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DISCUVA LIMITED Index to Financial Statements Statement of Financial Position as at

Key Takeaway: Statement of Financial Position as at December 23, 2017 3 Statement of Comprehensive Income for the period ended December 23, 2017 4 Statement of Cash Flows for the period ended December 23, 2017 5 Statement of Changes in Equity for the period ended December 23, 2017 6

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Statement of Financial Position as at December 23, 2017 3
Statement of Comprehensive Income for the period ended December 23, 2017 4
Statement of Cash Flows for the period ended December 23, 2017 5
Statement of Changes in Equity for the period ended December 23, 2017 6
Notes to the Financial Statements 7
Report of Independent Auditors
To the Director of Discuva Limited
accompanying financial statements of Discuva Limited, which comprise the statement of financial position as of December 23, 2017, and the related statements of comprehensive income, of cash flows and of changes in equity for the period
Management s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the International Financial Reporting
Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend
on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company s preparation and
fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. Accordingly,
we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, except for the exclusion of
comparative information as discussed in Note 1, the financial statements referred to above present fairly, in all material respects, the financial position of Discuva Limited as of December 23, 2017, and the results of its operations and
its cash flows for the period then ended in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board.
As discussed in Note 1, the
accompanying financial statements do not include comparative figures for the prior year as required by IAS 1 Presentation of Financial Statements . In our opinion, inclusion of comparative figures is necessary to obtain a proper
understanding of the current period s financial statements. The purpose of these financial statements is to meet the reporting requirements of Rule 3-05 of Regulation
S-X of Securities and Exchange Commission (SEC).
/s/ PricewaterhouseCoopers LLP
Reading, United Kingdom
Statement of Financial Position
At December 23, 2017
Note At December 23, 2017 000
ASSETS
Non-current assets
Intangible assets 10 668
Property, plant and equipment 11 329
997
Current assets
Trade and other receivables 12 1,129
Cash and cash equivalents 1,316
2,445
Total assets 3,442
LIABILITIES
Non-current liabilities
3.5% preference shares 15 3,288
Accrued interest on preference shares 15 649
3,937
Current liabilities
Trade and other creditors 13 998
Deferred revenue 14 557
1,555
Total liabilities 5,492
Net liabilities (2,050 )
EQUITY
Ordinary shares 18 23
Share premium account 15
Other reserves (3,255 )
Retained earnings 1,167
Total deficit (2,050 )
The accompanying notes form an integral part of these Financial Statements.
Statement of Comprehensive Income
For the period from April 1, 2017 to December 23, 2017
Note Period ended December 23, 2017 000
Revenue 5 2,116
Other operating income 6 425
Operating expenses
Research and development (1,650 )
General and administration (570 )
Total operating expenses (2,220 )
Operating profit 7 321
Finance income 8
Finance cost 15 (84 )
Profit before income tax 245
Income tax 9 (29 )
Profit for the period 216
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Revaluation 11 335
Total comprehensive income for the period 551
The accompanying notes form an integral part of these Financial Statements.
Statement of Cash Flows
For the period from April 1, 2017 to December 23, 2017
Note Period ended December 23, 2017 000s
Cash flows from operating activities
Profit before income tax 245
245
Adjusted for:
Finance income (8 )
Finance cost 84
Depreciation 11 222
Amortization of intangible fixed assets 10 7
Impairment 11 15
Loss on disposal of assets 11 14
Share-based payment 8 109
Adjusted profit from operations before changes in working capital 688
Increase in trade and other receivables (159 )
Decrease in deferred revenue (1,616 )
Increase in trade and other creditors 529
Cash used by operations (558 )
Taxation paid
Net cash used by operating activities (558 )
Investing activities
Purchase of property, plant and equipment (2 )
Proceeds from sale of property, plant and equipment
Purchase of intangible assets (675 )
Interest received 8
Net cash used in investing activities (669 )
Financing activities
Proceeds from exercise of share options 16
Net cash generated from financing activities 16
Decrease in cash and cash equivalents (1,211 )
Cash and cash equivalents at beginning of the period 2,527
Cash and cash equivalents at end of the period 1,316
The accompanying notes form an integral part of these Financial Statements.
Statement of Changes in Equity
Period ended December 23, 2017
Ordinary shares 000s Share premium account 000s Share- based payment reserve 000s Revaluation reserve 000s Other reserve 000s Retained earnings 000s Total Equity 000s
At April 1, 2017 22 37 59
Profit for the period 216 216
Revaluation 335 335
Total comprehensive income for the period 335 216 551
Share options exercised 1 15 16
Tax relief on share options exercised 29 29
Capital reduction (3,255 ) 3,255
Distribution in specie (2,813 ) (2,813 )
Share-based payment 108 108
Transfer (137 ) (335 ) 472
At December 23, 2017 23 15 (3,255 ) 1,167 (2,050 )
The accompanying notes form an integral part of these Financial Statements.
Ordinary shares and share premium
When ordinary shares
are issued, the nominal value of the shares is credited to ordinary shares. Any premium paid above the nominal value is credited to the share premium reserve.
Share-based payment reserve
The share-based payment
reserve arises as the expense of issuing new potentially dilutive share options is recognized over time (share option grants). The reserve reduces as share options vest and are exercised.
The revaluation reserve arises when
an asset s carrying amount is increased as a result of a revaluation. The revaluation reserve is transferred directly to retained earnings when the asset is derecognized.
On December 22, 2017, the Directors
passed a special resolution to cancel the paid up capital to the extent of 0.99 of each of the preferred shares of 1.00 nominal value in the capital of the Company. As a consequence, 3,255,000 was transferred to the
Company s retained earnings, increasing the Company s distributable reserves. A corresponding amount has been debited to other reserves as the underlying fair value of the debt associated with the preference shares was not reduced by the
earnings records the accumulated profits and losses, as well as any transfers from other reserves, of the Company since inception of the business.
Notes to the Financial Statements
1. Basis of accounting
The principal accounting policies
adopted by Discuva Limited (the Company ) in the preparation of these financial statements are set out below.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRS Interpretations Committee interpretations
( IFRS ) as issued by the IASB. The Financial Statements have been prepared on a going concern basis and under the historical cost convention. These financial statements were authorized by the Director of Discuva Limited on May 15,
The consolidated financial statements of Discuva Limited as of and for the period ended December 23, 2017 have been prepared in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) except that the consolidated financial information do not include comparative figures for the prior period as required by IAS 1
Presentation of Financial Statements . The purpose of these financial statements is to meet the reporting requirements of Rule 3-05 of Regulation S-X of
Securities and Exchange Commission (SEC).
The financial information in these financial statements has been prepared on a going concern basis which assumes that the Company will continue in operational
existence for the foreseeable future.
On December 23, 2017, Summit Therapeutics plc ( Summit ) completed a transaction to acquire the
Company. The Director believes that preparing the financial statements on the going concern basis is appropriate due to the financial support of the new ultimate parent company. The Director has received confirmation that Summit intends to support
the Company for at least one year after these financial statements are signed.
The preparation of the financial statements, in conformity with IFRS, requires the use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management s best knowledge of the amount, event or actions, actual
results may ultimately differ from those estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 2
Critical accounting judgements and key sources of estimation uncertainty .
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the
normal course of business net of value added tax and other sales-related taxes. The Company recognizes revenue when (i) the amount can be reliably measured; (ii) when it is probable that future economic benefits will flow to the Company;
and (iii) when specific criteria have been met for each of the Company s activities.
non-refundable, upfront payments are assessed as to whether they relate to the provision of a license or development service. Upfront payments classified as the provision of a license are recognized in full
immediately while revenue related to further research and development services are initially reported as deferred revenue on the Statement of Financial Position and are recognized as revenue over the research term or development period.
Intangible fixed assets are stated at
historic cost less amortization. Amortization is calculated to write off the cost of intangible fixed assets in equal instalments over their estimated useful lives as follows:
1. Basis of accounting (continued)
Impairment of assets
At each period end date the Company
reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. For the purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash flows (cash-generating units).
An impairment loss is recognized for the amount by which the asset s or
cash-generating unit s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions, less costs to sell, and the value in use based on an internal discounted cash flow
evaluation. Impairment losses recognized for cash-generating units is charged pro rata to the other assets in the cash generating unit. All assets are subsequently reassessed for indications as to whether an impairment loss previously recognized may
Property, plant and equipment
Property, plant and equipment are stated at historic cost less depreciation except for buildings. Historic cost comprises the purchase price plus any
incidental costs of acquisition and commissioning. Buildings are accounted for under the revaluation model and are depreciated over their estimated useful lives. Buildings are revalued with sufficient regularity to ensure that the carrying amount
does not differ materially from the fair value at the end of the reporting period. Increases in the carrying amount arising on revaluation of buildings are credited to other comprehensive income and shown as a revaluation reserve in equity.
Depreciation is calculated to write off the cost, less residual value, of property, plant and equipment in equal annual installments over their estimated
useful lives as follows:
Buildings 30 years
Laboratory equipment 3-10 years
Office and IT equipment 3-5 years
in respect of operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the terms of the leases.
Other operating income includes income received and recognized from government agencies,
non-government and not for profit organizations and which are accounted for in accordance with IAS 20, Accounting for Government Grants and Disclosure of Government Assistance .
Also included in other operating income are service recharges. Service recharges are due from related parties and are calculated at arm s length and
recognized in the period the expenditure is incurred.
Last updated: May 15, 2018