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Allergy Therapeutics plc announced its audited preliminary results for the year ended 30 June 2025, reporting revenue of £55.0m, an operating loss of £28.2m, and a cash balance of £12.8m, with net assets decreasing to negative £28.2m. Post-period, by October 29, 2025, lenders exercised 1,375,000,000 warrants, generating £55m, which fully repaid the £50m Amended Shareholder Facility, provided £1m net cash to the Company, and resulted in 6,141,439,951 total Ordinary Shares in issue. A new £50m unsecured, uncommitted shareholder loan facility was also established, and the Company commenced exploration of a dual primary listing in Hong Kong.
| Date | 11 Dec 2025 |
| Time | 07:00:08 |
| Category | Results |
| ID | 0959L |
Allergy Therapeutics plc
("Allergy Therapeutics" or the "Group" or the "Company")
Audited Preliminary Results and publication of Annual Report for the Year ended 30 June 2025
- Stable financial performance with selective investment in strategic growth-related projects.
- Well placed for future growth as the German market transitions to fully licensed products with the end of the TAV period.
- Strengthened balance sheet post-period through full repayment of shareholder loan liabilities and securing a new £50m unsecured uncommitted shareholder loan facility.
- Continued progress across late-stage R&D programmes, including regulatory advancement for Grass MATA MPL and encouraging clinical data from the VLP Peanut PROTECT trial.
- Improving commercial momentum supported by increased demand for registered products.
- Post-period, commenced exploration of dual primary listing of ordinary shares in Hong Kong.
- Annual Report for the Year ended 30 June 2025 available electronically on the Company's website at www.allergytherapeutics.com
11 December 2025 Allergy Therapeutics (AIM: AGY), the fully integrated commercial biotechnology company specialising in allergy immunotherapies, today announces its audited preliminary results for the year ended 30 June 2025.
Highlights
Financial
- Revenue of £55.0m (2024: £55.2m) from the Group's commercial portfolio remained broadly flat, reflecting the earlier than expected impact of the approaching end of the TAV transition period in Germany and the shift to fully licensed products. On a constant currency basis*, revenue grew by over 2 percent.
- Continuing cost controls during the year have helped to manage the cost base of the Group while enabling selective investment in strategic growth-related projects. Operating loss was £28.2m (2024: £35.3m loss). Adjusted EBITDA** was a loss of £9.0m (2024: £7.6m loss), reflecting flat revenue performance combined with strategic investments to support future growth.
- R&D expenditure reduced to £15.4m (2024: £22.9m), mainly due to the prior period including peak activity of the pivotal G306 Phase III Grass MATA MPL trial.
- The Group entered into a £40m secured senior loan facility (the "Hayfin Facility") with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP ("Hayfin"). The Hayfin Facility consists of a committed £20m five year term loan and an additional uncommitted £20m incremental facility. To date only the £20m committed facility has been drawn. Following discussions with major shareholders, the existing loan facility of £40m was increased to £50m and its term extended to October 2030. At 30 June 2025, £37.5m of the facility had been drawn with £12.5m of the uncommitted facility remaining.
- Cash balance of £12.8m at 30 June 2025 (2024: £12.9m).
Post-Period Financial Events
- Post-period, the Group drew down the remaining £12.5m of its existing shareholder loan facility. The lenders subsequently exercised the related warrants, and the proceeds were used to repay the facility in full, with net proceeds of £1m received by the Company. A new £50m unsecured, uncommitted shareholder loan facility was also put in place.
- Post-period, the Group announced that it is exploring a dual primary listing of its ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited.
Operational
- Continued progression of the Marketing Authorisation Application for Grass MATA MPL with the Paul Ehrlich Institut, supported by the publication of comprehensive Phase III G306 data in Allergy. Commercial and medical affairs preparations for launch advanced in parallel.
- Significant progress in the long-term paediatric development of Grass MATA MPL, with Year 1 treatment and follow up for the pivotal G308 Phase III trial completed, and screening for Year 2 initiated in October 2025, marking the first multi season SCIT study of its kind in children.
- The Phase I/IIa VLP Peanut PROTECT trial advanced into its final phase of treatment, with healthy volunteers successfully dosed at levels beyond the anticipated therapeutic range and peanut allergic patients progressing through multiple escalating dose cohorts. Safety remained favourable throughout, and dose dependent reductions in skin sensitivity and biomarker shifts continued to reinforce the candidate's potential.
Manuel Llobet, CEO of Allergy Therapeutics, stated: "This year we focused on strengthening the business and building real momentum across the Group. We sharpened our priorities, reinforced our financial position and pushed ahead with the programmes that will shape our future. It has been a year of disciplined progress and clear direction.
"Our clinical programmes continue to move forward. Grass MATA MPL is progressing through the regulatory process in Germany, supported by strong Phase III data. The VLP Peanut PROTECT trial has also continued to generate encouraging safety and biomarker data, giving us confidence as we look ahead to the next stage of development.
"Looking to 2026, we see a year of opportunity. We expect important regulatory milestones, further clinical readouts and continued commercial momentum. Alongside this, our decision to explore a dual primary listing on HKEX reflects our ambition to expand our presence in Asia and to engage more directly with investors in a region that is increasingly important for our long-term growth.
"With a stronger foundation and a clearer path ahead, we are optimistic about what the coming year can bring for patients, partners and shareholders."
This announcement contains inside information for the purposes of the market abuse regulation (EU) no. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European (withdrawal) act 2018, as amended ("MAR").
*Constant currency uses prior year weighted average exchange rates to translate current year foreign currency denominated revenue to give a year-on-year comparison excluding the effects of foreign exchange movements.
** Adjusted EBITDA, reflects earnings before interest, tax, depreciation and amortisation adjusted to exclude the impact of research and development, non-recurring items, equity settled long term incentive plans and gains or losses arising on fundraising activities. Adjusted EBITDA is an alternative performance measure to aid users in understanding the underlying operating performance of the Group.
- ENDS -
For further information, please contact:
Allergy Therapeutics
Manuel Llobet, Chief Executive Officer
Shaun Furlong, Chief Financial Officer
+44 (0) 1903 845 820
Cavendish Capital Markets Limited (Nominated Adviser and Broker)
Geoff Nash /Giles Balleny/ Seamus Fricker
Nigel Birks - Life Science Specialist Sales
+44 (0)20 7220 0500
ICR Healthcare
Mary-Jane Elliott / David Daley / Davide Salvi
+44 (0)20 3709 5700
About Allergy Therapeutics
Allergy Therapeutics is an international commercial biotechnology company, headquartered in the UK, focused on the treatment and diagnosis of allergic disorders. The Group sells proprietary and third-party products from its subsidiaries in nine major European countries and via distribution agreements in an additional ten countries. For more information, please see www.allergytherapeutics.com.
Chairman and Chief Executive Officer Review
Introduction
Our progress this year has been significant, both in what we've achieved as a business and in how it positions us for future growth.
Through the execution of a clear commercial strategy in our key markets and by maintaining a sharp focus on our priority R&D programmes, we have optimally positioned Allergy Therapeutics for future growth as our industry navigates a changing allergy regulatory landscape.
With greater financial stability to advance our strategic priorities we have continued to selectively invest in strategic growth-related projects, including enhancement of our manufacturing capabilities to meet market demand - key to our ambitious strategy. Alongside continued cost controls throughout the year, the Group is well positioned to deliver on its commitment to transform patient care in allergy while building sustainable value for the company and shareholders.
Financial Performance
The Group maintained stable financial performance in 2025 which, alongside the pivotal advancements in our R&D pipeline and a shifting regulatory landscape in the European allergy treatment market, supports our outlook for future growth.
Our long-term funding secured during the period with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP, and the continued support from our major shareholders, SkyGem Acquisition Limited (an affiliate of ZQ Capital Management Limited) and Southern Fox Investments Limited, enabled the Group to continue progression of key R&D programmes, enhance our supply chain and invest in strategic priorities to drive the business forward.
The Board believes the Group is well placed to benefit from the changing regulatory environment in Germany, one of our major markets, and the upcoming end of the TAV transition period in 2026. As unregistered allergy treatments are withdrawn from the market, as is expected, in a national regulatory shift to fully licensed products, Allergy Therapeutics is in a position of strength, due to the breadth of our existing registered product portfolio and the scale of our commercial operations.
Clinical development
Grass MATA MPL - Delivering a step change in the management of grass pollen allergy
The submission of our Marketing Authorisation Application to the Paul Ehrlich Institut in Germany at the end of 2024, for Grass MATA MPL, was a significant milestone and a significant achievement by our team. This next-generation subcutaneous immunotherapy (SCIT) candidate to address the cause of allergic rhinoconjunctivitis due to grass pollen has the potential to be a major treatment advance for the many people who suffer from this form of seasonal allergy. The regulatory submission has been a significant investment of time and resources for the Group. Alongside that work, substantial efforts continue within our commercial and medical affairs teams to prepare for the product's commercial launch. This will ensure that we can provide it to patients who could benefit as soon as possible.
Importantly, in February 2025, comprehensive Phase III data from the pivotal G306 trial were published in the journal Allergy, reinforcing the treatment's efficacy and safety profile and supporting the regulatory application with robust peer-reviewed evidence.
Our investment in this product candidate reflects our continued belief in its potential. In October 2025 we continued the development programme, screening the first paediatric patients for year 2 in the Group's Phase III G308 trial. This trial is the first time a grass pollen SCIT has been evaluated long-term in a paediatric population, a significant milestone for the allergy field and one that reflects our commitment to advancing new treatment approaches for patients.
VLP Peanut - A next-generation peanut allergy immunotherapy
The clinical development of the Group's innovative, short-course peanut allergy immunotherapy candidate, VLP Peanut, via subcutaneous injection, continues to progress well. The Phase I/IIa PROTECT trial moved to its final phase of treatment during the period, with healthy volunteers receiving subcutaneous doses of the candidate immunotherapy beyond the expected therapeutic dose, establishing a strong safety margin. In addition, the third of four planned cohorts of peanut-allergic patients continued to progress through dose escalation, also at levels beyond the anticipated therapeutic range.
An interim analysis of the first two of the four cohorts of peanut allergic patients in the PROTECT trial showed that treatment with VLP Peanut resulted in a meaningful dose-dependent reduction in skin sensitivity to peanut allergen, with treated patients in cohort 2 showing a 48% reduction in wheal size after skin-prick test compared to an 8% reduction in those treated with placebo. Additionally, a comparison of the biomarker profile between treatment and placebo pointed to VLP Peanut driving a reduction in allergic response to the major peanut allergen, Ara h 2.
These interim analysis data represent the first demonstration of an immunologic response using a nanoparticle-based approach in peanut allergic patients. Results from PROTECT to date have established that this immunotherapy candidate not only circumvents triggering allergic reactions but also effectively modulates the immune system, potentially leading to long-term protection. The consistency in immunological response seen at these early doses, combined with the consistent, positive safety profile, is particularly encouraging.
Peanut allergy remains a growing public health concern, particularly in the US and Europe, with limited effective treatment options. There remains an urgent and compelling need for a therapy that ensures sustained protection during extended treatment-free periods. We believe this product has the potential to be a groundbreaking, disease-modifying immunotherapy that could bring a significant positive impact to the lives of patients, families and health systems affected by peanut allergy.
We are keen to present preliminary efficacy data based upon biomarkers by the end of this year and to identify an optimal therapeutic dose for phase II development.
Maintaining scientific leadership
Communicating to the broader healthcare community remains a key aspect of our work and it is a great source of pride that Allergy Therapeutics maintained its significant presence at the major annual allergy-focused scientific conferences this year, sharing the latest advancements from our pipeline at the American Academy of Allergy, Asthma & Immunology / World Allergy Organization (AAAAI / WAO) Joint Congress and the European Academy of Allergy and Clinical Immunology (EAACI) Congress.
At the EAACI Congress, Allergy Therapeutics furthered its commitment to advancing allergy and immunology research and innovation by collaborating with EAACI to support the Academy's Early Career Research Award. Encouraging the next generation of researchers is vital to advancing our understanding of allergy and translating innovation into new therapeutic approaches that can meaningfully improve the lives of people living with allergies. Alongside EAACI we were proud to play our part in fostering scientific excellence, and we again congratulate award winner Dr. Janice Layhadi, a Research Associate at Imperial College London's National Heart and Lung Institute and a rising star whose research is at the forefront of allergy and immunology research.
Through the year we maintained our commitment to sharing data and insights from our research with scientific colleagues, with publications in leading allergy journals. These included comprehensive datasets and learnings from our Grass MATA MPL Phase III programme in Allergy and early research validating the mechanism of action of VLP Peanut in The Journal of Allergy and Clinical Immunology.
Corporate initiatives
This year we initiated a company-wide share option awards programme, a pioneering long-term incentive plan for all Allergy Therapeutics employees, regardless of role. The Board's decision to launch this programme in 2025 recognises the Group's strongest strategic position in recent years and, importantly, the contributions of everyone across the business to delivering against our ambitious strategy.
During the period, we undertook a change in our Nominated Adviser and Corporate Broker - an important strategic decision aligned with the company's evolving needs and long-term ambitions. We are grateful to our former adviser for their guidance and support over the years, and for the important role they played in our journey to date. We have established a productive and collaborative relationship with our new adviser, Cavendish Capital Markets, as we continue to advance our corporate objectives.
Outlook
Looking ahead, the Board remains confident in the Group's prospects, with multiple opportunities for growth and for value creation from our commercial business and the progress anticipated within our innovative pipeline. With strong momentum across the Group, we are well positioned to deliver on our commitment to transform patient care in allergy.
Post year end it was announced to the London Stock Exchange that the Group is exploring a potential dual primary listing on the Hong Kong Stock Exchange, alongside our existing listing in London. This is a strategic move that reflects our ambition to expand Allergy Therapeutics' presence in Asia and to strengthen our position as a global leader in allergy immunotherapy.
Financial review
Reconciliation of loss before tax to Adjusted EBITDA (see Note 4)
Adjusted EBITDA is not defined by IFRS and therefore may not be directly comparable with other companies' performance measures. This is not intended to be a substitute for, or superior to, IFRS measurements.
|
|
2025 £'m |
2024 £'m |
|
Loss before taxation |
(39.2) |
(39.2) |
|
Net finance expense |
6.8 |
4.0 |
|
Depreciation |
3.6 |
3.8 |
|
Amortisation |
0.6 |
0.5 |
|
Research and development |
15.3 |
22.8 |
|
Other income |
(1.2) |
(1.5) |
|
Restructuring costs |
- |
1.2 |
|
Share-based payment expense |
0.9 |
0.8 |
|
Revaluation of warrant instrument held at fair value |
4.6 |
- |
|
Gain on modification of shareholder loan |
(0.4) |
- |
|
Adjusted EBITDA |
(9.0) |
(7.6) |
Business performance
Overview
The Group financial performance for the year was steady with revenue for the full year broadly flat at £55.0m (2024: £55.2m). This reflects an earlier than expected impact of the approaching change in the German regulatory landscape, as the end of the TAV transition period is reached in 2026. On a constant currency basis revenue grew at over 2%, with revenue in Germany declining slightly due to the reasons mentioned above and strong growth in the Group's second largest market, Spain, of 11%.
Confidence in prospects for the German market are underpinned by promising sales of first-year (patient initiation) treatments. A continued decline in orders for the Group's unregistered Pollinex Quattro product in the last two months of the financial year were more than offset by increased orders for its registered Grass, Trees and Venomil products.
Continuing cost controls operated during the year have managed the cost base of the Group whilst enabling selective investment in strategic growth related projects. Total administrative expenses excluding R&D reduced by £0.3m to £43.3m despite the new investments that were initiated.
Other administrative costs increased by £1.4m to £19.1m reflecting initiatives that were commenced in the year. These include greater investment in market research activities, increased travel to key industry events and consultancy related to future growth initiatives.
The Group has continued to selectively invest in its programme of clinical trials. R&D spend reduced by 33% to £15.4m (2024: £22.9m), mainly due to the prior period including the peak activity of the Group's pivotal G306 Phase III trial of Grass MATA MPL which successfully met its primary endpoint during H1 of FY2024. During the year the Group commenced its five-year long paediatric study (G308) with the first subjects screened and enrolled and then treated later in Q4 2024. The Phase I/IIa VLP Peanut PROTECT trial is ongoing with no safety signals observed to date.
The Group measures the commercial performance of the business by monitoring Adjusted EBITDA (see Note 4), the Group achieved an Adjusted EBITDA loss of £9.0m for the year (2024: loss £7.6m). The loss before tax was £39.2m (2024: £39.2m). The increased Adjusted EBITDA loss was a reflection of the flat revenue performance combined with investments in strategies to support future growth.
Other income in the year of £1.2m (2024: £1.5m) was due to R&D tax credits in the UK and Spain, the decrease is consistent with the reduction in R&D spend in the year.
Financing costs
Financing costs increased by £3.0m to £7.2m (2024: £4.2m) as a result of the increased level of debt from both the shareholder loan and Hayfin borrowings. The loans drawn down in the year have been primarily used to fund the R&D programme, capital expenditure and working capital.
Earnings per share
Basic loss per share for the year was (0.84) pence (2024 restated: (1.03) pence), the reduction primarily driven by an increase in the weighted average number of ordinary shares for the period.
Tax
The current year tax charge is predominantly comprised of liabilities for tax in the Spanish and German subsidiaries. The overall charge in the income statement is £0.9m (2024 restated: credit £0.5m). As at 30 June 2025, the Group had approximately £196m of unutilised UK tax losses (2024: approximately £167m) available for offset against future profits. The credit for the year ended 30 June 2024 includes prior period adjustments, refer to Note 20 for further details and a summary of the impact on the Consolidated Statement of Financial Position as at 30 June 2023 and 30 June 2024 as well as the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year ended 30 June 2024.
Balance sheet
During the year the Group continued to develop the Energy Centre in Worthing to strengthen business continuity and establish independence from GSK. In April 2025 the handover of the plant to the Group was successfully completed. Property, plant and equipment additions in the year were £3.7m (2024: £4.1m), reflecting investment in the Worthing Energy Centre and the continuing upgrade of plant in both the UK and Spain.
Inventories have increased to £13.9m (2024: £12.7m) as the Company continues to stock build ahead of the next peak season.
Cash and cash equivalents were similar to prior year at £12.8m (2024: £12.9m). The operating cash outflow was £28.1m (2024: £32.1m) as a result of the operating loss for the period, and £2.9m investing outflow (2024: £1.2m), primarily on the purchase of property, plant and equipment, offset by a net £31.2m inflow from financing activities (2024: £31.4m) due to the increased funding from the Hayfin and shareholder loans.
Retirement benefit obligations, which relate solely to the German pension scheme, remained stable at £8.6m (2024: £8.6m).
Net assets of the Group decreased from £7.4m (restated) to negative £28.2m, as a consequence of the trading losses for the period and use of the Hayfin and shareholder facilities to fund the business.
Currency
Group Treasury Policy mandates the use of forward exchange contracts to mitigate exposure to the effects of exchange rates where expenditure/income is committed and/or reasonably certain; however, throughout the financial year no hedge contracts were operated. This is due to security having been previously transferred from our primary banking provider to the shareholders as security for the shareholder loan.
With over 85% of revenues and approximately 40% of costs (excluding research and development costs) denominated in Euros, and approximately 40% of research and development costs denominated in US Dollars, movements in the currency markets may have an effect on the Group's operational finances. It is the Group's intention to reinstate its hedging policy as soon as practicable.
Financing
On 15 October 2024, following discussions with major shareholders, SkyGem Acquisition Limited (an affiliate of ZQ Capital Management Limited) and Southern Fox Investments Limited (together the "Shareholder Lenders"), the existing loan facility of £40m, details of which were announced on 27 December 2023, was increased to £50m and its term extended to October 2030. The Shareholder Facility has been amended ("the Amended Shareholder Facility") to be unsecured and rank behind the Hayfin Facility. In addition, interest under the Shareholder Facility will no longer be paid and instead interest will be rolled up into capital.
At 30 June 2025, £37.5m (2024: 22.5m) of the Amended Shareholder Facility had been drawn, a further £12.5m has been drawn down since the year end. Along with previous drawdowns the entire amount of the Amended Shareholder Facility has now been drawn and a total of 1,375,000,000 warrants issued. On 29 October 2025, the Company received exercise notices from the Shareholder Lenders in respect of the 1,375,000,000 warrants, the proceeds from which were used to repay the Amended Shareholder Facility in full (including all capitalised and accrued interest). The Company also received net proceeds of £1m, after repayment of the Amended Shareholder Facility, paid to the Company in cash.
Furthermore, the Shareholder Lenders have agreed to provide a new £50m unsecured loan facility (the "Renewed Shareholder Facility") on an uncommitted basis. The Renewed Shareholder Facility is available to draw down from 29 October 2025 until 15 July 2030, with interest payable at 12 per cent. per annum and a repayment date of 15 October 2030.
On 15 October 2024 the Group entered into a £40m secured senior loan facility (the "Hayfin Facility") with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP ("Hayfin"). The Hayfin Facility consists of a committed £20m five year term loan and an additional uncommitted £20m incremental facility. As part of these financing arrangements, the Company has also issued to Hayfin 131,603,616 warrants to subscribe for new ordinary shares, representing approximately 2.7% of the issued share capital of the Company, with a nominal exercise price of 0.1 pence per warrant and exercisable for a period of ten years from the date of issue. The Hayfin £20m loan was subject to an upfront arrangement fee and has a variable interest rate based on SONIA plus 9.5% per annum with interest payable based on Company selected interest periods. To date only the £20m committed facility has been drawn.
As explained more fully in Note 1, Basis of preparation, the Directors have adopted the Going Concern basis in preparing the audited consolidated financial statements.
Post-balance sheet events
Please refer to Note 21 for details of events after the balance sheet date.
Consolidated income statement
for the year ended 30 June 2025
|
|
Note |
Year to 30 June 2025 £'000 |
Year to 30 June 2025
£'000 |
Year to 30 June 2024 (as restated) £'000 |
Year to 30 June 2024 (as restated) £'000 |
|
Revenue |
3 |
|
55,044 |
|
55,199 |
|
Cost of sales |
|
|
(25,742) |
|
(25,462) |
|
Gross profit |
|
|
29,302 |
|
29,737 |
|
Sales, marketing and distribution costs |
|
(19,202) |
|
(19,591) |
|
|
Research and development costs |
|
(15,377) |
|
(22,900) |
|
|
Depreciation expense |
11 |
(3,616) |
|
(3,787) |
|
|
Amortisation expense |
|
(556) |
|
(532) |
|
|
Share-based payment expense |
|
(871) |
|
(759) |
|
|
Restructuring costs |
|
- |
|
(1,239) |
|
|
Administration expenses - other |
|
(19,086) |
|
(17,712) |
|
|
Total administrative expenses |
|
|
(58,708) |
|
(66,520) |
|
Other income |
|
|
1,244 |
|
1,526 |
|
Operating loss |
|
|
(28,162) |
|
(35,257) |
|
Revaluation of warrant instrument held at fair value |
19 |
|
(4,684) |
|
- |
|
Gain on modification of shareholder loan |
|
|
430 |
|
- |
|
Finance income |
7 |
|
382 |
|
285 |
|
Finance expense |
6 |
|
(7,166) |
|
(4,194) |
|
Loss before taxes |
|
|
(39,200) |
|
(39,166) |
|
Income tax |
8 |
|
(932) |
|
545 |
|
Loss for the year |
|
|
(40,132) |
|
(38,621) |
|
Loss per share |
10 |
|
|
|
|
|
Basic (pence per share) |
|
|
(0.84)p |
|
(1.03)p |
|
Diluted (pence per share) |
|
|
(0.84)p |
|
(1.03)p |
See Note 20 for details of restatements.
Consolidated statement of comprehensive income
for the year ended 30 June 2025
|
|
Note |
Year to 30 June 2025
£'000 |
Year to 30 June 2024 (as restated) £'000 |
|
Loss for the year |
|
(40,132) |
(38,621) |
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
|
|
Remeasurement of retirement benefit obligations |
|
277 |
(617) |
|
Remeasurement of investments - retirement benefit assets |
12 |
52 |
549 |
|
Deferred tax movement - retirement benefit obligations |
9 |
(91) |
163 |
|
Deferred tax movement - retirement benefit assets |
9 |
(17) |
(157) |
|
Revaluation gains - land and buildings |
|
369 |
281 |
|
Deferred tax movement - land and buildings |
9 |
(38) |
(24) |
|
Total other comprehensive income |
|
552 |
195 |
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
Exchange differences on translation of foreign operations |
|
106 |
(89) |
|
Total comprehensive loss |
|
(39,474) |
(38,515) |
See Note 20 for details of restatements.
Consolidated statement of financial position
as at 30 June 2025
|
|
Note |
30 June 2025
£'000 |
30 June 2024 (as restated) £'000 |
30 June 2023 (as restated) £'000 |
|
|||||
|
Assets |
|
|
|
|
|
|||||
|
Non-current assets |
|
|
|
|
|
|||||
|
Property, plant and equipment - right-of-use assets |
11 |
6,229 |
7,457 |
8,465 |
|
|||||
|
Property, plant and equipment - other |
11 |
18,029 |
16,288 |
14,776 |
|
|||||
|
Intangible assets - goodwill |
|
3,325 |
3,317 |
3,346 |
|
|||||
|
Intangible assets - other |
|
931 |
1,370 |
1,790 |
|
|||||
|
Investments - retirement benefit assets |
12 |
2,839 |
2,913 |
4,866 |
|
|||||
|
Deferred tax asset |
9 |
1,513 |
1,578 |
1,658 |
|
|||||
|
Total non-current assets |
|
32,866 |
32,923 |
34,901 |
|
|||||
|
Current assets |
|
|
|
|
|
|||||
|
Inventories |
13 |
13,915 |
12,744 |
11,593 |
|
|||||
|
Trade and other receivables |
14 |
5,916 |
5,937 |
5,832 |
|
|||||
|
Current tax receivables |
8 |
2,056 |
1,886 |
1,256 |
|
|||||
|
Cash and cash equivalents |
|
12,790 |
12,915 |
14,845 |
|
|||||
|
Total current assets |
|
34,677 |
33,482 |
33,526 |
|
|||||
|
Total assets |
|
67,543 |
66,405 |
68,427 |
|
|||||
|
Liabilities |
|
|
|
|
|
|||||
|
Current liabilities |
|
|
|
|
|
|||||
|
Trade and other payables |
15 |
(13,618) |
(12,763) |
(13,559) |
|
|||||
|
Current tax payables |
8 |
(912) |
(1,433) |
(3,124) |
|
|||||
|
Borrowings |
16 |
(405) |
(600) |
(648) |
|
|||||
|
Provisions |
17 |
(325) |
(2,489) |
- |
|
|||||
|
Lease liabilities |
|
(1,475) |
(1,516) |
(1,155) |
|
|||||
|
Derivative financial instruments |
19 |
(10,457) |
- |
(79) |
|
|||||
|
Total current liabilities |
|
(27,192) |
(18,801) |
(18,565) |
|
|||||
|
Net current assets |
|
7,485 |
14,681 |
14,961 |
|
|||||
|
|
|
|
|
|
||||||
|
|
Note |
30 June 2025
£'000 |
30 June 2024 (as restated) £'000 |
30 June 2023 (as restated) £'000 |
|
|||||
|
Non-current liabilities |
|
|
|
|
|
|||||
|
Retirement benefit obligations |
18 |
(8,592) |
(8,611) |
(7,917) |
|
|||||
|
Deferred taxation liability |
9 |
(68) |
(57) |
(69) |
|
|||||
|
Provisions |
17 |
(1,675) |
(2,708) |
(3,581) |
|
|||||
|
Lease liabilities |
|
(5,169) |
(6,372) |
(7,747) |
|
|||||
|
Long-term borrowings |
16 |
(53,040) |
(22,500) |
(26,439) |
|
|||||
|
Total non-current liabilities |
|
(68,544) |
(40,248) |
(45,753) |
|
|||||
|
Total liabilities |
|
(95,736) |
(59,049) |
(64,318) |
|
|||||
|
Net (liabilities) / assets |
|
(28,193) |
7,356 |
4,109 |
|
|||||
|
Equity |
|
|
|
|
|
|||||
|
Capital and reserves |
|
|
|
|
|
|||||
|
Issued share capital |
|
4,766 |
4,776 |
689 |
|
|||||
|
Capital redemption reserve |
|
10 |
- |
- |
|
|||||
|
Share premium |
|
154,639 |
154,639 |
119,030 |
|
|||||
|
Merger reserve |
|
40,128 |
40,128 |
40,128 |
|
|||||
|
Reserve - share-based payments |
|
1,279 |
408 |
2,906 |
|
|||||
|
Revaluation reserve |
|
2,151 |
1,782 |
1,501 |
|
|||||
|
Reserve - warrants |
|
4,773 |
1,719 |
412 |
|
|||||
|
Foreign exchange reserve |
|
(713) |
(819) |
(730) |
|
|||||
|
Retained earnings |
|
(235,226) |
(195,277) |
(159,827) |
|
|||||
|
Total (deficit) / equity |
|
(28,193) |
7,356 |
4,109 |
|
|||||
See Note 20 for details of restatements.
Consolidated statement of changes in equity
for the year ended 30 June 2025
|
|
Issued capital £'000 |
Capital redemption reserve £'000 |
Share premium £'000 |
Merger reserve £'000 |
Reserve - share-based payment £'000 |
Revaluation reserve £'000 |
Reserve - warrants £'000 |
Foreign exchange reserve £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
At 30 June 2023 (as reported) |
689 |
- |
119,030 |
40,128 |
2,906 |
1,501 |
412 |
(730) |
(161,870) |
2,066 |
|
Prior period adjustment |
- |
- |
- |
- |
- |
- |
- |
- |
2,043 |
2,043 |
|
At 30 June 2023 (as restated) |
689 |
- |
119,030 |
40,128 |
2,906 |
1,501 |
412 |
(730) |
(159,827) |
4,109 |
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
- |
- |
- |
(89) |
- |
(89) |
|
Valuation gains taken to equity (land and buildings) |
- |
- |
- |
- |
- |
281 |
- |
- |
- |
281 |
|
Deferred tax - land and buildings (as restated) |
- |
- |
- |
- |
- |
- |
- |
- |
(24) |
(24) |
|
Remeasurement of net defined benefit liability |
- |
- |
- |
- |
- |
- |
- |
- |
(617) |
(617) |
|
Remeasurement of investments - retirement benefit assets |
- |
- |
- |
- |
- |
- |
- |
- |
549 |
549 |
|
Deferred tax - defined benefit liability (as restated) |
- |
- |
- |
- |
- |
- |
- |
- |
163 |
163 |
|
Deferred tax - retirement benefit assets (as restated) |
- |
- |
- |
- |
- |
- |
- |
- |
(157) |
(157) |
|
Total other comprehensive income (as restated) |
- |
- |
- |
- |
- |
281 |
- |
(89) |
(86) |
106 |
|
Loss for the period after tax (as restated) |
- |
- |
- |
- |
- |
- |
- |
- |
(38,621) |
(38,621) |
|
Total comprehensive loss |
- |
- |
- |
- |
- |
281 |
- |
(89) |
(38,707) |
(38,515) |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
- |
- |
- |
- |
759 |
- |
- |
- |
- |
759 |
|
Shares issued |
4,087 |
- |
36,672 |
- |
- |
- |
- |
- |
- |
40,759 |
|
Share issue costs |
- |
- |
(1,063) |
- |
- |
- |
- |
- |
- |
(1,063) |
|
Transfer of exercised/lapsed options to retained earnings |
- |
- |
- |
- |
(3,257) |
- |
- |
- |
3,257 |
- |
|
Warrants issued |
- |
- |
- |
- |
- |
- |
1,307 |
- |
- |
1,307 |
|
At 30 June 2024 (as reported) |
4,776 |
- |
154,639 |
40,128 |
408 |
1,782 |
1,719 |
(816) |
(198,927) |
3,709 |
|
Prior period adjustment |
- |
- |
- |
- |
- |
- |
- |
(3) |
3,650 |
3,647 |
|
At 30 June 2024 (as restated) |
4,776 |
- |
154,639 |
40,128 |
408 |
1,782 |
1,719 |
(819) |
(195,277) |
7,356 |
|
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
- |
- |
- |
106 |
- |
106 |
|
Valuation gains taken to equity (land and buildings) |
- |
- |
- |
- |
- |
369 |
- |
- |
- |
369 |
|
Deferred tax - land and buildings |
- |
- |
- |
- |
- |
- |
- |
- |
(38) |
(38) |
|
Remeasurement of net defined benefit liability |
- |
- |
- |
- |
- |
- |
- |
- |
277 |
277 |
|
Deferred tax - defined benefit liability |
- |
- |
- |
- |
- |
- |
- |
- |
(91) |
(91) |
|
Remeasurement of investments - retirement benefit assets |
- |
- |
- |
- |
- |
- |
- |
- |
52 |
52 |
|
Deferred tax - retirement benefit assets |
- |
- |
- |
- |
- |
- |
- |
- |
(17) |
(17) |
|
Total other comprehensive income |
- |
- |
- |
- |
- |
369 |
- |
106 |
183 |
658 |
|
Loss for the period after tax |
- |
- |
- |
- |
- |
- |
- |
- |
(40,132) |
(40,132) |
|
Total comprehensive loss |
- |
- |
- |
- |
- |
369 |
- |
106 |
(39,949) |
(39,474) |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
- |
- |
- |
- |
871 |
- |
- |
- |
- |
871 |
|
Shares redeemed |
(10) |
10 |
- |
- |
- |
- |
- |
- |
- |
- |
|
Warrants issued |
- |
- |
- |
- |
- |
- |
3,054 |
- |
- |
3,054 |
|
At 30 June 2025 |
4,766 |
10 |
154,639 |
40,128 |
1,279 |
2,151 |
4,773 |
(713) |
(235,226) |
(28,193) |
See Note 20 for details of restatements.
Consolidated cash flow statement
for the year ended 30 June 2025
|
|
Note |
Year to 30 June 2025 £'000 |
Year to 30 June 2024 £'000 |
|
Cash flows from operating activities |
|
|
|
|
Loss before tax |
|
(39,200) |
(39,166) |
|
Adjustments for: |
|
|
|
|
Finance income |
7 |
(382) |
(285) |
|
Finance expense |
6 |
7,166 |
4,194 |
|
Gain on modification of shareholder loan |
|
(430) |
- |
|
Non-cash movement on defined benefit pension scheme |
|
112 |
121 |
|
Depreciation and amortisation |
|
4,172 |
4,319 |
|
Loss on disposal of fixed assets |
|
46 |
- |
|
R&D tax credit |
|
(1,244) |
(1,526) |
|
Charge for share-based payments |
|
871 |
759 |
|
Payments for retirement benefit investments |
12 |
- |
(19) |
|
Movement in fair valuation of derivative financial instruments |
|
4,684 |
(79) |
|
Decrease in trade and other receivables |
|
266 |
144 |
|
Increase in inventories |
|
(1,020) |
(1,239) |
|
(Decrease) / Increase in trade and other payables and provisions |
|
(2,580) |
788 |
|
Net cash used by operations |
|
(27,539) |
(31,989) |
|
Income tax paid |
|
(570) |
(149) |
|
Net cash used by operating activities |
|
(28,109) |
(32,138) |
|
Cash flows from investing activities |
|
|
|
|
Interest received |
|
270 |
135 |
|
Payments for property, plant and equipment |
|
(3,264) |
(3,401) |
|
Payments for intangible assets |
|
(158) |
- |
|
Receipts from disposal of investment assets |
|
267 |
2,067 |
|
Net cash used in investing activities |
|
(2,885) |
(1,199) |
|
|
Note |
Year to 30 June 2025 £'000 |
Year to 30 June 2024 £'000 |
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of equity shares |
|
- |
2,417 |
|
Share issue expenses |
|
- |
(1,062) |
|
Proceeds of bank borrowings |
|
942 |
514 |
|
Repayment of bank loan borrowings |
|
(636) |
(647) |
|
Interest paid on bank loan borrowings |
|
(49) |
(86) |
|
Repayment of principal on lease liabilities |
|
(1,630) |
(1,734) |
|
Interest paid on lease liabilities |
|
(284) |
(295) |
|
Proceeds from shareholder loan |
|
20,000 |
36,575 |
|
Repayment of shareholder loan |
|
(5,000) |
(2,135) |
|
Interest and fees paid on shareholder loan |
|
(829) |
(2,116) |
|
Proceeds from Hayfin loan |
|
19,370 |
- |
|
Fees paid on Hayfin loan |
|
(722) |
- |
|
Net cash generated from financing activities |
|
31,162 |
31,431 |
|
Net increase / (decrease) in cash and cash equivalents |
|
168 |
(1,906) |
|
Effects of exchange rates on cash and cash equivalents |
|
(293) |
(24) |
|
Cash and cash equivalents at the start of the period |
|
12,915 |
14,845 |
|
Cash and cash equivalents at the end of the period |
|
12,790 |
12,915 |
|
Cash at bank and in hand |
|
12,790 |
12,915 |
Notes to the consolidated financial statements
For the year ended 30 June 2025
1. Basis of preparation
The financial information in this announcement has been extracted from the Group's Annual Report and Accounts for the year ended 30 June 2025 and is prepared in accordance with UK-adopted IFRS.
Whist the financial information included in this preliminary announcement has been prepared in accordance with International Financial Reporting Standards (IFRS), this announcement itself does not contain sufficient information to comply with IFRS. The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006.
Statutory accounts for the years ended 30 June 2025 and 30 June 2024 have been reported on by the independent auditor. The independent auditor's report for the years ended 30 June 2025 and 30 June 2024 were unqualified and did not draw attention to any matters by way of emphasis. The reports for the years ended 30 June 2025 and 30 June 2024 did not contain a statement under section 498(2) or (3) Companies Act 2006. Statutory accounts for the year ended 30 June 2024 have been delivered to the Registrar of Companies and those for the year to 30 June 2025 will be delivered following the Company's annual general meeting.
The consolidated financial statements for the year ended 30 June 2025 (including comparatives) have been prepared under the historical cost convention modified by the revaluation of certain items, as stated in the accounting policies.
Prior period adjustments
There are prior period adjustments relating to the valuation of the liability for uncertain tax positions as at 30 June 2024 and the deferred tax assets and liabilities as at 30 June 2023 and 30 June 2024. Refer to Note 20 for further details.
As required by IFRS the consolidated financial statements for the year ended 30 June 2025 includes a third statement of financial position as at 30 June 2023, the beginning of the preceding period.
Consolidated income statement presentation
The line items and subtotals presented in the consolidated income statement for the year ended 30 June 2025 are different to those presented in the Group's financial statements for the year ended 30 June 2024. The changes made are (a) removal of the 'Operating loss pre-R&D and exceptional costs' subtotal, (b) inclusion of costs previously presented below 'Operating loss pre-R&D and exceptional costs' within the 'Total administrative expenses' subtotal, (c) removal of the line item 'Exceptional costs', replaced by 'Restructuring costs', and (d) new line items for 'Depreciation expense', 'Amortisation expense' and 'Share-based payment expense' split out from the 'Administration expenses - other' line item. The new presentation is considered by the Group to be more relevant to an understanding of the Group's overall financial performance. The comparative in the consolidated income statement has been updated to reflect the new presentation, however no amounts have been restated vs those previously reported.
New standards adopted
There are no IFRS or IAS interpretations that are effective for the first time in this financial period that have had a material impact on the Group.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group
At the date of authorisation of these financial statements, several new, but not yet effective, standards and amendments to existing standards and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group's financial statements.
Going concern
The going concern period has been assessed as the twelve-month period from the date of approval of the financial statements. The financial statements have been prepared on a going concern basis after considering the Group's and the Company's current cash position and reviewing budgets and cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. The parent company is a holding company and as such, its going concern status is intrinsically linked to the Group. The going concern assessment for the parent company was performed as part of the Group's assessment.
Between the balance sheet date and 20 October 2025, the Group drew down £12.5m under the Amended Shareholder Facility. Along with previous drawdowns the entire amount of the Amended Shareholder Facility has now been drawn and a total of 1,375,000,000 warrants issued. On 29 October 2025, the Company received exercise notices from the Shareholder Lenders in respect of the 1,375,000,000 warrants, the proceeds from which were used to repay the Amended Shareholder Facility in full (including all capitalised and accrued interest). The Company also received net proceeds of £1m, after repayment of the Amended Shareholder Facility, paid to the Company in cash. The exercise of warrants, issuance of new Ordinary Shares and repayment of the Amended Shareholder Facility has significantly strengthened the Group and the Company's balance sheet.
Furthermore, the Shareholder Lenders have agreed to provide a new £50m unsecured loan facility (the "Renewed Shareholder Facility") on an uncommitted basis. The Renewed Shareholder Facility is available to draw down from 29 October 2025 until 15 July 2030, with interest payable at 12 per cent per annum and a repayment date of 15 October 2030. There are no warrants attached to the drawdown of the facility extended under the Renewed Shareholder Facility. The Shareholder Lenders have committed to make available at least £40m of funding in the going concern period, as and when requested by the Company, as a loan under the Renewed Shareholder Facility. The total £40m shareholder funding commitment is reduced by any funding received from other third parties, and has no restrictions on drawdowns.
The Group continues to require funding for the foreseeable future, in particular to fund the ongoing R&D programme. The Directors have confidence in the ability to access the uncommitted funding during the next twelve months with the shareholders undertaking that funding would be available from them under the Renewed Shareholder Facility in the event that it was required.
The Directors have prepared cash flow forecasts for the twelve-month period from the date of the signing of the financial statements based on the arrangements in place for funding and the above representations provided by the Shareholder Lenders. The Directors have stress tested the forecasted cash flows by considering severe but plausible downside scenarios, including mitigating actions that could be taken to preserve cash through the deferral of capital expenditure and other spend items. These forecasts show that, even in the stress tested scenarios, the Group has access to sufficient funds for the twelve-month going concern review period. Furthermore, the forecasts for the entirety of the going concern period show that there would be no breach of the financial covenants attached to the Hayfin Facility, as set out in Note 16, even in a severe but plausible downside scenario. The balance of cash and cash equivalents at the end of November 2025 was £11.9m.
2. Use of accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Judgements
a) Deferred tax assets are only recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. At 30 June 2025, the Group had £196m (2024: £167m) of unutilised UK tax losses available for offset against future profits. At the UK's current rate of corporation tax the unutilised tax losses equate to a potential deferred tax asset of £49.0m (2024: £41.8m); however only £1.8m (2024: £1.8m) of this is recognised as a deferred tax asset, and the remaining £47.2m (2024: £40.0m) potential deferred tax asset is unrecognised at the balance sheet date together with £2.6m (2024: £2.3m) of other short term temporary timing differences and tax credits as there is not currently sufficient convincing evidence that taxable profits will be available against which these losses and other deductible temporary differences and tax credits will be utilised in the foreseeable future. Management reassesses the probable availability of future taxable profits on a regular basis.
b) The Group's operational structure gives rise to potential tax exposures that require management to exercise judgement in making determinations as to the amount of tax that is payable. The Group reports cross-border transactions undertaken between subsidiaries on an arm's-length basis in tax returns in accordance with Organisation for Economic Co-operation and Development (OECD) guidelines. Transfer pricing relies on the exercise of judgement, and it is reasonably possible for there to be a significant range of potential outcomes. At 30 June 2025, the Group had recognised liabilities of £0.8m (2024: £0.8m as restated) in respect of uncertain tax positions on the balance sheet. The amount recognised represents the sum of the probability-weighted amounts in a range of possible outcomes and as such is sensitive to changes in the probability assessed for each possible outcome. Possible outcomes range from £nil to £1.3m (2024: £nil to £1.3m).
Critical estimates and assumptions
a) The Group operates a partly funded non-contributory defined benefit pension scheme for certain employees in Germany. The defined assets and liabilities of this scheme and the related investments - retirement benefit assets - are estimated using actuarial methods by third-party experts. The net defined benefit liability is most sensitive to changes in the discount rate applied.
b) The Group has issued warrants to subscribe for shares, some of which do not meet the conditions to be classified as equity instruments and are therefore treated as an embedded derivative financial instrument. The embedded derivative is held on the consolidated statement of financial position at fair value with movements in fair value taken to the income statement. At 30 June 2025, the embedded derivative is valued at £10.5m, an increase of £4.7m compared to when it was initially recognised in October 2024, representing a loss on revaluation in the consolidated income statement. The most significant variable in valuing the embedded derivative is the Group's share price at the date of the valuation. The share price movement during the current period, where the fair value of the embedded derivative increased by £4.7m (81%), was an 87% increase from 4.25p per share at 15th October 2024 to 7.95p at 30 June 2025.
c) The Group's shareholder loan facility, as described more fully in Note 16, is a compound financial instrument due to the attached warrants, which entitle holders to subscribe for new Ordinary Shares. Each time funds are drawn down under the shareholder loan facility the proceeds received are allocated into their liability and equity components by first valuing the debt component, with the residual allocated to equity. The debt component is valued by discounting the contractual cash flows using a market rate of interest that would be payable on a similar debt instrument that does not include warrants. At 30 June 2025, £37.5m (2024: £22.5m) of shareholder loan funding had been drawn (net of £5.0m drawn in August 2024 and repaid in October 2024), of which £4.4m (2024: £1.3m) was allocated to the warrants on initial recognition. Furthermore, the shareholder loan facility was modified during the year and this was deemed to be a substantial modification due to the fact the discounted present value of the cash flows under the facility after the amendment (using the original effective interest rate) were greater than 10% different to the carrying value of the facility at the time of modification. A gain of £0.4m arose on modification, representing the difference between the present value of the amended cash flows, using the market rate of interest at the time of modification, compared to the carrying value of the facility at that time. The initial allocation of loan proceeds between debt and equity, and the calculation of the gain arising on modification of the loan are both sensitive to the market rate of interest used to discount the contractual cash flows. The Group engaged external consultants Globalview Advisors (now part of FRP Advisory) to calculate appropriate market rate(s) of interest. Globalview determine market interest rates by (i) performing a synthetic credit rating for the Group; (ii) analysis of bond yields, issued by companies in similar sectors and/or financial profile and (iii) an estimate of a market interest rate in line with benchmark data. Market interest rates used during the year ended 30 June 2025 range from 14.4% to 16.3% (2024: 15.4%).
Other estimates and assumptions
a) The Group operates equity-settled share-based compensation plans (LTIP schemes) for remuneration of its employees. Employee services received in exchange for the grant of any share-based compensation are measured at their fair values and expensed over the vesting period. The fair value of this compensation is dependent on, amongst other factors, whether the provisional share awards will ultimately vest, which in turn is dependent on future events which are uncertain. The Directors use their judgement and experience of previous awards to estimate the probability that the awards will vest, which impacts the fair valuation of the compensation. The key variables to be estimated are the number of awards that will lapse before the vesting date due to leavers, and the number of awards that will vest in relation to the non-market performance conditions.
3. Revenue
An analysis of revenue by category is set out in the table below:
|
|
2025 £'000 |
2024 £'000 |
|
Sale of goods at a point in time |
55,044 |
55,199 |
|
|
55,044 |
55,199 |
All revenue recognised in the income statement is from contracts with customers. The majority of these customers are on 14 to 30 day payment terms. No assets were recognised from costs to obtain or fulfil a contract with any customer.
4. Alternative performance measures ("APMs")
The Group's APMs are not defined by IFRS and therefore may not be directly comparable with other companies' APMs. These measures are not intended to be a substitute for, or superior to, IFRS measurements.
EBITDA
Earnings before interest, tax, depreciation and amortisation ("EBITDA") is included as an alternative performance measure in order to aid users in understanding the underlying operating performance of the Group.
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Loss before taxation |
|
(39,200) |
(39,166) |
|
Net finance expense |
6,7 |
6,784 |
3,909 |
|
Depreciation |
11 |
3,616 |
3,787 |
|
Amortisation |
|
556 |
532 |
|
EBITDA |
|
(28,244) |
(30,938) |
Adjusted EBITDA
Earnings before interest, tax, depreciation and amortisation adjusted to exclude the impact of research and development, non-recurring items, equity settled long term incentive plans and gains or losses arising on fundraising activities (Adjusted EBITDA) is included as an alternative performance measure in order to aid users in understanding the underlying operating performance of the Group.
These can be reconciled to the IFRS measure of loss before taxation as below:
|
|
2025 £'000 |
2024 £'000 |
|
Loss before taxation |
(39,200) |
(39,166) |
|
Net finance expense |
6,784 |
3,909 |
|
Depreciation |
3,616 |
3,787 |
|
Amortisation |
556 |
532 |
|
Research and development |
15,377 |
22,900 |
|
Other income |
(1,244) |
(1,526) |
|
Restructuring costs |
- |
1,239 |
|
Share-based payment expense |
871 |
759 |
|
Revaluation of warrant instrument held at fair value |
4,684 |
- |
|
Gain on modification of shareholder loan |
(430) |
- |
|
Adjusted EBITDA |
(8,986) |
(7,566) |
5. Segmental reporting
The Group's operating segments are reported based on the financial information provided to the Executive Directors, who are defined as the CODM, to enable them to allocate resources and make strategic decisions. In the opinion of the Directors, there is one class of business, being the manufacture and sale of allergy-related medicines.
The CODM reviews information based on geographical market sectors and assesses performance at an EBITDA (operating loss before interest, tax, depreciation and amortisation) and operating loss level. Management have identified that the reportable segments are Central Europe (which includes the following operating segments: Germany, Austria, Switzerland and the Netherlands), Southern Europe (Italy, Spain and Other), the Rest of the World (including the UK).
For all material regions that have been aggregated, management consider that they share similar economic characteristics. They are also similar in respect of the products sold, types of customer, distribution channels and regulatory environments.
Revenue by segment
|
|
Revenue from external customers 2025 £'000 |
Inter-segment revenue 2025 £'000 |
Total segment revenue 2025 £'000 |
Revenue from external customers 2024 £'000 |
Inter-segment revenue 2024 £'000 |
Total segment revenue 2024 £'000 |
|
Central Europe |
|
|
|
|
|
|
|
- Germany |
26,685 |
- |
26,685 |
27,298 |
- |
27,298 |
|
- Austria |
5,258 |
- |
5,258 |
4,947 |
- |
4,947 |
|
- Netherlands |
3,963 |
- |
3,963 |
4,062 |
- |
4,062 |
|
- Switzerland |
2,335 |
- |
2,335 |
2,864 |
- |
2,864 |
|
|
38,241 |
- |
38,241 |
39,171 |
- |
39,171 |
|
Southern Europe |
|
- |
|
|
|
|
|
- Italy |
2,869 |
- |
2,869 |
3,074 |
- |
3,074 |
|
- Spain |
9,596 |
- |
9,596 |
8,878 |
- |
8,878 |
|
- Other |
196 |
- |
196 |
368 |
- |
368 |
|
|
12,661 |
- |
12,661 |
12,320 |
- |
12,320 |
|
Rest of World (including UK) |
4,142 |
30,634 |
34,776 |
3,708 |
30,412 |
34,120 |
|
|
55,044 |
30,634 |
85,678 |
55,199 |
30,412 |
85,611 |
Revenues from external customers in all segments are derived principally from the sale of a range of pharmaceutical products designed for the immunological treatment of the allergic condition.
Rest of World (including UK) revenues include sales through distributors and agents in several markets including the Czech Republic, Slovakia and South Korea.
The CODM also reviews revenue by segment on a budgeted constant currency basis, to provide relevant year-on-year comparisons.
The Group has no customers which individually account for 10% or more of the Group's revenue.
Sales, marketing and distribution costs by segment
|
|
2025 £'000 |
2024 £'000 |
|
Central Europe |
12,299 |
12,389 |
|
Southern Europe |
4,742 |
5,320 |
|
Rest of World (including UK) |
2,161 |
1,882 |
|
|
19,202 |
19,591 |
Research and development costs by segment
|
|
2025 £'000 |
2024 £'000 |
|
Central Europe |
- |
- |
|
Southern Europe |
- |
- |
|
Rest of World (including UK) |
15,377 |
22,900 |
|
|
15,377 |
22,900 |
Administration expenses by segment
|
|
2025 £'000 |
2024 £'000 |
|
Central Europe |
5,150 |
5,297 |
|
Southern Europe |
1,612 |
1,203 |
|
Rest of World (including UK) |
12,324 |
11,212 |
|
|
19,086 |
17,712 |
Depreciation and amortisation by segment
|
|
2025 £'000 |
2024 £'000 |
|
Central Europe |
1,341 |
1,265 |
|
Southern Europe |
800 |
831 |
|
Rest of World (including UK) |
2,031 |
2,223 |
|
|
4,172 |
4,319 |
Finance income by segment
|
|
2025 £'000 |
2024 £'000 |
|
Central Europe |
112 |
150 |
|
Southern Europe |
1 |
5 |
|
Rest of World (including UK) |
269 |
130 |
|
|
382 |
285 |
Finance expense by segment
|
|
2025 £'000 |
2024 £'000 |
|
Central Europe |
487 |
449 |
|
Southern Europe |
31 |
40 |
|
Rest of World (including UK) |
6,648 |
3,705 |
|
|
7,166 |
4,194 |
EBITDA by segment
|
|
2025 £'000 |
2024 £'000 |
|
Allocated EBITDA |
|
|
|
Central Europe |
1,215 |
2,079 |
|
Southern Europe |
1,554 |
1,585 |
|
Rest of World (including UK) |
(31,013) |
(34,602) |
|
Allocated EBITDA |
(28,244) |
(30,938) |
|
Depreciation and amortisation |
(4,172) |
(4,319) |
|
Finance income |
382 |
285 |
|
Finance expense |
(7,166) |
(4,194) |
|
Loss before tax |
(39,200) |
(39,166) |
Tax charge / (credit) by segment
|
|
2025
£'000 |
2024 as restated £'000 |
|
Central Europe |
246 |
(614) |
|
Southern Europe |
457 |
(132) |
|
Rest of World (including UK) |
229 |
201 |
|
Tax charge / (credit) |
932 |
(545) |
The restatement of the 2024 tax values relates to a revaluation of uncertain tax position liabilities and deferred tax assets and liabilities. See Note 20 for details.
Total assets by segment
|
|
2025
£'000 |
2024 as restated £'000 |
|
Central Europe |
29,180 |
32,452 |
|
Southern Europe |
17,353 |
13,950 |
|
Rest of World (including UK) |
84,398 |
77,810 |
|
|
130,931 |
124,212 |
|
Inter-segment assets |
(24,337) |
(20,518) |
|
Inter-segment investments |
(39,051) |
(37,289) |
|
Total assets per balance sheet |
67,543 |
66,405 |
Included within Central Europe are non-current assets to the value of £2.5m (2024: £2.5m) relating to goodwill and £1.3m related to the deferred tax asset on the revaluation of the defined benefit obligation and separate investment in retirement benefit assets. Within Southern Europe assets to the value of £3.1m (2024: £3.0m) relating to land and buildings and £0.8m goodwill (2024: £0.8m). There were no material additions (excluding foreign exchange differences) to non-current assets in any country except the UK where non-current asset additions totalled £2.0m and comprised plant and machinery £1.6m and fixtures and fittings £0.4m (2024: £3.0m total), Spain where non-current additions totalled £1.2m comprising plant and machinery £1.0m and fixtures and fittings £0.2m (2024: £0.3m total) and Germany where the deferred tax asset on the revaluation of then defined benefit obligation was recognised.
Total liabilities by segment
|
|
2025
£'000 |
2024 as restated £'000 |
|
Central Europe |
(18,957) |
(22,012) |
|
Southern Europe |
(7,905) |
(6,414) |
|
Rest of World (including UK) |
(93,211) |
(51,141) |
|
|
(120,073) |
(79,567) |
|
Inter-segment liabilities |
24,337 |
20,518 |
|
Total liabilities per balance sheet |
(95,736) |
(59,049) |
The restatement of the 2024 asset and liability values relates to a revaluation of uncertain tax position liabilities and deferred tax assets and liabilities. See Note 20 for details.
6. Finance expense
|
|
2025 £'000 |
2024 £'000 |
|
Interest on shareholder loans |
3,673 |
3,495 |
|
Interest on Hayfin loan |
2,413 |
- |
|
Transaction fees on warrant |
390 |
- |
|
Net interest expenses on defined benefit pension liability |
323 |
317 |
|
Interest on lease liabilities |
284 |
295 |
|
Other |
83 |
87 |
|
|
7,166 |
4,194 |
7. Finance income
|
|
2025 £'000 |
2024 £'000 |
|
Bank interest |
270 |
135 |
|
Interest on investment assets |
112 |
150 |
|
|
382 |
285 |
8. Income tax expense and current taxes payable and receivable
|
|
2025
£'000 |
2024 as restated £'000 |
|
Current tax: |
|
|
|
UK corporation tax on loss for the period at 25% (2024: 25%) |
|
|
|
Current year |
236 |
285 |
|
Prior year |
80 |
165 |
|
IFRIC 23 provision |
(7) |
(1,654) |
|
Overseas tax |
693 |
609 |
|
|
1,002 |
(595) |
|
Deferred tax - current year |
(70) |
50 |
|
Deferred tax - prior year |
- |
- |
|
Tax charge / (credit) for the period |
932 |
(545) |
The reconciliation between the tax charge / (credit) and the accounting loss multiplied by the UK corporation tax rate for the years ended 30 June is as follows:
|
|
2025
£'000 |
2024 as restated £'000 |
|
Loss for the period before tax |
(39,200) |
(39,166) |
|
Loss for the period multiplied by the standard rate of corporation tax of 25% (2024: 25%) |
(9,800) |
(9,792) |
|
Effects of: |
|
|
|
Expenses not deductible |
3,066 |
1,466 |
|
Movements in unrecognised deferred tax |
7,627 |
9,419 |
|
Adjustment of taxes for prior periods |
80 |
165 |
|
Movement in uncertain tax positions |
(7) |
(1,654) |
|
Adjustment for different tax rates |
92 |
47 |
|
Overseas double taxation relief |
(114) |
(100) |
|
Overseas R&D relief |
(12) |
(96) |
|
Tax charge / (credit) for the period |
932 |
(545) |
Current taxes payable
|
|
2025
£'000 |
2024 as restated £'000 |
|
Income tax payables |
(144) |
(658) |
|
Uncertain tax positions |
(768) |
(775) |
|
|
(912) |
(1,433) |
Current taxes receivable
|
|
2025
£'000 |
2024 as restated £'000 |
|
Income tax receivables |
304 |
107 |
|
R&D tax credits |
1,752 |
1,779 |
|
|
2,056 |
1,886 |
The restatement of the 30 June 2024 values relates to the revaluation of the liability for uncertain tax positions and deferred tax assets and liabilities. See Note 20 for details.
9. Deferred tax
Recognised deferred tax asset/(liability)
|
|
Tax value of carried forward losses £'000 |
Tax value of accelerated capital allowances £'000 |
Acquisition of Bencard A.G. £'000 |
Overseas losses and other timing differences £'000 |
Property revaluations £'000 |
Germany defined benefit pension obligation £'000 |
Germany retirement benefit asset £'000 |
Total £'000 |
|
|
|
At 1 July 2024 as restated |
1,817 |
(1,817) |
(57) |
211 |
9 |
1,231 |
127 |
1,521 |
|
|
|
Adjustment in respect of prior year |
(157) |
157 |
- |
- |
- |
- |
- |
- |
|
|
|
Amount recognised in the income statement |
150 |
(150) |
57 |
(74) |
- |
2 |
85 |
70 |
|
|
|
Amount recognised in other comprehensive income |
- |
- |
- |
- |
(38) |
(91) |
(17) |
(146) |
|
|
|
Exchange differences |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
At 30 June 2025 |
1,810 |
(1,810) |
- |
137 |
(29) |
1,142 |
195 |
1,445 |
||
|
|
Tax value of carried forward losses £'000 |
Tax value of accelerated capital allowances £'000 |
Acquisition of Bencard A.G. £'000 |
Other timing differences £'000 |
Property revaluations £'000 |
Germany defined benefit pension obligation £'000 |
Germany retirement benefit asset £'000 |
Total £'000 |
|
At 1 July 2023 as restated |
1,252 |
(1,252) |
(69) |
184 |
33 |
1,129 |
312 |
1,589 |
|
Adjustment in respect of prior year |
(29) |
29 |
- |
- |
- |
- |
- |
- |
|
Amount recognised in the income statement |
594 |
(594) |
12 |
27 |
- |
(61) |
(28) |
(50) |
|
Amount recognised in other comprehensive income |
- |
- |
- |
- |
(24) |
163 |
(157) |
(18) |
|
Exchange differences |
- |
- |
- |
- |
- |
- |
- |
- |
|
At 30 June 2024 as restated |
1,817 |
(1,817) |
(57) |
211 |
9 |
1,231 |
127 |
1,521 |
Deferred tax is provided under the balance sheet liability method using the local tax rate for the overseas difference. Deferred tax assets and deferred tax liabilities are offset where the Group has a legally enforceable right to do so and when the deferred tax assets and liabilities relate to tax levied by the same tax authority and where there is an intention to settle the balances on a net basis. Deferred tax assets, in respect of losses, are recognised up to the value of the fixed asset liability as the nature of the asset & liability is such that they unwind at the same time.
The deferred tax asset relating to the Germany defined benefit obligation has been recognised as the German entity is profit-making and paying tax to the German tax authorities.
The following is the analysis of the deferred tax balances after offset for financial reporting purposes:
|
|
2025
£'000 |
2024 as restated £'000 |
|
Deferred tax assets |
1,513 |
1,578 |
|
Deferred tax liabilities |
(68) |
(57) |
|
|
1,445 |
1,521 |
As at 30 June 2025, the Group had approximately £196m of unutilised unrecognised UK tax losses (2024: approximately £167m) available for offset against future profits. At the UK's current rate of corporation tax the unutilised tax losses equate to a potential deferred tax asset of £49.0m (2024: £41.8m). The unrecognised deferred tax losses are stated after offset against taxable temporary differences of £1.8m (2024: £1.8m) as per IAS 12. The remaining £47.2m (2024: £40.0m) potential deferred tax asset is unrecognised at the balance sheet date together with £2.6m (2024: £2.3m) of other short term temporary timing differences and tax credits as there is not currently sufficient convincing evidence that taxable profits will be available against which these losses and other deductible temporary differences and tax credits will be utilised in the foreseeable future. Management reassesses the probable availability of future taxable profits on a regular basis.
It is likely that the unremitted earnings of overseas subsidiaries would qualify for the UK dividend exemption such that no UK tax would be due upon remitting these earnings to the UK. However, £4.1m (€4.7m) of those earnings may still result in a tax liability, principally as a result of the dividend withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate. These tax liabilities are not expected to exceed £0.2m. No provision for a deferred tax liability has been recognised as the Group controls the dividend policy of its subsidiaries and has no plans to remit relevant earnings in the foreseeable future.
Recognised and unrecognised deferred tax assets and liabilities have been calculated at the tax rates expected to apply to the date when the liability is settled or asset realised.
The restatement of the 30 June 2023 and 30 June 2024 values relates to recognition of the deferred tax asset in relation to the Germany defined benefit obligation and retirement benefit asset as well as a number of smaller corrections. See Note 20 for details.
10. Loss per share
|
|
2025
£'000 |
2024 restated £'000 |
|
Loss after tax attributable to equity shareholders |
(40,132) |
(38,621) |
|
|
Shares |
Shares |
|
|
'000 |
'000 |
|
Issued Ordinary Shares at start of the period |
4,766,440 |
679,105 |
|
Ordinary Shares issued in the period |
- |
4,087,335 |
|
Issued Ordinary Shares at end of the period |
4,766,440 |
4,766,440 |
|
Weighted average number of Ordinary Shares for the period |
4,766,440 |
3,743,332 |
|
Potentially dilutive share options |
- |
- |
|
Weighted average number of Ordinary Shares for diluted earnings per share |
4,766,440 |
3,743,332 |
|
Basic earnings per Ordinary Share (pence) |
(0.84)p |
(1.03)p |
|
Diluted earnings per Ordinary Share (pence) |
(0.84)p |
(1.03)p |
The diluted loss per share for 2025 does not differ from the basic loss per share as the exercise of share options would have the effect of reducing the loss per share and is therefore not dilutive under the terms of IAS 33.
The restatement of the 2024 values relates to a revaluation of the uncertain tax positions liability and deferred tax assets and liabilities. See Note 20 for details.
11. Property, plant and equipment
|
|
Right-of-use assets £'000 |
Plant and machinery £'000 |
Fixtures and fittings £'000 |
Motor vehicles £'000 |
Computer equipment £'000 |
Land and buildings £'000 |
Total £'000 |
|
Cost or valuation |
|
|
|
|
|
|
|
|
At 1 July 2023 |
13,923 |
20,439 |
8,374 |
20 |
4,848 |
3,045 |
50,649 |
|
Reclassification |
- |
- |
- |
- |
35 |
- |
35 |
|
Additions |
765 |
3,160 |
95 |
- |
61 |
- |
4,081 |
|
Foreign exchange |
(104) |
(23) |
(26) |
- |
(18) |
(44) |
(215) |
|
Revaluations |
- |
- |
- |
- |
- |
9 |
9 |
|
Disposals |
(293) |
- |
(1) |
- |
(1) |
- |
(295) |
|
At 30 June 2024 |
14,291 |
23,576 |
8,442 |
20 |
4,925 |
3,010 |
54,264 |
|
Reclassification |
- |
- |
- |
- |
45 |
- |
45 |
|
Additions |
424 |
2,628 |
602 |
- |
34 |
- |
3,688 |
|
Foreign exchange |
92 |
24 |
17 |
- |
15 |
31 |
179 |
|
Revaluations |
- |
- |
- |
- |
- |
98 |
98 |
|
Disposals |
(557) |
(36) |
- |
- |
- |
- |
(593) |
|
At 30 June 2025 |
14,250 |
26,192 |
9,061 |
20 |
5,019 |
3,139 |
57,681 |
|
Depreciation |
|
|
|
|
|
|
|
|
At 1 July 2023 |
5,458 |
10,287 |
7,272 |
20 |
4,371 |
- |
27,408 |
|
Reclassification |
- |
- |
- |
- |
- |
- |
- |
|
Charge for the year |
1,728 |
1,109 |
389 |
- |
286 |
275 |
3,787 |
|
Revaluations |
- |
- |
- |
- |
- |
(272) |
(272) |
|
Foreign exchange |
(59) |
(12) |
(18) |
- |
(17) |
(3) |
(109) |
|
Disposals |
(293) |
- |
(1) |
- |
(1) |
- |
(295) |
|
At 30 June 2024 |
6,834 |
11,384 |
7,642 |
20 |
4,639 |
- |
30,519 |
|
Charge for the year |
1,635 |
1,197 |
321 |
- |
194 |
269 |
3,616 |
|
Revaluations |
- |
- |
- |
- |
- |
(271) |
(271) |
|
Foreign exchange |
65 |
11 |
14 |
- |
14 |
2 |
106 |
|
Disposals |
(513) |
(34) |
- |
- |
- |
- |
(547) |
|
At 30 June 2025 |
8,021 |
12,558 |
7,977 |
20 |
4,847 |
- |
33,423 |
|
Net book value |
|
|
|
|
|
|
|
|
At 1 July 2023 |
8,465 |
10,152 |
1,102 |
- |
477 |
3,045 |
23,241 |
|
At 30 June 2024 |
7,457 |
12,192 |
800 |
- |
286 |
3,010 |
23,745 |
|
At 30 June 2025 |
6,229 |
13,634 |
1,084 |
- |
172 |
3,139 |
24,258 |
Included in Plant and machinery is £1.4m (2024: £5.8m) relating to assets under the course of construction upon which no depreciation has been charged. These are expected to be commissioned before June 2026. During the year £5.0m (including £3.5m for the Energy Centre) in Worthing was commissioned with a further £0.6m of new works commencing.
12. Investments - retirement benefit asset
The Group carries insurance policies which are designed to contribute towards the obligations in respect of the German defined benefit pension scheme (see Note 18). Some of these policies include a right to reimbursement and therefore do not meet the definition of a qualifying insurance policy under IAS 19.8. Accordingly, the assets have been recognised separately on the balance sheet. They are valued at fair value by Mercer Deutschland GmbH each year. Mercer Deutschland GmbH value the insurance policies according to contractual arrangements.
|
|
2025 £'000 |
2024 £'000 |
|
At 1 July |
2,913 |
4,866 |
|
Additions |
- |
19 |
|
Finance income |
112 |
150 |
|
Disposal of retirement benefit asset |
(266) |
(2,598) |
|
Remeasurement of investment |
52 |
549 |
|
Gain/(loss) on foreign exchange |
28 |
(73) |
|
|
2,839 |
2,913 |
The valuation of the retirement benefit asset involves a number of complex calculations and assumptions and as a result is subject to inherent uncertainty.
13. Inventories
|
|
2025 £'000 |
2024 £'000 |
|
Raw materials and consumables |
4,478 |
4,056 |
|
Work in progress |
5,620 |
5,672 |
|
Finished goods |
3,817 |
3,016 |
|
|
13,915 |
12,744 |
14. Trade and other receivables
|
|
2025
£'000 |
2024 restated £'000 |
|
Trade receivables |
3,210 |
3,198 |
|
Less: provision for impairment of trade receivables |
(365) |
(336) |
|
Trade receivables - net |
2,845 |
2,862 |
|
Other receivables |
598 |
922 |
|
VAT |
531 |
538 |
|
Prepayments and accrued revenue |
1,942 |
1,615 |
|
|
5,916 |
5,937 |
The restatement of the 2024 figures relates to the splitting out and separate disclosure of current tax receivables on the face of the Consolidated Statement of Financial Position. See Note 20 for details.
15. Trade and other payables
|
|
2025
£'000 |
2024 as restated £'000 |
|
Due within one year |
|
|
|
Trade payables |
4,491 |
4,015 |
|
Social security and other taxes |
1,283 |
1,557 |
|
Other creditors |
1,029 |
102 |
|
Accrued expenses and deferred income |
6,815 |
7,089 |
|
|
13,618 |
12,763 |
The restatement of the values for 30 June 2024 relates to revaluation of uncertain tax position liabilities and the subsequent splitting out and separate disclosure of current tax payables on the face of the Consolidated Statement of Financial Position. See Note 20 for details.
16. Borrowings
|
|
2025 £'000 |
2024 £'000 |
|
Due within one year |
|
|
|
Bank loans |
405 |
600 |
|
|
405 |
600 |
|
|
2025 £'000 |
2024 £'000 |
|
Due in more than one year |
|
|
|
Shareholder loans |
36,102 |
21,755 |
|
Hayfin loan |
15,679 |
- |
|
Bank loans |
1,259 |
745 |
|
|
53,040 |
22,500 |
Shareholder facility
The Group completed a £40.75m equity financing on 13 October 2023, the proceeds of which were used to repay amounts drawn at that time under the shareholder loan facility entered into on 6 April 2023 ("Loan Facility") with the major shareholders, SkyGem Acquisition Limited (an affiliate of ZQ Capital Management Limited) and Southern Fox Investments Limited (together the "Shareholder Lenders"). The Loan Facility agreement was amended twice (the "Amended Loan Facility"), on 27 September 2023 and subsequently on 27 December 2023. Following discussions with the Shareholder Lenders, the Amended Loan Facility was amended again ("the Amended Shareholder Facility") on 15 October 2024.
The Amended Loan Facility provided the Group with a £40.0m loan facility, secured against the shares held by Allergy Therapeutics plc in other Group companies (i.e. all the major assets of the Group), of which £7.5m was committed from the outset and £32.5m initially uncommitted. The Amended Loan Facility was available to drawn down from 15 January 2024 until 15 January 2026 with interest payable semi-annually at 12% per annum and a repayment date of 15 January 2027.
The Amended Shareholder Facility, increased the amount available, on an uncommitted basis, to £50.0m. The facility was also amended to extend the term to 15 October 2030, to be unsecured and rank behind the Hayfin Facility and such that interest will no longer be paid and instead interest will be rolled up into capital, until the final year of the term when interest will again become payable semi-annually. The interest rate payable under the Amended Shareholder Facility remains 12% per annum.
The terms of the Amended Shareholder Facility are substantially different to the terms of the Amended Loan Facility, by virtue of the fact the discounted present value of the cash flows under the Amended Shareholder Facility (using the original effective interest rate under the Amended Loan Facility) are greater than 10% different to the carrying value of the Amended Loan Facility at the time of modification. A gain of £0.4m arose on modification, representing the difference between extinguishment of the liability related to the Amended Loan Facility and the recognition of the liability related to the Amended Shareholder Facility.
The Company issues warrants to the Lenders following each drawdown under the Amended Shareholder Facility (and previously under the Amended Loan Facility), entitling the holders to subscribe for new Ordinary Shares at a price of 4 pence per share. The entitlement to warrants is 25 warrants for each £1 drawn down up to a maximum of 1,375,000,000 warrants. The warrants entitle the holders to subscribe for new Ordinary Shares at a price of 4 pence per warrant. The warrants are exercisable in whole or in part from 1 July 2024 until 15 October 2030. The Company has agreed that the proceeds of the warrants will be used to repay amounts outstanding under the Amended Shareholder Facility.
At 30 June 2025, £37.5m (2024: £22.5m) of the Amended Shareholder Facility had been drawn (net of £5.0m drawn in August 2024 and repaid in October 2024), of which £4.4m (2024: £1.3m) was allocated to the warrants on initial recognition (in line with the Group's accounting policy, the debt component was valued first by discounting the contractual cash flows using a market rate of interest that would be payable on a similar debt instrument which did not include the warrants, the remainder of the proceeds is allocated to the warrants and recognised in the "Warrants reserve" within shareholders' equity). At 30 June 2025 a total of 1,062,500,000 warrants had been issued in relation to the Amended Shareholder Facility.
Subsequent to the balance sheet date, the Group drew down the remaining £12.5m available under the Amended Shareholder Facility and issued further warrants. The shareholders subsequently exercised their warrants and the proceeds were used by the Group to repay the shareholder loan in full. Full details can be found in Note 21.
Hayfin Facility
On 15 October 2024 the Group entered into a £40m secured senior loan facility (the "Hayfin Facility") with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP ("Hayfin"). The Hayfin Facility consists of a committed £20m five year term loan and an additional uncommitted £20m incremental facility. The Hayfin £20m loan was subject to an upfront arrangement fee and has a variable interest rate based on SONIA plus 9.5% per annum with interest payable based on Company selected interest periods. To date only the £20m committed facility has been drawn.
As part of these financing arrangements, the Company also issued to Hayfin an initial 131,603,616 warrants to subscribe for new ordinary shares, representing approximately 2.7% of the issued share capital of the Company, with a nominal exercise price of 0.1 pence per warrant and exercisable for a period of ten years from the date of issue. Subsequent to the initial issuance of warrants, up to 30 June 2025, the Company has issued a further 1,011,605 warrants to Hayfin on the same terms for no additional consideration, as a result of warrants issued to the Shareholder Lenders on drawdowns under the Amended Shareholder Facility and the anti-dilution clauses contained within the Hayfin warrants instrument. At 30 June 2025 a total of 132,615,221 warrants had been issued in relation to the Hayfin Facility. Subsequent to the balance sheet date, further warrants have been issued to Hayfin, see Note 21 for details.
The Hayfin Facility is repayable on 17 October 2029. The contract includes covenants requiring the Group to (a) maintain a prescribed minimum liquidity amount at all times, and (b) meet certain prescribed minimum gross sales targets, tested quarterly for the prior twelve-month period. If either covenant is not met then the loan agreement provides the option for the Group's major shareholders to provide new funding within a prescribed time limit as a cure. If sufficient funds are not provided as a cure by the prescribed time limit then the loan will be repayable on demand. For the period from inception of the loan up to 30 June 2025 the Group has complied with the covenants at all times, hence the loan is not repayable on demand and is classified as non-current. The Group has access to sufficient funding for at least twelve months from the date of approval of these financial statements to ensure continued compliance with the minimum liquidity covenant. The Group's gross sales in the twelve-month period to 30 June 2025 were 12% in excess of the minimum covenant requirement and there is no increase in the gross sales required to meet this covenant until 30 June 2027.
17. Provisions
|
|
2025 £'000 |
2024 £'000 |
|
Italian leaving indemnity |
108 |
111 |
|
German rebate provision |
1,892 |
5,086 |
|
|
2, 000 |
5,197 |
|
Current |
325 |
2,489 |
|
Non-current |
1,675 |
2,708 |
|
|
2,000 |
5,197 |
18. Retirement benefit obligations
Defined contribution scheme
The Group operates a defined contribution pension scheme for all employees in the UK except those that have opted out of the scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. A salary sacrifice scheme is in operation at Allergy Therapeutics (UK) Ltd. The effect of the scheme is to transfer a proportion of the payroll cost to pension contributions.
Defined benefit scheme
The Group operates a partly funded non-contributory defined benefit pension scheme for certain employees in Germany. The actuarial valuation was carried out by Mercer Deutschland GmbH at 30 June 2025.
The assets and liabilities in the scheme were as follows:
|
|
2025 £'000 |
2024 £'000 |
|
Fair value of plan assets |
972 |
1,002 |
|
Present value of scheme liabilities |
(9,564) |
(9,613) |
|
Deficit in the scheme |
(8,592) |
(8,611) |
Movement in assets during the year
|
|
2025 £'000 |
2024 £'000 |
|
Balance as at 1 July |
1,002 |
1,022 |
|
Foreign currency differences |
10 |
(14) |
|
Interest income on plan assets |
37 |
47 |
|
Remeasurement of defined benefit asset |
6 |
32 |
|
Contributions from employer |
- |
- |
|
Assets transferred to finance benefits paid |
(83) |
(85) |
|
Balance as at 30 June |
972 |
1,002 |
Movement in liabilities in the year
|
|
2025 £'000 |
2024 £'000 |
|
Balance as at 1 July |
(9,613) |
(8,939) |
|
Foreign currency differences |
(99) |
136 |
|
Current service costs |
(112) |
(122) |
|
Interest cost |
(360) |
(364) |
|
Remeasurement of defined benefit liability - arising from changes in financial assumptions and experience gains/(losses) |
271 |
(649) |
|
Benefits paid by employer |
266 |
240 |
|
Benefits paid from assets |
83 |
85 |
|
Balance as at 30 June |
(9,564) |
(9,613) |
19. Derivative financial instruments
|
|
2025 £'000 |
2024 £'000 |
|
Current assets |
|
|
|
Euro forward contracts |
- |
- |
|
Current liabilities |
|
|
|
Euro forward contracts |
- |
- |
|
Embedded derivative |
(10,457) |
- |
|
|
(10,457) |
- |
The movement in the embedded derivative during the year was as follows:
|
|
2025 £'000 |
2024 £'000 |
|
At 1 July |
- |
- |
|
Initial recognition |
(5,773) |
- |
|
Revaluation |
(4,684) |
- |
|
At 30 June |
(10,457) |
- |
20. Prior period adjustments
Uncertain tax positions
The 2024 liability was restated to recognise discussions that took place between the Group and a tax authority, where a number of material uncertainties were resolved, leading to a lower settlement than the Group had previously provided for. Although this meeting took place after the balance sheet date it was before the consolidated financial statements for the year ended 30 June 2024 were approved and provided evidence of conditions that existed at the end of the reporting period and hence should have been considered an adjusting post balance sheet event.
The impact of the restatement on the Consolidated Income Statement for the year ended 30 June 2024 and the Consolidated Statement of Financial Position as at 30 June 2024 is shown below. There was no impact from this restatement on the Consolidated Statement of Financial Position as at 30 June 2023.
Deferred tax assets and liabilities
Although the overall Group is currently loss making the German subsidiary is profitable and pays tax to the German tax authorities, hence it is probable that taxable profits will be available to support the recognition of deferred tax assets arising in Germany. This was also the case in prior periods and therefore deferred tax assets relating to the Germany defined benefit obligation and retirement benefit investment asset should have been recognised. A number of smaller corrections to deferred tax assets and liabilities were made at the same time.
The impact of the restatement on the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year ended 30 June 2024 and the Consolidated Statement of Financial Position as at 30 June 2024 and 30 June 2023 is shown below.
Current tax receivables and payables
As required by IFRS/IAS1, current tax receivables are now disclosed separately on the face of the Consolidated Statement of Financial Position. Previously they were included within Trade and other receivables.
As required by IFRS/IAS1, current tax payables are now disclosed separately of the face of the Consolidated Statement of Financial Position. Previously they were included within Trade and other payables.
The impact of the restatement on the Consolidated Statement of Financial Position as at 30 June 2024 and 30 June 2023 is shown below.
Impact of restatements on the Consolidated Statement of Financial Position as at 30 June 2023:
|
|
|
Previously reported £'000 |
Deferred tax assets and liabilities £'000 |
Current tax payables and receivables £'000 |
Total adjustments £'000 |
Restated amount £'000 |
|
Deferred tax asset |
|
- |
1,658 |
- |
1,658 |
1,658 |
|
Trade and other receivables |
|
7,088 |
- |
(1,256) |
(1,256) |
5,832 |
|
Current tax receivables |
|
- |
- |
1,256 |
1,256 |
1,256 |
|
Trade and other payables |
|
(16,683) |
- |
3,124 |
3,124 |
(13,359) |
|
Current tax payables |
|
- |
- |
(3,124) |
(3,124) |
(3,124) |
|
Deferred tax liability |
|
(454) |
385 |
- |
385 |
(69) |
|
Retained earnings |
|
(161,870) |
2,043 |
- |
2,043 |
(159,827) |
|
|
|
|
|
|
|
|
Impact of restatements on the Consolidated Statement of Financial Position as at 30 June 2024:
|
|
Previously reported £'000 |
Adjustments from 2023 £'000 |
Uncertain tax positions £'000 |
Deferred tax assets and liabilities £'000 |
Current tax payables and receivables £'000 |
Total adjustments £'000 |
Restated amount £'000 |
|
Deferred tax asset |
- |
1,658 |
- |
(80) |
- |
1,578 |
1,578 |
|
Trade and other receivables |
7,823 |
- |
- |
- |
(1,886) |
(1,886) |
5,937 |
|
Current tax receivables |
- |
- |
- |
- |
1,886 |
1,886 |
1,886 |
|
Trade and other payables |
(15,940) |
- |
1,744 |
- |
1,433 |
3,177 |
(12,763) |
|
Current tax payables |
- |
- |
- |
- |
(1,433) |
(1,433) |
(1,433) |
|
Deferred tax liability |
(382) |
385 |
- |
(60) |
- |
325 |
(57) |
|
Foreign exchange reserve |
(816) |
- |
- |
(3) |
- |
(3) |
(819) |
|
Retained earnings |
(198,927) |
2,043 |
1,744 |
(137) |
- |
3,650 |
(195,277) |
Impact of restatements on the Consolidated Income Statement for the year ended 30 June 2024:
|
|
Previously reported £'000 |
Uncertain tax positions £'000 |
Deferred tax assets and liabilities £'000 |
Total adjustments £'000 |
Restated amount £'000 |
||
|
Income tax |
(1,050) |
1,744 |
(149) |
1,595 |
545 |
|
|
|
Loss per share |
|
|
|
|
|
|
|
|
Basic (pence per share) |
(1.07) |
0.04 |
- |
0.04 |
(1.03) |
|
|
|
Diluted (pence per share) |
(1.07) |
0.04 |
- |
0.04 |
(1.03) |
|
|
Impact of restatements on the Consolidated Statement of Comprehensive Income for the year ended 30 June 2024:
|
|
Previously reported £'000 |
Uncertain tax positions £'000 |
Deferred tax assets and liabilities £'000 |
Total adjustments £'000 |
Restated amount £'000 |
|
Other comprehensive income |
|
|
|
|
|
|
Deferred tax movement - retirement benefit obligations |
- |
- |
163 |
163 |
163 |
|
Deferred tax movement - retirement benefit assets |
- |
- |
(157) |
(157) |
(157) |
|
Deferred tax movement - land and buildings |
(30) |
- |
6 |
6 |
(24) |
21. Events after the balance sheet date
Proceeds from Exercise of Warrants and Repayment of the Entire Balance under the Shareholder Facility
Between the balance sheet date and 20 October 2025, the Group drew down £12.5m under the Amended Shareholder Facility and issued further warrants in accordance with the entitlement to 25 warrants for each £1 drawn, at a price of 4 pence per share. Along with previous drawdowns the entire amount of the Amended Shareholder Facility has now been drawn and a total of 1,375,000,000 warrants issued.
On 29 October 2025, the Company received exercise notices from the Shareholder Lenders in respect of the 1,375,000,000 warrants, which would generate aggregate proceeds of £55m on exercise. In satisfaction of the exercise price payable by the Shareholder Lenders for the warrants, the Shareholder Lenders have transferred the entire Amended Shareholder Facility to the Company along with net proceeds of £1m in cash. As a result, all financial indebtedness owed by the Group to the Shareholder Lenders under the Amended Shareholder Facility, has effectively been repaid. The net proceeds of £1m paid to the Company in cash, represents the difference between the £55m warrant exercise proceeds and the amounts owed by the Group to the Shareholder Lenders at the point of exercise of £54m, including all capitalised and accrued interest.
1,375,000,000 new Ordinary Shares were issued to the Shareholder Lenders following exercise of their warrants, which rank pari passu with the existing Ordinary Shares in issue. Following issue of the new Ordinary Shares, the Company's total issued and voting share capital consists of 6,141,439,951 Ordinary Shares.
As a result of the drawdowns under the Amended Shareholder Facility between the balance sheet date and 20 October 2025 (and issuance of the related warrants to the Shareholder Lenders), the Company has also issued 843,005 warrants with an exercise price of 0.1 pence per warrant to Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP ("Hayfin") pursuant to anti-dilution rights held by Hayfin under the terms of the warrants issued to Hayfin in connection with the senior secured loan facility entered into between Hayfin and the Company dated 15 October 2024.
Renewed Shareholder Facility
The Lenders have agreed to provide a new £50m unsecured loan facility (the "Renewed Shareholder Facility") on an uncommitted basis. The Renewed Shareholder Facility is available to draw down from 29 October 2025 until 15 July 2030, with interest payable at 12 per cent. per annum and a repayment date of 15 October 2030. There are no warrants attached to the drawdown of the facility extended under the Renewed Shareholder Facility.
Exploration of listing in Hong Kong
Post year end it was announced to the London Stock Exchange that the Group is exploring a potential dual primary listing on the Hong Kong Stock Exchange, alongside our existing listing in London. This is a strategic move that reflects our ambition to expand Allergy Therapeutics' presence in Asia and to strengthen our position as a global leader in allergy immunotherapy.