General economic climate and trading conditions
The operations of the Group are currently based primarily in the UK although its customers are based in many territories, including but not limited to the USA, European Union, Japan, Canada and Australia. Consequently, the performance of the Group is influenced by the general economic climate and trading conditions in the UK and other territories where its customers have operations.
Foreign exchange rate fluctuations may adversely affect the Group's results of operations and financial condition
The Group records its transactions and prepares its financial statements in pounds sterling, but a substantial proportion of the Group's income is received in US dollars and Euros as well as smaller amounts in other currencies. Furthermore, the Group incurs some expenditure in US dollars and other currencies. The Group's cash balances are held in pounds sterling, US dollars, Euros and small amount in other currencies. To the extent that the Group's foreign currency assets and liabilities are
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to a lesser extent, other currencies, may result in realised or unrealised exchange gains and losses on translation of the underlying currency into pounds sterling that may increase or decrease the Group's results of operations and may adversely affect the Group's financial condition, each as stated in pounds sterling. In addition, if the currencies in which the Group earns its revenues and/or holds its cash balances weaken against the currencies in which it incurs its expenses, this could adversely affect the Group's profitability and liquidity. Where a substantial net foreign currency liability exists, the Group may consider hedging against it to minimise foreign currency expense. However, the Company currently does not undertake hedging, and were it do so, such hedging is based on estimates of liabilities and future revenues and will not fully eliminate future foreign currency exchange fluctuations.
Taxation
Any change in the Company's or Group Companies tax status or in taxation legislation could affect the Company's ability to provide returns to Shareholders or alter post tax returns to Shareholders.
Statements in this document concerning the taxation of investors in Ordinary Shares are based on current UK tax law and practice which is subject to change. The taxation of an investment in the Company depends on the individual circumstances of Shareholders.
Volatility of New Ordinary Share Price
The Placing Price has been agreed between the Company and Cenkos and may not be indicative of the market price for the Ordinary Shares following Admission. The subsequent market price of the Ordinary Shares may be subject to wide fluctuations in response to many factors, including those referred to in this Part II, as well as stock market fluctuations and general economic conditions or changes in political sentiment that may substantially affect the market price of the Ordinary Shares irrespective of the Group's actual financial, trading or operational performance. These factors could include the performance of the Group, large purchases or sales of the Ordinary Shares (or the perception that the same may occur, as, for example in the period leading up to the expiration of the various lock-in agreements to which certain Shareholders are subject), legislative changes and market, economic, political or regulatory conditions.
Liquidity of Ordinary Shares
Prior to the Admission, there has been no public market for the Ordinary Shares. Admission to AIM should not be taken as implying that a liquid market for the Ordinary Shares will either develop or be sustained following Admission. The liquidity of a securities market is often a function of the volume of the underlying shares that are publicly held by unrelated parties. If a liquid trading market for the Ordinary Shares does not develop, the price of the Ordinary Shares may become more volatile and it may be more difficult to complete a buy or sell order for Ordinary Shares.
The Ordinary Shares will not be admitted to the Official List
Ordinary Shares will be traded on AIM rather than the Official List. The rules of AIM are less demanding than those of the Official List and an investment in shares traded on AIM may carry a higher risk than an investment in shares quoted on the Official List. In addition, the market in the shares on AIM may have limited liquidity, making it more difficult for an investor to realise its investment on AIM than to realise an investment in a company whose shares are quoted on the Official List. Investors should therefore be aware that the market price of the Ordinary Shares may be more volatile than that of shares quoted on the Official List, and may not reflect the underlying value of the net assets of the Group. Investors may therefore not be able to sell at a price which permits them to recover their original investment.
Legislation and compliance
This document has been prepared on the basis of current legislation, rules and practice and the Directors' interpretation thereof. Such interpretation may not be correct and it is always possible that legislation, rules and practice may change.
EIS and VCT status
The Company has received advanced clearance from HMRC that the Company should be a
‘‘qualifying holding’’ for the purposes of the EIS and for investment by a VCT under Part 5 (EIS) and Part 6 (VCT) of Chapter 4 of the UK Income Tax Act 2007 respectively, and that the Ordinary Shares will be eligible shares for the purposes of section 173 and section 285(3A) of the UK Income Tax Act 2007.
The advance clearance only relates to the qualifying status of the Company and its shares and will not guarantee that any particular VCT will qualify for relief in respect of an acquisition of Ordinary Shares.
The continuing availability of EIS relief and the status of the relevant Placing Shares as a qualifying holding for VCT purposes will be conditional amongst other things, on the Company continuing to satisfy the requirements for a qualifying company throughout the period of three years from the date of the investor making its investment (under EIS) and, for VCT purposes, throughout the period the Ordinary Shares are held as a ‘‘qualifying holding’’. Neither the Company nor the Company’s advisers are giving any warranties or undertakings that any relief under the EIS or that VCT qualifying status will be available in respect of the Placing, or that in due course such relief or status will not be withdrawn.
Circumstances may arise where the Board believes that the interests of the Company are not best served by acting in a way that preserves the EIS or VCT qualifying status (if granted). In such circumstances, the Company cannot undertake to conduct its activities in a way designed to preserve any such relief or status. Should the law regarding EIS or VCTs change, then any relief or qualifying status previously obtained may be lost.
Any person who is in any doubt as to their taxation position should consult their professional tax adviser in order that they may fully understand how the rules apply in their individual circumstances.
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Re: Report on Abzena plc’s IP Assets
We have prepared this report for the directors of Abzena plc and for Abzena plc’s nominated adviser, Cenkos Securities plc, for inclusion in the admission document issued by Abzena plc in connection with the admission of Abzena plc’s entire issued and to be issued ordinary share capital to trading on AIM, a market operated by the London Stock Exchange. Throughout, a reference to “Abzena” includes Abzena plc and its subsidiary companies PolyTherics Limited, Antitope Limited and Warwick Effect Polymers Limited.
1. Executive Summary
Abzena is a research-based group of companies engaged in developing a range of proprietary and complementary technologies and services to enable the development of better biopharmaceuticals.
Effective identification, prosecution and maintenance of intellectual property, particularly patents, is important to Abzena’s business model. In our view Abzena has a clear understanding of the importance of protecting its technology through seeking patent protection, and we understand that patent protection is regularly considered for new developments. Abzena has established a portfolio of patents and patent applications relevant to its core technologies and also some patent rights related to other interests. Core technologies are bioconjugation, immunogenicity assessment, antibody and protein engineering, and associated products.
The published patents and patent applications, their ownership by Abzena companies, and their relation to Abzena’s core technologies, are summarised in the following Table.
43
Re: Report on Abzena plc’s IP Assets
We have prepared this report for the directors of Abzena plc and for Abzena plc’s nominated adviser, Cenkos Securities plc, for inclusion in the admission document issued by Abzena plc in connection with the admission of Abzena plc’s entire issued and to be issued ordinary share capital to trading on AIM, a market operated by the London Stock Exchange. Throughout, a reference to “Abzena” includes Abzena plc and its subsidiary companies PolyTherics Limited, Antitope Limited and Warwick Effect Polymers Limited.
1. Executive Summary
Abzena is a research-based group of companies engaged in developing a range of proprietary and complementary technologies and services to enable the development of better biopharmaceuticals.
Effective identification, prosecution and maintenance of intellectual property, particularly patents, is important to Abzena’s business model. In our view Abzena has a clear understanding of the importance of protecting its technology through seeking patent protection, and we understand that patent protection is regularly considered for new developments. Abzena has established a portfolio of patents and patent applications relevant to its core technologies and also some patent rights related to other interests. Core technologies are bioconjugation, immunogenicity assessment, antibody and protein engineering, and associated products.
The published patents and patent applications, their ownership by Abzena companies, and their relation to Abzena’s core technologies, are summarised in the following Table.
43
Re: Report on Abzena plc’s IP Assets
We have prepared this report for the directors of Abzena plc and for Abzena plc’s nominated adviser, Cenkos Securities plc, for inclusion in the admission document issued by Abzena plc in connection with the admission of Abzena plc’s entire issued and to be issued ordinary share capital to trading on AIM, a market operated by the London Stock Exchange. Throughout, a reference to “Abzena” includes Abzena plc and its subsidiary companies PolyTherics Limited, Antitope Limited and Warwick Effect Polymers Limited.
1. Executive Summary
Abzena is a research-based group of companies engaged in developing a range of proprietary and complementary technologies and services to enable the development of better biopharmaceuticals.
Effective identification, prosecution and maintenance of intellectual property, particularly patents, is important to Abzena’s business model. In our view Abzena has a clear understanding of the importance of protecting its technology through seeking patent protection, and we understand that patent protection is regularly considered for new developments. Abzena has established a portfolio of patents and patent applications relevant to its core technologies and also some patent rights related to other interests. Core technologies are bioconjugation, immunogenicity assessment, antibody and protein engineering, and associated products.
The published patents and patent applications, their ownership by Abzena companies, and their relation to Abzena’s core technologies, are summarised in the following Table.