EXHIBIT 47
| PRESS RELEASE |  |
| For further information please contact: | |
| Oxford GlycoSciences Plc David Ebsworth, Ph.D., Chief Executive Officer Denis Mulhall, Chief Financial Officer Tel: +44 (0) 1235 208 000 Website: www.ogs.com | |
| Financial Dynamics UK Media and Investors Tim Spratt Melanie Toyne-Sewell Tel: +44 (0) 20 7831 3113 | |
| US Media and Investors Leslie Wolf-Creutzfeldt Deborah Ardern Jones Tel: +1 212 850 5626 |
Not for release, publication or distribution in, into or from Australia, Canada or Japan
OXFORD GLYCOSCIENCES PLC (“OGS”)
PRELIMINARY UNAUDITED RESULTS 2002
Oxford, UK, 28 April 2002 - Oxford GlycoSciences Plc (LSE:OGS,NASDAQ:OGSI) (the “Company”) today announces its preliminary unaudited results for the year ended 31 December 2002. The directors note that the audit has not yet been finalised and are not aware of any outstanding items that w ill have a material effect on the results herein.
The Board of Directors on 11 April 2003 recommended the offer by Celltech Group plc for the entire issued share capital of the Company. The offer has now been declared unconditional in all respects and the transaction is likely to be implemented tow ards the end of May 2003. In the light of these developments, the unaudited results are released as a matter of record and without further comment.
Consolidated Profit and Loss Account
For the year ended 31 December 2002
| 2002 | 2001 | |||||
| Notes | £’000 | £’000 | ||||
| Turnover | 3 | 13,973 | 13,376 | |||
| Net operating costs | 4 | (54,765) | (49,396) | |||
| Operating loss | (40,792) | (36,020) | ||||
| Share of joint venture loss | (4,383) | (2,007) | ||||
| Profit on disposal | - | 82 | ||||
| Loss on ordinary activities before interest and | ||||||
| taxation | (45,175) | (37,945) | ||||
| Interest receivable | 6,408 | 9,733 | ||||
| Amount w ritten off investments | 5 | (2,397) | - | |||
| Loss on ordinary activities before taxation | (41,164) | (28,212) | ||||
| Tax on loss on ordinary activities | 6 | 3,299 | 2,864 | |||
| Loss for the year | (37,865) | (25,348) | ||||
| Loss per ordinary 5p share | ||||||
| - basic and diluted | 7 | (68.04p) | (46.04p) | |||
The Group has no recognised gains or losses other than those above, therefore no separate statement of total recognised gains and losses has been presented.
There is no difference between the losses on ordinary activities before taxation and the losses for the periods stated above, and their historical cost equivalents. The results for the periods above are derived entirely from continuing activities.
| Balance Sheet | |||||||||
| At 31 December 2002 | |||||||||
| Group | Company | ||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||
| Notes | £’000 | £’000 | £’000 | £’000 | |||||
| Fixed assets | |||||||||
| Tangible assets | 12,553 | 14,221 | - | - | |||||
| Investments | |||||||||
| Investment in joint venture - share of gross assets | 9,571 | 14,679 | - | - | |||||
| Investment in joint venture - share of gross liabilities | (961) | (1,686) | - | - | |||||
| Investment in joint venture - provision | (1,595) | (2,708) | - | - | |||||
| for unrealised profit | |||||||||
| 3 | 7,015 | 10,285 | - | - | |||||
| Other investments | 9 | 5,538 | 4,251 | 36,666 | 36,666 | ||||
| 25,106 | 28,757 | 36,666 | 36,666 | ||||||
| Current assets | |||||||||
| Stock | 264 | 346 | - | ||||||
| Debtors | 10,812 | 9,626 | 142,650 | 103,171 | |||||
| Cash at bank and in hand | 136,412 | 176,618 | 123,462 | 155,489 | |||||
| 147,488 | 186,590 | 266,112 | 258,660 | ||||||
| Creditors: amounts falling due w ithin one year | (14,033) | (18,250) | - | ||||||
| Net current assets | 133,455 | 168,340 | 266,112 | 258,660 | |||||
| Total assets less current liabilities | 158,561 | 197,097 | 302,778 | 295,326 | |||||
| Creditors: amounts falling due after | |||||||||
| more than one year | (1,659) | (2,399) | - | - | |||||
| Provisions for liabilities and charges | - | (87) | - | - | |||||
| Net assets | 156,902 | 194,611 | 302,778 | 295,326 | |||||
| Capital and reserves | |||||||||
| Share capital | 2,787 | 2,778 | 2,787 | 2,778 | |||||
| Share premium account | 276,097 | 275,950 | 276,097 | 275,950 | |||||
| Capital reserve | 11,107 | 11,107 | - | - | |||||
| Profit and loss account (deficit) | (133,089) | (95,224) | 23,894 | 16,598 | |||||
| Equity shareholders’ funds | 8 | 156,902 | 194,611 | 302,778 | 295,326 | ||||
Consolidated Cash Flow Statement
For the year ended 31 December 2002
| 2002 | 2002 | 2001 | 2001 | |||
| Notes | £’000 | £’000 | £’000 | £’000 | ||
| Net cash flow from operating activities | A | (45,128) | (22,164) | |||
| Returns on investments and servicing of finance | ||||||
| Interest received | 7,829 | 9,042 | ||||
| Net cash flow from returns on | ||||||
| investments and servicing of finance | 7,829 | 9,042 | ||||
| Taxation | 4,669 | - | ||||
| 4,669 | - | |||||
| Capital expenditure and financial | ||||||
| investment | ||||||
| Purchases of tangible fixed assets | (4,204) | (5,306) | ||||
| Purchases of fixed asset investments | (3,528) | (19,251) | ||||
| Net cash flow from capital expenditure | ||||||
| and financial investment | (7,732) | (24,557) | ||||
| Disposals | ||||||
| Cash consideration from sale of | - | 115 | ||||
| biochemicals product line | ||||||
| Cash consideration from sale of other assets | - | 7 | ||||
| Net cash flow before m anagement of | ||||||
| liquid resources and financing | (40,362) | (37,557) | ||||
| Management of liquid resources | B | 39,253 | 39,480 | |||
| Financing | ||||||
| Issue of ordinary share capital | 304 | 10,552 | ||||
| Expenses paid in connection w ith share issues | (148) | (269) | ||||
| Net cash flow from financing | 156 | 10,283 | ||||
| (Decrease)/Increase in net cash | C | (953) | 12,206 | |||
Notes to the Consolidated Cash Flow Statement
A Reconciliation of operating loss to net cash flow from operating activities
| 2002 | 2002 | 2001 | 2001 | |||||
| £’000 | £’000 | £’000 | £’000 | |||||
| Operating loss | (40,792) | (36,020) | ||||||
| Depreciation charges (including profit/ loss on disposals) | 5,402 | 4,418 | ||||||
| Decrease/(Increase) in stock | 82 | (170) | ||||||
| (Increase)/Decrease in debtors | (3,977) | 34 | ||||||
| (Decrease)/Increase in deferred income | (2,832) | 6,815 | ||||||
| (Decrease)/Increase in creditors | (3,011) | 2,759 | ||||||
| (4,336) | 13,856 | |||||||
| Net cashflow from operating activities | (45,128) | (22,164) | ||||||
B Reconciliation of net cash flow to movement in net funds
| 2002 | 2002 | 2001 | 2001 | |||||
| £’000 | £’000 | £’000 | £’000 | |||||
| (Decrease)/Increase in cash in the year | (953) | 12,206 | ||||||
| Cashflow from decrease in liquid resources | (39,253) | (39,480) | ||||||
| Change in net funds resulting from cash flows | (39,253) | (39,480) | ||||||
| Movement in net funds in the year | (40,206) | (27,274) | ||||||
| Net funds at 1 January | 176,618 | 203,892 | ||||||
| Net funds at 31 December | 136,412 | 176,618 | ||||||
C Analysis of net funds
| At 1 | At 31 | |||||
| January | Decem ber | |||||
| 2002 | Cash flow | 2002 | ||||
| £’000 | £’000 | £’000 | ||||
| Cash at bank and in hand | 14,052 | (953) | 13,099 | |||
| Bank deposits – liquid resources | 162,566 | (39,253) | 123,313 | |||
| 176,618 | (40,206) | 136,412 | ||||
Liquid resources represent all deposits with an original maturity of between 24 hours and one year. Cash includes cash in hand and deposits of up to 24 hours which are payable on demand.
Notes
1 Preliminary results
The preliminary results for the year ended 31 December 2002 represent abridged financial statements and have not yet been delivered to the Registrar of Companies. The comparative figures for the year ended 31 December 2001 have been taken from, but do not constitute, the Group’s financial statements for that year. Those financial statements w ere reported on by the Group’s auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under Section 237(2) of the Companies Act 1985.
2 Principal accounting policies
The accounts have been prepared in accordance w ith applicable Accounting Standards in the United Kingdom. The accounting policies applied are consistent with those set out in the Annual Report and Accounts for the year ended 31 December 2001.
3 Interest in joint venture
In June 2001, OGS formed a joint venture with Marconi, called Confirmant Ltd, w hich will provide database services to pharmaceutical and biotechnology companies.
As at 31 December 2002, there is a provision for unrealised profit, £1.6 million, representing revenue from the sale of marketing rights and data analysis software to Confirmant. This amount w ill be released over the life of the assets to w hich it relates. Sales by OGS to Confirmant during the period ended 31 December 2002 amounted to £5.4 million (2001: £5.3 million).
4 Net Operating Costs
Net operating costs include an amount of £1.1 million in respect of expenses relating to corporate and financial advice received by the Group through 31 December 2002.
5 Investment Write Down
Relates to provision for permanent diminution in value of OGS’ investment in BioInvent International AB (see Note 8).
6 Tax on loss on ordinary activities
The Group has recognised Research and Development Tax Credits totalling £3.3 million (2001: £2.9 million) in the accounts, relating to the period from 1 January 2002 to 31 December 2002.
7 Loss per ordinary 5p share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.
For diluted loss per share, the w eighted average number of ordinary shares in issue is adjusted to assume exercise of all options, w hich w ould be potentially dilutive. Due to the loss making position of the Group the exercise of share options does not increase basic loss per share and therefore according to FRS14 the basic and diluted loss per share remain the same.
| Basic and diluted loss | ||||||||||||
| per share | 2002 | 2001 | ||||||||||
| £’000 | ’000 | pence | £’000 | ’000 | Pence | |||||||
| Loss attributable to | ||||||||||||
| ordinary shareholders | (37,865) | 55,653 | (68.04) | (25,348) | 55,052 | (46.04) | ||||||
8 Reconciliation of movements in shareholders’ funds
| Group | 2002 | 2001 | ||
| £’000 | £’000 | |||
| Loss for the year | (37,865) | (25,348) | ||
| New shares issued | 304 | 10,552 | ||
| Expenses of share issue | (148) | (269) | ||
| Net addition to/ (reduction in) shareholders’ funds | (37,709) | (15,065) | ||
| Opening shareholders’ funds | 194,611 | 209,676 | ||
| Closing shareholders’ funds | 156,902 | 194,611 | ||
9 Other Investments
| BioInvent | NeoGenesis | Other | Total | |||
| International | Pharmaceuticals | |||||
| AB | Inc | |||||
| Cost | £’000 | £’000 | £’000 | £’000 | ||
| At 1 January 2002 | - | 4,251 | - | 4,251 | ||
| Additions | 3,528 | - | 156 | 3,684 | ||
| At 31 December 2002 | 3,528 | 4,251 | 156 | 7,935 | ||
| Provisions | ||||||
| At 1 January 2002 | - | - | - | - | ||
| Provision Re Diminution in Value | 2,397 | - | - | 2,397 | ||
| At 31 December 2002 | 2,397 | - | - | 2,397 | ||
| Net Book Value | ||||||
| 31 December 2002 | 1,131 | 4,251 | 156 | 5,538 | ||
| Net Book Value | ||||||
| 31 December 2001 | - | 4,251 | - | 4,251 | ||
On 16 May 2002, OGS subscribed SEK52.0 million in cash at SEK39.1 per share in BioInvent International AB, as part of a research collaboration.
This investment is not held for resale but having regard to the market value at 31 December 2002, the directors consider that permanent dimunition in value of the investment has occurred.
The investment in NeoGenesis Pharmaceuticals is similar ly not held for resale and management do not consider that any permanent dimunition in value existed at 31 December 2002.
-Ends-
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