TIDMORPH
RNS Number : 5430N
Open Orphan PLC
25 September 2019
25 September 2019
Open Orphan Plc
("Open Orphan" or the "Company")
Interim Results for 6 months ended 30 June 2019
Open Orphan, a European-focused, rare and orphan drug consulting
services platform, announces its interim results for the six months
ended 30 June 2019. Financial Highlights below (and in note 3 of
the reported financial statements) reflect the interim results of
Venn Life Sciences ("Venn") prior to the reverse takeover by Open
Orphan on the 28 June 2019.
Reported results, based on IFRS accounting rules, reflect those
of Open Orphan DAC while the Balance Sheet as of end June 2019
reflects that of the combined group with share capital reflecting
the position of the ultimate parent Company Open Orphan Plc.
Financial Highlights:
-- Placing of GBP GBP4.5 m in June 2019 to recapitalise the
business and fund the growth strategy
-- Revenue of EUR5.8m (Venn HY18: EUR7.8m)
-- EBITDA Loss of -EUR1.5m (Venn HY18 EBITDA profit: EUR0.2m)
-- Operating Loss of -EUR1.8m (Venn HY18 Operating Loss: -EUR0.6m)
-- Cash and cash equivalents of EUR5.1m at period end following successful placing
-- Post completion of reverse takeover, continued reduction in
overheads delivering cost efficiencies
o Increased staff utilisation
o Strong pipeline of potential work
o Targeting profitable growth and a return to profitability in
2020
Operational Highlights:
-- Transformational reverse takeover of Venn Life Sciences Holdings Plc by Open Orphan DAC
o The Enlarged Group intends to target the fragmented orphan
drug services market in Europe
o Identified an extensive pipeline of target acquisitions
primarily in the regulatory approval, reimbursement and product
launch
-- Venn being successfully right-sized with reductions in overheads and in the cash burn rate
-- Open Orphan Services continues to develop a pipeline of
acquisitions to complement our current offering and has an ambition
to complete an acquisition before the year end
-- Development of the Open Orphan Genomic Health Data platform
targeting patient advocacy groups to help source rare disease
patient genomic data - companies approached, and early adopters
expected to be announced in the second half of the year.
-- Open Orphan's second digital data platform is advancing and building a platform for growth
Cathal Friel, CEO of Open Orphan, said:
"The combination of Venn and Open Orphan has given us a strong
platform to build a full-service, high margin consultancy to offer
services to the fast-growing orphan drug market right across
Europe. We have a strong management team with a proven track record
and an experienced board which will work closely alongside us.
We are well positioned for future growth and there a number of
reasons for the team and shareholders to be excited as we look into
the future."
Conference call for sell-side analysts and investors
The Company will hold a conference call for sell-side analysts
and investors at 10am today hosted by: Cathal Friel, CEO and
Maurice Treacy, CCO.
Participant dial-in numbers
Dial in number Access PIN
United Kingdom Toll-Free: 08003589473 35437628#
----------
United Kingdom Toll: +44 3333000804 35437628#
----------
Republic of Ireland Toll: +353
14311252 35437628#
----------
Republic of Ireland Toll-Free:
1800948241 35437628#
----------
URL for international dial in numbers:
http://events.arkadin.com/ev/docs/NE_W2_TF_Events_International_Access_List.pdf
Enquiries:
Open Orphan Plc Tel: +353 (0)1 644 0007
Cathal Friel, Chief Executive Officer
Arden Partners (Nominated Adviser and Joint Broker) Tel: +44
(0)20 7614 5900
John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) Tel: +353 (0)1
679 6363
Anthony Farrell (Corporate Finance)
Camarco (Financial PR) Tel: +44 (0)20 3757 4980
Tom Huddart / Billy Clegg / Daniel Sherwen
Notes to Editors:
Open Orphan plc is a European-focused, rare and orphan drug
consulting services platform. The Company intends to roll up a
number of orphan drug services business. Open Orphan has two data
driven digital platforms, a Genomic Health Data Platform, which is
establishing a rare disease database and a Virtual Rep platform
enabling pharmaceutical companies to engage key opinion leaders and
physicians. The Company is targeting rapid growth in one of the
fastest growing sectors in the global pharmaceutical industry
targeting under-supplied treatment for life threatening or very
serious diseases and rare disorders.
Chairman's Statement
Introduction
The first half of 2019 saw the transformational reverse takeover
of Venn Life Sciences Holdings Plc by Open Orphan DAC to target the
fragmented orphan drug services market in Europe. As part of the
reverse takeover Open Orphan successfully completed a placing,
raising GBPGBP4.5 million to recapitalise the business and fund our
growth strategy.
Financial Results
The reported interim results reflect the six months of Open
Orphan DAC following its reverse takeover of Venn Life Sciences
Holdings Plc prior to its reverse takeover by Open Orphan on the
28th June 2019.
The results of Open Orphan Plc (on a stand-alone basis and
excluding any impact of the 28 June 2019 combination per notes 1
& 3 below) reflect service fee income for the first six months
of 2019 of EUR5.8m (H1 2018: EUR7.8m). EBITDA for the period was
-EUR1.5m (H1 2018: EUR0.2m).
On a reported basis reflecting IFRS accounting rules for reverse
acquisitions, service fee income for the first six months of 2019
was EUR0.0m (H1 2018: EUR0.0m). EBITDA for the period was -EUR0.2m
(H12018: -EUR0.5m). Cash and cash equivalents at the end of the
period were EUR5.1m (H12018: EUR0.6m).
In June, Open Orphan successfully completed a placing, raising
GBPGBP4.5 million. The placing positions the Company to take full
advantage of the platform created from the combination of Venn Life
Sciences and Open Orphan. The Company has continued to carefully
manage its cash reserves and the placing allows the management
team, who have a strong track record, to realise the full potential
of the enlarged group.
Operational Review
Open Orphan was founded in July 2017 with a strategy and product
offering to develop a market leading services platform for
pharmaceutical and biotechnology companies seeking to commercialise
their products across Europe with a particular focus on drugs
treating rare diseases.
The reverse takeover of Venn by Open Orphan was the first step
in Open Orphan Services strategy of consolidating the European
orphan pharma services business. The orphan drug consulting space
in Europe is highly fragmented and consists of many small players
scattered across Europe. It is Open Orphan's plan to acquire a
number of these smaller players, consolidating them into the
leading orphan drug consultancy services company in Europe. Open
Orphan continues to have a pipeline of potential acquisitions and
has an ambition to complete an acquisition before the year end.
Venn has historically been loss-making due to its
under-utilisation of staff. Post-completion of the reverse takeover
on the 28(th) of June, the Directors have undertaken initiatives to
resolve staff under-utilisation and increase operational
efficiency. In addition, overheads, including the excessive office
space and office facilities, are being significantly reduced
through the leasing of surplus office space through sublets to
third parties. Furthermore, the cash burn rate has been
significantly reduced through a clear strategic focus on
operational efficiencies. The action taken to make Venn more
efficient is expected to result in growth and return to
profitability in 2020.
Since the reverse takeover, Open Orphan has created two digital
data access platforms. The aim of Open Orphan's digital platforms
is to develop, in a low-cost manner, one of Europe's largest
databases of rare disease patients. The first platform compiles
details of over 4,000 physicians and KOLs across Europe with a
focus on orphan drugs.
The Genomic Health Data Platform has identified and begun
establishing a patient health data platform, with a focus on orphan
diseases. This is intended to be established in partnership with a
number of patient advocacy groups on a revenue share basis to
encourage patients with rare and orphan conditions to share their
health data. In the second half of the year, it is the ambition of
Open Orphan to bring onboard early adopter pharmaceutical companies
and early adopter patient advocacy groups to the platform to help
the Company source patient genomic data with the Company encouraged
by early feedback.
The Open Orphan Virtual Rep platform enables pharmaceutical
companies to engage over 4,000 key opinion leaders and physicians
across Europe with a focus on orphan drugs. In due course, the
platform will enable Open Orphan to promote client services to its
extensive list of key opinion leaders and physicians/
In June, we were pleased to appoint Maurice Treacy as an
Executive Director of the Company and subsequently Chief Commercial
Officer. Maurice was most recently a founder of HiberGen and one of
the founders of Genomics Medicine Ireland, which was recently
acquired by WuXI NextCODE. Post period end, David Kelly was
appointed as an Independent Non-Executive Director. David has
extensive orphan drug company experience both in Europe and in the
USA. He was Executive Vice President and Managing Director of
Ireland at Horizon Therapeutics plc, a biopharmaceutical company
listed on Nasdaq and headquartered in Dublin.
As noted in the Admission Document the Company is undertaking an
active search for a CFO to join the Board. Post the period end the
Company has appointed Leo Toole as Interim CFO. Leo will lead the
finance function. The Board expects to make an appointment of a
permanent CFO to the Board by the end of the year.
Outlook
We have a clear growth strategy targeting the fast-growing
market for orphan drugs. The management team and Board have a
strong track record and we are confident in our abilities to
generate significant shareholder returns. We look forward to
updating our shareholders on the exciting acquisition pipeline, the
signing up of early adopter pharmaceutical companies and early
adopter patient advocacy groups to the Genomic Health Data platform
and our growth in the fragmented orphan drug services market in
Europe.
Brendan Buckley
Chairman
25 September 2019
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2019
Unaudited Unaudited Audited
6 months ended 6 months 18 July
ended 2017 to
30 June 30 June 31 December
2019 2018 2018
EUR'000 EUR'000 EUR'000
---------------------------------- --------------- ---------- ------------
Continuing operations
Revenue - - -
Administrative expenses (179) (451) (1,611)
Operating (loss)/profit (179) (451) (1,611)
--------------- ---------- ------------
Depreciation and amortisation - -
EBITDA before exceptional
items (179) (451) (1,611)
------------
Reverse Acquisition Cost (796) - -
Finance income - -
Finance costs (250) (12) (45)
Loss before income tax (1,225) (463) (1,656)
Income tax credit - - -
---------------------------------- --------------- ---------- ------------
Loss for the period (1,225) (463) (1,656)
Loss attributable
Owners of the parent (1,225) (463) (1,656)
Loss for the period (1,225) (463) (1,656)
Currency translation differences - - -
Total comprehensive loss
for the period (1,225) (463) (1,656)
----------------------------------- --------------- ---------- ------------
Earnings per share from continuing operations
attributable to the owners of the parent
during the period (see note 2)
Basic and diluted (loss)
per ordinary share EUR Cent EUR Cent EUR Cent
From continuing operations (1.65) (219.73) (785.29)
From (loss) for the year (1.65) (219.73) (785.29)
Consolidated Statement of Financial Position
As at 30 June 2019
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2019 2018 2018
EUR'000 EUR'000 EUR'000
---------------------------------- ---------- ---------- ------------
Assets
Non-current assets
Property, plant and equipment 266 - 1
Intangible assets 3,758 - -
Right-of-use leased assets 1,808
Investments 31 - -
Total non-current assets 5,863 - 1
----------------------------------- ---------- ---------- ------------
Current assets
Trade and other receivables 5,669 46 36
Income tax recoverable 10 - -
Assets held for sale 702 - -
Cash and cash equivalents 5,070 583 165
----------------------------------- ---------- ---------- ------------
Total current assets 11,451 629 201
----------------------------------- ---------- ---------- ------------
Total assets 17,314 629 202
----------------------------------- ---------- ---------- ------------
Equity attributable to owners
Share capital 371 - -
Share premium account 18,973 - -
Group re-organisation reserve (541) - -
Reverse acquisition reserve (7,621) - -
Share Option and Warrant Reserve 238
Other reserve (34) - -
Foreign currency reserves (44) - -
Retained earnings (2,881) (765) (1,656)
----------------------------------- ---------- ---------- ------------
Total equity 8,461 (765) (1,656)
----------------------------------- ---------- ---------- ------------
Liabilities
Non-current liabilities
Lease Liabilities 1,408 - -
Borrowings 1,748 1,215 -
Total non-current liabilities 3,156 1,215 -
----------------------------------- ---------- ---------- ------------
Current liabilities
Trade and other payables 4,755 179 498
Lease Liabilities 534
Deferred taxation 201 - -
Borrowings 207 - 1,360
Total current liabilities 5,697 179 1,858
----------------------------------- ---------- ---------- ------------
Total liabilities 8,853 1,394 1,858
----------------------------------- ---------- ---------- ------------
Total equity and liabilities 17,314 629 202
----------------------------------- ---------- ---------- ------------
Consolidated Statement of Cash Flows
For the 6 months ended 30 June 2019
Unaudited Unaudited Audited
6 months 6 months 17 July 2017
ended ended to
30 June 30 June 31 December
2019 2018 2018
EUR'000 EUR'000 EUR'000
--------------------------------------- ---------- ---------- -------------
Cash Flow from operations
Loss before income tax - continuing
operations (1,225) (463) (1,656)
Adjustments:
- Depreciation & Amortisation - - -
- Net finance costs 250 12 45
Changes in working capital
- Trade and other receivables (22) (17) (36)
- Trade and other payables 552 24 497
---------------------------------------- ---------- ---------- -------------
Cash used in operations (445) (444) (1,150)
Interest paid (38) (12) (45)
Income tax received/(paid) - - -
--------------------------------------- ---------- ---------- -------------
Net cash (used) in operating
activities (483) (456) (1,195)
---------------------------------------- ---------- ---------- -------------
Cash flow from investing activities
Investment in subsidiary 42 - -
Purchase of property, plant and
equipment (PPE) - - -
Interest received - - -
Net cash used in investing activities 42 - -
--------------------------------------- ---------- ---------- -------------
Cash flow from financing activities
Proceeds from public placing
on 28 June 2019 5,025
Issuance of ordinary shares 1,543 - -
Convertible Debentures Issued
or converted (1,010) 1,360
Conversion premium on Convertible
Debentures (212)
Short Term Loan Repaid (200) (200)
Short Term Loan received - 915 200
Net cash flow from financing
activities 5,346 715 1,360
---------------------------------------- ---------- ---------- -------------
Net increase in cash and cash
equivalents 4,905 259 165
Cash and cash equivalents at
beginning of period 165 324 -
Cash and cash equivalents at
end of period 5,070 583 165
---------------------------------------- ---------- ---------- -------------
Consolidated Statement of Changes in Shareholders' Equity
Re-organisation
& reverse acquisition Foreign
Share Share and other Currency Retained
capital premium reserves reserve earnings Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
------------------------- --------- --------- ---------------------- --------- ---------- -------
At 18 July 2017 - - - - - -
------------------------- --------- --------- ---------------------- --------- ---------- -------
Changes in equity
for period
ended 31 December
2017
Total loss for the
period - - - - (301) (301)
------------------------- --------- --------- ---------------------- --------- ---------- -------
Total comprehensive
loss for
the period - - - - (301) (301)
------------------------- --------- --------- ---------------------- --------- ---------- -------
Transactions with - - - - - -
the owners
Shares /Options
issued
------------------------- --------- --------- ---------------------- --------- ---------- -------
At 1 January 2018 - - - - (301) (301)
------------------------- --------- --------- ---------------------- --------- ---------- -------
Changes in equity
for 6 months
ended 30 June 2018
Total loss for the
period - - - - (463) (463)
Total comprehensive
loss for
the period - - - - (463) (463)
------------------------- --------- --------- ---------------------- --------- ---------- -------
Transactions with
the owners
Shares /Options
issued - - - - - -
------------------------- --------- --------- ---------------------- --------- ---------- -------
At 30 June 2018 - - - - (764) (764)
Changes in equity
for 6 months
ended 31 December
2018
Total loss for the
period (892) (892)
Total comprehensive
loss for
the period - - - - (892) (892)
------------------------- --------- --------- ---------------------- --------- ---------- -------
Transactions with
the owners
Shares issued - - - - - -
At 31 December 2018 - - - - (1,656) (1,656)
------------------------- --------- --------- ---------------------- --------- ---------- -------
Changes in equity
for 6 months
ended 30 June 2019
Total loss for the
period - - - - (1,225) (1,225)
Total comprehensive
loss for
the period - - - - (1,225) (1,225)
Transactions with
the owners
Shares issued to
Public 90 4,247 - - - 4,337
Investment In subsidiary 281 14,726 (7,958) (44) - 7,005
------------------------- --------- --------- ---------------------- --------- ---------- -------
At 30 June 2019 371 18,973 (7,958) (44) (2,881) 8,461
------------------------- --------- --------- ---------------------- --------- ---------- -------
NOTES FORMING PART OF THE INTERIM FINANCIAL STATEMENTS
1. General information and basis of presentation
Open Orphan Plc (formerly Venn Life Sciences Holdings Plc) is a
company incorporated in England and Wales. The Company is a public
limited company, listed on the AIM market of the London Stock
Exchange. The address of the registered office is 2nd floor,
Berkeley Square House, Mayfair, W1J 6BD.
The Group's principal activity is as a European-focused, rare
and orphan drug consulting services platform.
Open Orphan Plc (formerly Venn Life Sciences Holdings Plc)
completed an IPO on the London AIM Exchange and the Dublin Euronext
exchange on 28 June 2019 through a reverse merger of Open Orphan
DAC, an Irish Company, into Venn Life Sciences holdings Plc, a UK
company.
Based on the accounting standards under IFRS 3 and IFRS 10, the
Group has determined that the entity with control of the combined
group after the combination is Open Orphan DAC. It was therefore
determined that reverse acquisition accounting is to be applied for
presentation of the financial statements of the Company. This means
that results reported for the period and comparable periods reflect
those of Open Orphan DAC while the Balance Sheet reported for the
period and comparable periods reflect those of the combined group
with share capital reflecting the position of the ultimate parent
Company Open Orphan Plc.
For information purposes, a pro forma statement of Comprehensive
Income for the period and comparable periods for Open Orphan Plc on
a stand-alone basis and excluding any impact of the combination is
presented in note 3 to allow a normalized presentation of
Comprehensive Income for the existing Group during the period.
The accounting policies applied by the Group in this financial
information are the same as those applied by the Group in its
financial statements for the year ended 31 December 2018 and which
will form the basis of the 2019 financial statements except for a
number of new and amended standards which have become effective
since the beginning of the previous financial year. In particular,
IFRS 16 has been adopted as at 1 January 2019 in accordance with
the modified retrospective approach. Right-of-Use assets and lease
liabilities have been reflected in the Consolidated Statement of
Financial Position.
The financial information presented herein does not constitute
full statutory accounts under Section 434 of the Companies Act 2006
and was not subject to a formal review by the auditors. The
financial information in respect of the year ended 31 December 2018
has been extracted from the statutory accounts which have been
delivered to the Registrar of Companies. The Group's Independent
Auditor's report on those accounts was unqualified, did not include
references to any matters to which the auditor drew attention by
way of emphasis without qualifying their report and did not contain
a statement under section 498(2) or 498(3) of the Companies Act
2006. The financial information for the half years ended 30 June
2019 and 30 June 2018 is unaudited and the twelve months to 31
December 2018 is audited.
2. Earnings per share
(a) Basic
Basic earnings per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Unaudited Unaudited Audited
6 months 6 months 17 July 2017
ended ended to
30 June 30 June 31 December
2019 2018 2018
EUR'000 EUR'000 EUR'000
Loss from continuing operations
attributable to equity holders
of the Company (EUR'000) (1,225) (463) (1,656)
Total (1,225) (463) (1,656)
----------------------------------- ----------- ---------- -------------
Weighted-average Ordinary
Shares in issue 74,413,349 210,902 210,902
Basic and diluted loss per
ordinary share (EUR cent) (1.65) (219.73) (785.29)
(b) Diluted
Due to the losses in the periods the effect of the share options
and warrants noted below were considered to be anti-dilutive.
Unaudited Unaudited Audited
6 months 6 months 17 July 2017
ended ended to
30 June 30 June 31 December
2019 2018 2018
Potential dilutive
ordinary shares:
Weighted Options 5,324,569 - -
Weighted Warrants 6,234,278 - -
------------------- ----------- ---------- -------------
Total 11,558,847 - -
------------------- ----------- ---------- -------------
3. Proforma Statement of Comprehensive Income - Open Orphan Plc
(on a stand-alone basis and excluding any impact of the 28 June
2019 combination)
Per note 1, the schedule below reflected normalised
Comprehensive Income for Open Orphan Plc (formerly Venn Life
Sciences Holdings Plc) as if it were presented on a stand-alone
basis and excluded any impact of the 28 June 2019 combination.
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 June 30 June 31 December
2019 2018 2018
EUR'000 EUR'000 EUR'000
---------------------------------- --------------- --------------- ------------
Continuing operations
Revenue 5,814 7,780 14,291
Administrative expenses (8,020) (8,045) (16,658)
Operating (loss) (2,206) (265) (2,367)
--------------- --------------- ------------
Depreciation and amortisation (702) (473) (935)
EBITDA before exceptional
items (1,504) 208 (1,432)
--------------- --------------- ------------
Finance income - - 10
Finance costs (167) - -
Gain/Impairment of Financial
Asset Investments 444 (360) (421)
Share Options and Warrants (238) -
Reserve -
Impairment of Intangible Assets - - (2,232)
Loss before income tax (2,167) (625) (5,010)
Income tax credit 378 33 235
----------------------------------- --------------- --------------- ------------
Loss for the period (1,789) (592) (4,775)
Loss attributable
Owners of the parent (1,789) (592) (4,775)
Loss for the period (1,789) (592) (4,775)
Currency translation differences (3) (46) 85
Total comprehensive loss for
the period (1,792) (638) (4,690)
----------------------------------- --------------- --------------- ------------
4. Dividends
There were no dividends provided or paid during the six
months.
5. Press
A copy of this announcement is available from the Company's
website, being www.openorphan.com. If you would like to receive a
hard copy of the interim report, please contact the Open Orphan Plc
offices on +353 1 644 0007 to request a copy.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR CKQDKDBKBKCB
(END) Dow Jones Newswires
September 25, 2019 02:01 ET (06:01 GMT)
Venn Life Sciences (LSE:VENN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Venn Life Sciences (LSE:VENN)
Historical Stock Chart
From Apr 2023 to Apr 2024
