Company Oxford Glycosciences PLC TIDM OGS Headline Final Results Released 09:00 28 Apr 2003 Number 4149K RNS Number:4149K Oxford Glycosciences PLC 28 April 2003 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 will 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 towards 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 GBP'000 GBP'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 written 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 GBP'000 GBP'000 GBP'000 GBP'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 for unrealised profit (1,595) (2,708) - - ______ ______ ______ ______ 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 within 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 (133,089) (95,224) 23,894 16,598 (deficit) ______ ______ ______ ______ Equity shareholders'funds 8 156,902 194,611 302,778 295,326 ______ ______ ______ ______ Consolidated Cash Flow Statement For the year ended 31 December 2002 Notes 2002 2002 2001 2001 GBP'000 GBP'000 GBP'000 GBP'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 7,829 9,042 on investments and servicing of finance 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 biochemicals product line - 115 Cash consideration from sale of other assets - 7 Net cash flow before management 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 with share issues (148) (269) _____ Net cash flow from 156 10,283 financing (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 GBP'000 GBP'000 GBP'000 GBP'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 GBP'000 GBP'000 GBP'000 GBP'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 December 2002 Cash flow 2002 GBP'000 GBP'000 GBP'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 were 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 with 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, which will provide database services to pharmaceutical and biotechnology companies. As at 31 December 2002, there is a provision for unrealised profit, GBP1.6 million, representing revenue from the sale of marketing rights and data analysis software to Confirmant. This amount will be released over the life of the assets to which it relates. Sales by OGS to Confirmant during the period ended 31 December 2002 amounted to GBP5.4 million (2001: GBP5.3 million) 4 Net Operating Costs Net operating costs include an amount of GBP1.1 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 GBP3.3 million (2001: GBP2.9 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 weighted average number of ordinary shares in issue is adjusted to assume exercise of all options, which would 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 2002 2001 loss per share GBP'000 '000 pence GBP'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 GBP'000 GBP'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 NeoGenesis BioInvent Pharmaceuticals International Inc Other Total AB GBP'000 GBP'000 GBP'000 GBP'000 ______ ______ ______ ______ Cost 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 similarly not held for resale and management do not consider that any permanent dimunition in value existed at 31 December 2002. -Ends- Shareholders can obtain a free copy of this and any other documents filed with the Securities and Exchange Commission at the SEC's website (www.sec.gov). This announcement does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. 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