItems of property,plant and equipment are initially recognised at cost.Cost includes the purchase price andcosts directly attributable to bringing the asset into operation.Depreciation is provi

274、ded to write off the cost,less estimated residual values,of all property,plant and equipment over their expected useful lives.It iscalculated at the following rates:Production machinery10 20%per annumOffice equipment20 33%per annumVehicles20%per annumI nvent or i esInventories are initially recognis

275、ed at cost,and subsequently at the lower of cost and net realisable value.Cost comprises all costs of purchase and all other costs of conversion.Def er r ed t axDeferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in thebalance sheet differs from its

276、tax base,except for differences on:the initial recognition of goodwill;the initial recognition of an asset or liability in a transaction which is not a business combination andat the time of the transaction affects neither accounting nor taxable profit;andinvestments in subsidiaries and jointly-cont

277、rolled entities where the Group is able to controlthe timing of the reversal of the difference and it is probable that the difference will not reverse in theforeseeable future.Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit willbe availabl

278、e against which the difference can be utilised.The amount of the asset or liability is determined using tax rates that have been enacted or substantivelyenacted by the end of the financial period and are expected to apply when the deferred tax liabilities/(assets)are settled/(recovered).Deferred tax

279、 assets and liabilities are offset when the Group has a legally enforceable right to offset currenttax assets and liabilities and when they relate to income taxes levied by the same tax authority and theGroup intends to settle its current tax assets and liabilities on a net basis.Pr ovi si onsProvis

280、ions are recognised for liabilities of uncertain timing or amount that have arisen as a result of pasttransactions and are discounted at a pre-tax rate reflecting current market assessments of the time value ofmoney and the risks specific to the liability.Notesforming partof the Groupfinancial state

281、mentscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201238Annual Report and Accounts 20123.Critical accounting estimatesand judgmentsIn preparing its financial statements,the Group makes certain estimates and judgments regarding the future.Estimates and judgments are continually evaluated based on histori

282、cal experience and other factors,including expectations of future events that are believed to be reasonable under the circumstances.In thefuture,actual experience may differ from estimates and assumptions.The estimates and judgments that havea risk of causing a material adjustment to the carrying am

283、ounts of assets and liabilities within the nextfinancial year are discussed below.I mpai r mentofi nt angi bleasset s(excludi nggoodwi ll)At the end of the financial period,the Group reviews the carrying amounts of its intangible assets todetermine whether there is any indication that those assets h

284、ave suffered any impairment loss.If any suchindication exists,the recoverable amount of the asset is estimated to determine the extent of the impairmentloss(if any).Recoverable amount is the higher of fair value less costs to sell and value in use.In assessing the value inuse,the estimated future ca

285、sh flows are discounted to their net present value using a pre-tax discount ratethat reflects current market assessments of the time value of money and the risks specific to the asset.If the recoverable amount of an asset is estimated to be less than its carrying amount,the carrying amountof the ass

286、et is reduced to its recoverable amount.An impairment loss is recognised immediately withinadministrative expenses in the consolidated statement of comprehensive income.I mpai r mentofgoodwi llThe Group tests whether goodwill has suffered any impairment on an annual basis.The recoverable amountis de

287、termined based on value-in-use calculations.The use of this method requires the estimation of futurecash flows and the choice of a discount rate in order to calculate the present value of the cash flows.Actualoutcomes may vary.More information on carrying values is included in Note 14.Usef ul li ves

288、ofi nt angi bleasset sIntangible assets are amortised over their useful lives.Useful lives are based on managements estimates ofthe period over which the assets will generate revenue and are periodically reviewed for continuedappropriateness.Changes to estimates can result in significant variations

289、in the carrying value and amountscharged to income in specific periods.More details on carrying values are included in Note 14.I nvent or yThe Company reviews the net realisable value of,and demand for,its inventory on a periodic basis toprovide assurance that recorded inventory is stated at the low

290、er of cost or net realisable value.Factors thatcould impact estimated demand and selling prices include timing and success of future technologicalinnovations,competitor actions,supplier prices and economic trends.Changes in these factors that differfrom managements estimates can result in adjustment

291、 to the carrying value and amounts charged to incomein specific periods.More details on carrying amounts and write down of inventories to net realisable valueare included in Note 16.Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201239Annual Report and Acco

292、unts 20123.Critical accounting estimatesand judgmentscont i nuedRecei vablesThe Company reviews the net recoverable value of its accounts receivable on a periodic basis to provideassurance that recorded accounts receivable are stated net of any required provision for impairment.Factorsthat could imp

293、act recoverability include the financial propriety of customers and related economic trends.Changes in these factors that differ from managements estimates can result in adjustment to the carryingvalue and amounts charged to income in specific periods.More details on gross balances and provisionsmad

294、e are included in Note 17.War r ant yclai msPrior to 1 January 2011,the Group offered a three-year warranty on certain of its products in the USA.The cost of future warranty claims was estimated during the period the sales were made.As the warrantyis no longer offered,no additional warranty accruals

295、 were recorded during the period.The potential forclaims on prior year sales expired on 31 October 2012.4.Revenue20122011$000$000Revenue arises from:Sale of goods7,7527,8535.Operating loss20122011Not e$000$000Operating loss is arrived at after charging:Share-based payment expense6170450Depreciation1

296、5152171Amortisation of intangibles14275252Operating lease expense356333Foreign exchange losses/(gains)15(24)Auditors remuneration:Fees payable to the Companys auditor and its associatesfor the audit of the Companys annual accounts6059Fees payable to the Companys auditor and its associatesfor other s

297、ervices:Audit of the Companys subsidiaries2726Total auditors remuneration8785Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201240Annual Report and Accounts 20126.Staff costsStaff costs for all employees,including executive directors,comprise:20122011$000$0

298、00Wages and salaries5,0595,181Redundancy costs599Social security and payroll taxes354423Defined contribution pension costs114129Medical and other benefits2323925,7596,724Share-based payments expense current employees170450Share-based payments expense redundant employees(169)5,9297,005The average num

299、ber of employees of the Group during the year,including executive directors,wasas follows:20122011Administration2323Distribution1722Research and development3443497.Directors and key managementpersonnel remunerationKey management personnel are those persons having authority and responsibility for pla

300、nning,directing andcontrolling activities of the Group,and includes all directors of the Company.Further disclosures on theremuneration of each individual director are included in the directors remuneration section of theRemuneration Committee report on page 18.20122011$000$000Base salary,fees and b

301、onuses961957Other short-term employee benefits(50)91Share-based payments3383Pensions and other post-retirement benefits15159591,146The two executive directors who served during the year were eligible to participate in the Groups 401(k)retirement plan(2011:two).For the highest-paid director informati

302、on,refer to page 18.Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201241Annual Report and Accounts 20128.Share-based paymentsThe Company operates two equity-settled share-based remuneration schemes for employees:a share optionscheme and a long-term incenti

303、ve stock award plan,as described in the“Elements of remuneration”sectionfor executive directors within the Remuneration Committee report on page 14.Valuation of the share options granted during the year ended 31 December 2012 was as follows:20 Mar ch17 Sept emberShare options granted8,0009,000Weight

304、ed average fair value26p46pAssumptions used in measuring fair value:Weighted average share price54p95pExercise price57p96pExpected volatility49%49%Option life(years)1010Expected vesting period(years)4.54.5Expected dividend yieldNilNilRisk-free interest rate1.26%0.86%Valuation of the share options gr

305、anted during the year ended 31 December 2011 was as follows:16 Mar ch16 August 16 Sept emberShare options granted16,00036,00013,500Weighted average fair value29p27p29pAssumptions used in measuring fair value:Weighted average share price56p53p57.75pExercise price53p52.5p57.75pExpected volatility49%49

306、%49%Option life(years)101010Expected vesting period(years)4.54.54.5Expected dividend yieldNilNilNilRisk-free interest rate2.41%1.51%1.36%There were no long-term incentive awards granted during the year ended 31 December 2012.Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR END

307、ED 31 DECEMBER 201242Annual Report and Accounts 20128.Share-based paymentscont i nuedValuation of the long-term incentive awards granted during the year ended 31 December 2011 wasas follows:21 Febr uar y16 AugustShares awarded940,00060,000Weighted average fair value31p21pAssumptions used in measurin

308、g fair value:Expected volatility49%49%Expected vesting period(years)33Expected dividend yieldNilNilRisk-free interest rate2.75%0.92%For valuation of both the share options granted and LTIP shares awarded,in 2012 and 2011:The expected volatility was determined by reference to the historical share pri

309、ce of Plant Health Careplc for a three-year period;The expected vesting period reflects market-based performance conditions for these options and shareawards;andFair values were calculated using the binomial option pricing model.9.SegmentinformationThe Group views,manages and operates its business a

310、ccording to geographical segments.Revenue isgenerated from the sale of agricultural products across all geographic segments.2012USAMexi coEur opeEli mi nat i onTot al$000$000$000$000$000Revenue*External sales6983,0923,9627,752Inter-segment sales1,23016(1,246)Total revenue1,9283,1083,962(1,246)7,752S

311、egmentoperatingprofit/(loss)(3,965)373245(8)(3,355)Unallocated public companyand corporate expenses*(3,175)Operating loss(6,530)Finance income84Finance expense(4)Lossbefore tax(6,450)*Revenue from one customer totals$976,000,which is greater than 10%of the Groups revenue.This customer purchases good

312、sfrom the European segment.*These amounts represent public company expenses for which there is no reasonable basis by which to allocate the amounts acrossthe Groups segments.Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201243Annual Report and Accounts 201

313、29.Segmentinformation cont i nuedOther segment information:Unallocat ed/USAMexi coEur opeEli mi nat i onsTot al$000$000$000$000$000Segment assets11,3621,7003,49216,554Segment liabilities1,5403885342,462Capital expenditure67188156Non-cash expenses:Depreciation832940152Amortisation25817275Share-based

314、payment722512611702011USAMexi coEur opeEli mi nat i onTot al$000$000$000$000$000RevenueExternal sales8313,0334,0137,877Inter-segment sales846(846)Total revenue1,6773,0334,013(846)7,877Discontinued operations(24)Consolidated revenue7,853Segmentoperatingprofit/(loss)(4,466)32228037(3,827)Unallocated p

315、ublic companyand corporate expenses*(3,300)Discontinued operations74Operating loss(7,053)Finance income82Finance expense(7)Lossbefore tax(6,978)*These amounts represent public company expenses for which there is no reasonable basis by which to allocate the amounts acrossthe Groups segments.Notesform

316、ing partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201244Annual Report and Accounts 20129.Segmentinformation cont i nuedOther segment information:Unallocat ed/USAMexi coEur opeEli mi nat i onsTot al$000$000$000$000$000Segment assets17,8991,4773,84723,223Segment liabilit

317、ies1,8334987563,087Capital expenditure11819Non-cash expenses:Depreciation953244171Amortisation2466252Share-based payment2443122153450Segment assets include all operating assets used by a segment and consist principally of operating cash,receivables,inventories,property,plant and equipment and intang

318、ible assets,net of allowances andprovisions.Segment liabilities include all operating liabilities and consist principally of trade payables andaccrued liabilities.Unallocated assets and liabilities include assets and liabilities attributable to the general entity,includingcash and short-term investm

319、ents,property plant and equipment,income tax payable,borrowings and tradepayables and accrued expenses.All material non-current assets are located in the USA.10.Finance income and expense20122011$000$000Fi nancei ncomeInterest on deposits and investments8482Fi nanceexpenseInterest on finance leases4

320、7Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201245Annual Report and Accounts 201211.Tax expense20122011$000$000Current tax as profit for the year7125Deferred tax origination and reversal of timing differences4832Total tax expense55157The reasons for the

321、 difference between the actual tax charge for the year and the standard rate of corporationtax in the UK applied to profits for the year are as follows:20122011$000$000Loss before tax continuing operations(6,450)(6,978)Profit before tax discontinued operations2,036(6,450)(4,942)Expected tax credit b

322、ased on the standard rate of corporationtax in the UK of 24.5%(2011:26.5%)(1,580)(1,310)Disallowable(income)/expenses28(25)Share-based payment expense per accounts4174Share-based payment expense per tax returns(6)Losses available for carryover1,5071,454Losses utilised in the year(2)(96)Amortisation

323、of intangibles14(29)Other temporary differences557Movement in deferred tax4832Actual tax charge for the year55157At 31 December 2012,the Group had a potential deferred tax asset of$17,719,000,which includes taxlosses available to carry forward of$16,824,000(being actual federal,foreign and state los

324、ses of$61,600,000)arising from historical losses incurred and other timing differences of$895,000.Deferred tax liabilityDef er r ed t axat i on$000At 1 January 201289Charged to the profit and loss account48At 31 December 2012137The deferred tax liability comprises sundry timing differences.Notesform

325、ing partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201246Annual Report and Accounts 201212.Discontinued operationsIn January 2011,the Group sold the trade and certain assets and liabilities of its US landscape and retailbusiness,which represents the only operation prese

326、nted as discontinued operations for the year ended31 December 2011.The results of this business for the year ended 31 December 2011 are shown under“Profit of discontinued operations,net of tax”in the consolidated statement of comprehensive income.(a)USlandscapeand r et ai l:pr ofiton di sposalIn Jan

327、uary 2011,the Group sold the trade and certain assets and liabilities of its US landscape andretail business.The post-tax profit on disposal of discontinued operations was determined as follows:2011$000Cash received4,250Deferred consideration receivable(held in escrow)4004,650Net assets disposed of(

328、other than cash):Property,plant and equipment(64)Trade and other receivables(1,135)Inventory(555)Intangible assets(140)Trade and other payables563(1,331)Reorganisation costs and transaction expenses(1,209)Profit on disposal of discontinued operations2,110The reorganisation costs comprise severance c

329、osts of approximately$679,000 and costs related tothe shut-down of the manufacturing facilities following the above sale of$210,000.Transaction expensescomprised consulting and legal costs of$320,000.(b)Thepr ofit/(loss)ofdi scont i nued oper at i ons,netoft ax,wasdet er mi ned asf ollows:Landscape/

330、r et ai lbusi ness$000Year ended 31 December 2011Revenue24Expense other than finance costs(98)Gain on disposal of discontinued operations2,1102,036Notesforming partof the Groupfinancial statementscont i nuedFOR THEYEAR ENDED 31 DECEMBER 201247Annual Report and Accounts 201212.Discontinued operations

331、cont i nuedEarningsper share from discontinued operations2011$Basic earnings per share0.03Diluted earnings per share0.03(c)Cash flowson di scont i nued oper at i onsCash flows attributable to operating,investing and financing activities of the above discontinued operationswere as follows:Year endedY

332、earended31December31 December20122011$000$000Operating outflows(1,370)Investing inflows4004,33013.Lossper shareBasic loss per ordinary share has been calculated on the basis of the loss for the year of$6,505,000(2011:loss of$5,099,000)and the weighted average number of shares in issue during the per

333、iod of 53,261,442(2011:53,063,707).Basic loss per share from continuing operations has been calculated with a numeratorof$6,505,000 loss(2011:$7,135,000 loss)and basic earnings per share from discontinued operations hasbeen calculated with a numerator of$2,036,000 earnings for 2011.The weighted average number of sharesused in the above calculation is the same as for total basic loss per ordinary s