ANTISOMA PLC
CHAIRMAN’S STATEMENT
Chairman’s statement
Antisoma reported a small loss after tax of £30,000 for the six months to 31 December 2012 (2011: loss of £264,000) with administrative costs reduced to £129,000. At 31 December 2012 the Group had net assets of £12.88 million (2011: £12.27 million) including cash and short term deposit balances of £9.48 million (2011: £13.46 million).
The only further investment commitment made by Antisoma in the six months to 31 December 2012 was the announcement that the Company has entered into an agreement to subscribe for up to £4.0 million of new ordinary shares proposed to be issued by GVC Holdings plc ("GVC") in connection with its recommended offer, together with William Hill Australia Pty Limited ("William Hill"), for Sportingbet plc ("Sportingbet").
GVC is listed on AIM and operates online gaming and sports betting businesses in mainly Europe and Latin America. GVC has offered as consideration for the businesses of Sportingbet which it proposes to acquire and retain, 29.0 million new GVC ordinary shares with a value of approximately £67.7 million at 233.5p per share, being the closing price on 15 October 2012, the last business day prior to the suspension of trading in GVC shares. Sportingbet shareholders are also being offered cash financed through a payment by William Hill in relation to the businesses of Sportingbet to be transferred to William Hill.
As part of the GVC shares consideration, Sportingbet shareholders are being offered the opportunity to accept either these new GVC ordinary shares or a cash alternative of 233.5p per share. To the extent that a mix and match arrangement does not operate so as to deliver to any eligible Sportingbet shareholders the full amount of cash consideration for which they have elected, GVC has entered into a series of agreements whereby various parties have agreed to subscribe new GVC ordinary shares to underpin the cash consideration elected for by Sportingbet shareholders.
Antisoma has entered into such an agreement with GVC to subscribe up to 1,713,062 new GVC ordinary shares at 233.5p per share, which represents a maximum potential holding of 2.8 per cent. in the enlarged GVC Group, for a total potential commitment of £4.0 million. Antisoma has also deposited £4.0 million in to a client escrow account with its legal adviser CMS Cameron McKenna LLP in support of this commitment and which has been treated as a debtor receivable balance in the financial statements at 31 December 2012.
As consideration for this commitment, Antisoma has been granted subscription options over a further 343,053 new GVC ordinary shares, which are exercisable at 233.5p per share until the third anniversary from the date of grant.
We expect on 13 March 2013 to be told the number of new GVC ordinary shares actually subscribed for under the agreement and will make a further announcement as soon as this is known.
Since the Company’s admission to the Alternative Investment Market on 11 January 2012 as an Investing Company, the Board has adopted a highly selective investment approach in these times of global economic uncertainty. Consequently, whilst the Board has identified and reviewed a number of potential opportunities to date, we have only made one relatively small investment of £1.0 million under the new investing strategy, as well as the £4.0 million GVC commitment referred to above. That
£1.0 million investment is in a profitable AIM listed care sector support services business with a solid dividend yield and a good growth record.
Antisoma had cash and short term deposit balances of £9.48 million at 31 December 2012 as well as a £4.0 million receivable held in a client escrow account in support of the GVC commitment. This places the Company in a strong position to take advantage of further investment opportunities that arise. The Board intends the Company typically to be an active investor and to assist in the strategic development and growth of any significant acquisitions and/or investments it makes and which may be either quoted or unquoted and may range from a minority position to 100 per cent. ownership. A particular consideration will be to identify businesses which, in the opinion of the Board, are under-performing and present opportunities for high value creation.
Board changes
Michael Pappas and Dale Boden, both independent non-executive directors of the Company did not seek re-appointment at the last Annual General Meeting (“AGM”) on 25 October 2012 and Jonathan Morley-Kirk was appointed as an additional Non-Executive Director at the AGM. The Board would like to take this opportunity to thank Michael and Dale for their contributions to the Company, and in particular their assistance in transitioning the Company from its legacy biotechnology operations into an investing company on AIM.
Outlook
Whilst US deficit fears, the Eurozone crisis and the health of China’s economy remain major downside risks for Europe and the global economy, Antisoma benefits from a solid balance sheet and strong cash position, together with a low cost base. This places the Company in a good position to exploit opportunities as they emerge in the current volatile economic environment. We will therefore, continue to maintain a highly selective investment approach with a view to building considerable value for shareholders going forward.
Michael Bretherton
Chairman
19 February 2013
ANTISOMA PLC
