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Press Release

Interim Report for the 6 months to 31st October 2004 - 27 January 2005

Osmetech plc

Interim Results for the six months ending 31 st October 2004

Highlights

•  Acquisition of Molecular Sensing plc ('MS') successfully completed

•  License signed for LGC HyBeacons DNA probe technology

•  Sales of £2,442,000 (2003 - £3,457,000) in line with expectations

•  Strong growth to commence in the second half with IDEXX veterinary sales and new product launches

James White, Chief Executive, Osmetech plc said:

'Osmetech's strategic objective to develop an international diagnostics business in the high growth point of care and near patient testing market has continued to show good progress.

'The highly successful acquisition of the OPTI product line of blood gas analyzers in 2003 provided us a high quality infrastructure to support the organic growth of the Group's business as well as providing us with a solid revenue base.

'The current financial year will see the start of a significant growth period for OPTI, through both new product introductions and the commencement of the IDEXX trading relationship. IDEXX is a worldwide leader in the development and commercialisation of animal health diagnostic products, delivering sales of $475 million in 2003 and with a market capitalisation of approximately $1.9 billion.

'We also expect to be able to grow the business through suitable acquisitions and are delighted to report the important recent acquisition of MS. This further strengthens the Group's product pipeline by providing an instrument in late stage development for DNA and RNA analysis, 'Opti GENE' (previously known as 'Genedrive'). We initially intend to sell the Opti GENE into the rapidly growing genetic testing and infectious disease testing market segments.

'MS has been integrated into the Group and we have already secured a key license agreement with LGC giving us access to their HyBeacons DNA probe technology. Using this technology we will finalise existing tests and to develop new tests specifically designed for use with the Opti GENE instrument which will be exhibited for the first time later this year.'

For further information:

Osmetech plc
James White/David Sandilands       020 7378 7033 (Thursday 27 th January)
                                                                Thereafter 020 7849 6027

madano partners hip
Matthew Moth / Adam Wurf                020 7378 7033

OPTI

As expected, during the first half of the year, OPTI sales of $4,445,000 (£ 2,442,000) were lower than the corresponding period last year: $5,582,000 ( £3,457,000 ), which benefited from approximately $1m of SARS-related sales to China and initial 'pipeline filling' sales to distributors. Repeat consumable sales increased during the period and accounted for 70% of total sales.

The second half of the current financial year will be boosted by new product introductions and sales to IDEXX Laboratories, Inc. for veterinary markets. Overall sales in the period should increase significantly both from the level achieved in the first half and that achieved in the second half last year.

The new products launched this year will provide the basis for the continued growth of OPTI for a number of years both through the sales of new instruments and repeat consumable sales for the expanded installed base.

Earlier this month, IDEXX launched the VetStat electrolyte and blood gas analyser at the largest US veterinary conference, NAVC. VetStat is a customized OPTI CCA instrument supplied by Osmetech under an OEM manufacturing and supply contract. This agreement was signed in August 2004, when we also entered into a development and supply contract with IDEXX to create a new platform for measuring critical care parameters based on Osmetech's proprietary optical fluorescence technology. Both contracts are for a period of at least 10 years and should have a significant impact upon Osmetech's sales revenues, opening the veterinarian market for Osmetech's technology and products.

Integrated Vaginal Infection Product

Since FDA approval was obtained for Osmetech's bacterial vaginosis (BV) test based upon our proprietary electronic nose technology we have been looking to develop a device capable of diagnosing and differentiating between the most prevalent and clinically important vaginal infections by incorporating and automating third party tests. This simple to use integrated device must provide objective results within the timeframe of a normal patient consultation.

We have evaluated a variety of alternatives and potential complimentary tests to achieve our objective of developing a vaginal infection product ("VIP") that best meets the market requirements. We reviewed and assessed the collaborative work that LGC and Molecular Sensing had been performing during which time scientific proof of principle was established demonstrating the compatibility of HyBeacon tests with the Opti GENE.

A study of clinical samples at the Royal Free Hospital in London evaluated the HyBeacon Chlamydia detection assay run on the Opti GENE instrument. Although this study was not optimised or performed under FDA clinical trial guidelines, the results were excellent, exhibiting a high degree of accuracy in comparison with other widely practised nucleic acid amplification tests.

We believe that the opportunities for the Opti GENE instrument are highly attractive and we intend to develop and market this device as a priority to address the most critical requirements of the vaginal infection and sexually transmitted diseases market.

Acquisition of Molecular Sensing plc

The all share offer for OFEX listed MS was completed on 12 October 2004 . The offer of 47 Osmetech shares for every 2 MS shares resulted in a total of 83,992,581 new Osmetech shares being issued. With an average mid-market price of 3.245 pence per share this valued MS at approximately £2.7m. At the date of acquisition, MS had net assets of £1.8m, including cash of £1.9m. The development programme for the completion of the Opti GENE instrument has already been fully integrated into Osmetech's operations.

Molecular Diagnostics and Opti GENE

Molecular diagnostics is the fastest growing segment of the international healthcare diagnostics market, exhibiting annual growth rates of at least 20%. The human genome project has created a major opportunity to improve both cost efficiency and treatment. Furthermore, the landscape for testing is changing with a higher proportion of tests likely to be performed outside of the traditional large laboratory settings as tests become cheaper and simpler and the demand for faster results increases. The highest rates of growth are expected among the small to medium sized hospitals, where most OPTI customers are located.

We believe that the Opti GENE instrument has the key performance characteristics necessary for success in the principal segments of genetic testing and infectious diseases. Opportunities should also exist to secure partners capable of exploiting the Opti GENE in other markets including veterinary, food, forensic, environmental and research.

We have recently strengthened the management team with the experience necessary to commercialise this molecular diagnostics technology and have also established an assay development facility in Boston , US . We are leveraging our existing infrastructure and the skills of the OPTI team in Atlanta to complete the development process. Our proven manufacturing and distribution capabilities will provide further efficiencies and we expect to benefit from having similar customer bases.

We plan to show the Opti GENE instrument for the first time at the Medica trade exhibition in November this year.

Financial Review

Total sales of £2,442,000 (2003 - £3,457,000) included a 9% negative impact on currency translation by comparison with the same period last year as a result of the weakening dollar. As explained earlier the expected decrease in local currency terms was due to the one-off positive impact last year of SARS-related sales to China and initial 'pipeline filling' sales to distributors.

Gross profit margins at 44% returned to more normal levels after the abnormally high levels achieved last year from the successful utilisation of slow moving inventory acquired as part of the purchase of the OPTI business.

Operating expenses were 24% lower at £2,070,000 (2003 - £2,717,000) reflecting a combination of a reduced cost base, lower non-OPTI development costs and currency translation effects.

We expect the favourable impact of increased OPTI sales in the second half to be offset by increased development costs for Opti GENE and associated assays as these projects are accelerated.

Total cash and term deposit balances increased during the period by £460,000 to £3,632,000 at 31 October 2004 . This included cash within MS of £1,764,000 (cash at the acquisition date was £1,896,000). Outflows in the period include £279,000 costs associated with the acquisition.

Outlook

Over the past two years Osmetech has been transformed into an international medical devices company in the fast growing near patient testing market. OPTI gives us a robust and high quality revenue stream providing a solid base for the business as well as providing a proven infrastructure to support the Group's other activities.

The launch of new OPTI products and the start of the significant trading relationship with IDEXX, the world's leading veterinary diagnostics Company, will lead to a strong performance in the second half

We are very excited about the prospects for the Opti GENE molecular diagnostics instrument, which should provide very strong growth for the Group over the medium term. The OPTI team's considerable experience in successfully developing and launching new products will be extremely valuable in this regard.

We intend to generate licensing revenues for the Group by exploiting our intellectual property portfolio in non-core areas. We will also continue to search for other opportunities to grow the business and leverage our operations further through acquisition.

Gordon Hall                James White
Chairman Chief         Executive Officer

27 January 2005

 

Consolidated profit and loss account
For the six months ended 31 October 2004

 

Notes

Six months to 31 st October 2004 (unaudited) £'000   Six months to 31 st October 2003 (unaudited) £'000   Year Ended 30 th April 2004 £'000

Turnover

2,442

3,457

6,180

Cost of sales

Gross profit

Administrative expenses

(1,365)
---- 1,077

(2,070)

----

(1,328)
----
2,129

(2,717)

----

(2,734)
----
3,446

(4,864)

----

Operating loss

(993)

(588)

(1,418)

Net interest receivable

57

40

102

----

----

----

Loss on ordinary activities before tax

(936)

(548)

(1,316)

Taxation

36

83

148

----

----

----

Loss for the period transferred from reserves

(900)

(465)

(1,168)

------

------

------

Basic and Diluted Loss per share

2

(0.15p)

(0.09p)

(0.21p)

------

------

------

 

Consolidated statement of total recognised gains and losses
For the six months ended 31 October 2004

 

Six months to 31 st October 2004 (unaudited) £'000 Six months to 31 st October 2003 (unaudited) £'000 Year Ended 30 th April 2004 £'000

Loss for the period after taxation

(900)

(465)

(1,168)

Exchange (loss) / gain on consolidation

(94)

(142)

(242)

----

----

----

Total recognised losses for the period

(994)

(607)

(1,410)

------

------

------

 

Consolidated balance sheet
As at 31 October 2004

31 st October 2004 (unaudited) £'000 31 st October 2003 (unaudited) £'000 30 th April 2004 £'000
Fixed assets

Intangible assets

2,189

1,047

1,022

Tangible assets

526

413

476

----

----

----

2,715

1,460

1,498

----

----

----

Current assets

Stocks

1,043

1,201

967

Debtors

1,717

1,505

1,465

Investments - Term Deposits

Cash at bank and in hand

3,100

532

3,300

306

2,700

472

----

----

----

6,392

6,312

5,604

Less:

Creditors: amounts falling due within one year

(1,295)

(1,159)

(940)

----

----

----

Net current assets

5,097

5,153

4,664

----

----

----

Net assets

7,812

6,613

6,162

------

------

------

Capital and reserves

Called up share capital

6,884

5,870

6,044

Share premium account

29,412

29,316

29,494

Merger reserve

1,886

-

-

Profit and loss account

(30,370)

(28,573)

(29,376)

----

----

----

7,812

6,613

6,162

------

------

------

Reconciliation of movement in shareholders' funds

Opening shareholders' funds

6,162

5,235

5,235

Loss for the period

(900)

(465)

(1,168)

New share capital subscribed (including premium)

2,726

2,085

2,437

Issue expenses

(82)

(100)

(100)

Exchange differences

(94)

(142)

(242)

----

----

----

7,812

6,613

6,162

------

------

------

 

Group Cash Flow Statement
For the six months ended 31 October 2004
Six months to 31 st October 2004 (unaudited) £'000 Six months to 31 st October 2003 (unaudited) £'000 Year Ended 30 th April 2004 £'000

Net cash outflow from operating activities

(1,107)

(1,357)

(1,773)

----

----

----

Returns on investments and servicing of finance

Interest received

61

42

101

----

----

----

Net cash inflow from returns on investment and servicing of finance

61

----

42

----

101

----

Taxation

Research and Development tax credit

-

-

228

----

----

----

Capital expenditure and financial investments

Payments to acquire intangible assets

(6)

(10)

(15)

Payments to acquire tangible assets

(106)

(80)

(223)

----

----

----

Net cash outflow from investing activities

(112)

(90)

(238)

----

----

----

Acquisitions and disposals

Net cash acquired with subsidiary undertaking

1,896

-

-

Consideration paid during the period

-

(207)

(422)

----

----

----

Net cash inflow/(outflow) from acquisitions and disposals

1,896

----

(207)

----

(422)

----

Management of liquid resources

(400)

(580)

20

----

----

----

Net cash inflow/(outflow) before financing

338

(2,192)

(2,084)

Financing

Shares issued by parent company

-

2,085

2,147

Issue expenses

(279)

(100)

(100)

----

----

----

Net cash (outflow)/ inflow from financing

(279)

1,985

2,047

----

----

----

Increase/(decrease) in cash

59

(207)

(37)

------

------

------

Reconciliation of net cash flow to movement in net funds

Increase/(decrease) in cash

59

(207)

(37)

Increase/(decrease) in liquid resources

400

580

(20)

Exchange differences

1

(6)

(10)

----

----

----

Change in net funds

460

367

(67)

Net funds at beginning of period

3,172

3,239

3,239

----

----

----

Net funds at end of period

3,632

3,606

3,172

------

------

------

 

Group Cash Flow Statement (continued)
For the six months ended 31 October 2004
Reconciliation of operating loss to operating cash flow Six months to 31 st October 2004 (unaudited) £'000 Six months to 31 st October 2003 (unaudited) £'000 Year Ended 30 th April 2004 £'000

Operating loss

(993)

(588)

(1,418)

Depreciation and amortisation of fixed assets

102

77

158

(Increase)/decrease in stocks

(122)

(358)

(62)

(Increase)/decrease in debtors

(239)

(388)

(275)

Increase/(decrease) in creditors

145

(100)

(176)

----

----

----

(1,107)

(1,357)

(1,773)

------

------

------

 

Notes

1.

The figures for the 12 months ended 30 April 2004 do not constitute the company's statutory accounts for that period but have been extracted from the statutory accounts, which have been filed with the Registrar of Companies. The auditors have reported on those accounts and that report was unqualified and did not contain a statement under Section 237(2) of the Companies Act 1985. The accounts for the six months ended 31 October 2004 have not been audited, nor have the accounts for the equivalent period in 2003. They comply with relevant accounting standards and have been prepared on a consistent basis using accounting policies set out in the 30 April 2004 Annual Report.

2.

The calculation of loss per share for the six months to 31 st October 2004 is based upon a loss of £899,674; (31 st October 2003: loss of £464,577; 30 th April 2004: loss of £1,168,114) and on the weighted average number of shares in issue for the period, namely 612,386,929; (31 st October 2003: 525,730,032 and 30 th April 2004: 561,457,432).

3.

On 12 October 2004 , the Group acquired Molecular Sensing plc. The following table sets out the book and provisional fair values to the Group of the identifiable assets and liabilities acquired:

Book value £'000 Adjustments £'000 Fair value to Group £'000

Intangible fixed assets

274

(195) [i]

79

Tangible fixed assets

46

(3)

43

Debtors

28

-

28

Cash

1,896

-

1,896

Creditors: amounts falling due within one year

(236)

-

(236)

----

----

----

Net assets acquired

2,008

(198)

1,810

Goodwill

1,112

----

2,922

------

Satisfied by:

Issue of ordinary shares

2,726

Acquisition costs

196

----

2,922
------

i  

writes down the value of patents and trademarks by £41,000 and writes off goodwill arising on acquisition of £154,000.

Due to the short time period between the date of the acquisition and 31 October 2004 , the fair values attributed to the assets acquired are provisional.

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