<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2000.
PROTHERICS PLC
(Translation of Registrant's Name Into English)
Beechfield House
Lyme Green Business Park
Macclesfield Cheshire SK11 0JL
England
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F [X] Form 40-F [ ]
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes [ ] No [X]
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b)): 82-____________ .
Attached to the Registrant's Form 6-K for the month of June 2000 and
incorporated by reference herein is the Registrant's announcement as reported to
the Company Announcements Office of the London Stock Exchange on June 23, 2000.
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PROTHERICS PLC
Date: July 10, 2000 By: /s/ Andrew J. Heath
----------------------------------------
Andrew J. Heath, M.D., Ph.D.
Chief Executive Officer
<PAGE> 3
[PROTHERICS LOGO]
23 JUNE 2000
PROTHERICS PLC
PRELIMINARY RESULTS
Protherics PLC, the UK drug discovery and immunotherapeutics company, today
announces its preliminary results for the year ended 31 March 2000. Protherics
was formed in September 1999 from the merger of Proteus International plc and
Therapeutic Antibodies Inc.
HIGHLIGHTS
- Angiotensin vaccine Phase I trials successfully completed. Phase II
trials expected to begin later this year.
- CroTAb(R) approval anticipated for Autumn following submission of
further information to US Food and Drug Administration (FDA).
- Collaborative agreement signed with Eli Lilly and Company using
Protherics' Computer-aided Molecular Design (CAMD) technology to
develop Factor Xa inhibitors.
- DigiTAb(R) marketing application accepted for review by the FDA in
October 1999.
- TriTAb(R) application submitted for FDA clearance of critical Phase III
trials.
- CytoTAb(TM) achieved promising results in its Phase IIb study for
Sepsis. A partner is being sought for Phase III trials for this
indication.
- R&D costs reduced by (pound)0.8 million to (pound)9.0 million due to
restructuring and headcount reduction undertaken after the merger.
- Cash balances of (pound)3.9 million at 31 March 2000 have since been
enhanced by the (pound)5.2 million net proceeds from the recent issue
of Convertible Debentures.
- Turnover for the year was (pound)1.6 million, down from (pound)2.8
million in the prior year due to the timing of milestone payments.
- Overall loss for the year, including a (pound)1.9 million exceptional
charge relating to the merger, was (pound)15.5 million.
Commenting on the results, Chairman Stuart Wallis said:
"I have been impressed by the real progress made across the business in
the last few months. The strength of our product portfolio and the
range of our
<PAGE> 4
projects, combined with the focused and slimmed down organisation now
in place, provides a sound base for the future."
CHAIRMAN'S STATEMENT
This past year has been one of change and development, starting with the
creation of Protherics in September 1999 from the merger of Proteus and
Therapeutic Antibodies. Since then, the Group has achieved some notable
successes in both its Computer-aided Molecular Design and immunotherapeutics
businesses. These include:
- A collaborative agreement with Eli Lilly and Company based on our
Factor Xa anti-thrombotic compounds. If the current success is
maintained, the agreement has the potential of delivering tens of
millions of dollars in milestones and further royalties.
- The progression of our Angiotensin Vaccine against high blood pressure
to planned Phase II clinical studies, having achieved positive results
at this critical Phase I stage. This unique product demonstrated its
ability to raise antibodies against angiotensin in human volunteers,
with encouraging indications that the antibodies are capable of
achieving angiotensin blockade, and
- The demonstration of leading edge technology in the use of our
Computer-aided Molecular Design capability to accurately and rapidly
screen millions of chemical compounds against therapeutic targets, and
identify potential drug leads.
Although the delay in approval by the U.S. Food and Drug Administration (FDA) of
our CroTAb(R) antivenom was a setback, all the further information requested has
now been submitted, and we are confident of receiving marketing approval by the
autumn of this year. In addition, (pound)5.2 million of funding (net of
expenses) has now been raised via a convertible debenture, which should provide
sufficient funds to take the Group into 2001, beyond this approval point.
All of our other major projects continue to progress well: the DigiTAb(R)
digoxin overdose treatment is also at the regulatory approval stage in the U.S.
with marketing approval anticipated in mid 2001, and clearance (IND) is awaited
to allow TriTAb(R) to enter its final stage of clinical trials. We are now
actively seeking a partner to progress CytoTAb(TM), the anti-TNFa treatment, and
our licensee, ML Laboratories, is advancing Prolog, the GnRH vaccine, in an
extended Phase IIa clinical trial. The Tryptase inhibitor project, aimed at
asthma and other inflammatory diseases, has also made good progress over the
last year.
Following the merger, the new management team promptly reorganised the business,
reducing total headcount by 34% from 206 to 135, consolidating the Group's R&D
efforts at our Macclesfield site and achieving a substantial reduction in the
cost base. The results of this reduction are not yet fully reflected in the
figures for the year under review, and indeed some one-off costs were incurred.
As we move forward, however, this action will stand the Group in good stead.
Under merger accounting principles, the financial information for the current
and previous years has been presented as if the companies had been merged
throughout, although this has been the case for only the last six months of the
year to 31 March 2000. Turnover for the year was (pound)1.6 million, down from
(pound)2.8 million in the prior year, due to the timing of milestone payments.
Research and development costs were reduced by (pound)0.8 million to (pound)9.0
million in the year, as the results of the headcount reduction began to take
effect in the last quarter of the year. Redundancy and severance costs,
increased depreciation and disposal of non-core assets resulted in other
administration expenses increasing to (pound)6.1 million from (pound)5.6 million
in the prior year. Despite the reduction in operating costs overall, operating
loss for the year increased to (pound)13.6 million from (pound)12.9 million.
Loss for the year,
<PAGE> 5
including (pound)1.9 million of one-off costs associated with the Merger,
increased to (pound)15.5 million from (pound)13.0 million, and loss per share
increased to 10.50p from 9.89p. Cash balances of (pound)3.9 million at the year
end have since been enhanced by the proceeds of the convertible debenture.
In conclusion, I have been impressed by the real progress made across the
business in the last few months. The strength of our product portfolio and the
range of our projects, combined with the focused and slimmed down organisation
now in place, provides a sound base for the future.
S M Wallis
Chairman
FOR FURTHER INFORMATION, PLEASE CONTACT:
Barry Riley, Finance Director Tel: 01625 500555
Protherics PLC
Laura Frost Tel: 020 7379 5151
The Maitland Consultancy
PROTHERICS PLC
Protherics PLC was formed on 15 September 1999 from the merger of Proteus
International plc and Therapeutic Antibodies Inc. Protherics, an international
biopharmaceutical company, has two platform technologies, the development and
production of immunotherapeutics and computer-aided molecular design.
The Company's ordinary shares are listed on the Official List of the UK Listing
Authority and are traded on the London Stock Exchange.
An electronic version of this news release is available at
http://www.protherics.com.
This release, and oral statements made from time to time by Company
representatives concerning the subject matter hereof, may contain so-called
"forward looking statements." These statements can be identified by introductory
words such as "expects," "plans," "will," "estimates," "forecasts," "projects,"
or words of similar meaning, and by the fact that they do not relate strictly to
historical or current facts. Forward-looking statements frequently are used in
discussing the Company's growth strategy, operating and financial goals, plans
relating to regulatory submissions and approvals and development programs. Many
factors may cause actual results to differ from the Company's forward-looking
statements, including inaccurate assumptions and a broad variety of risks and
uncertainties, some of which are known and others of which are not. Those and
other risks are described in the Company's filings with the Securities and
Exchange Commission, copies of which are available from the SEC or may be
obtained upon request from the Company. No forward-looking statement is a
guarantee of future results or events, and one should avoid placing undue
reliance on such statements.
<PAGE> 6
PROTHERICS PLC
CONSOLIDATED PROFIT & LOSS ACCOUNT (UNAUDITED)
FOR THE YEAR ENDED 31 MARCH 2000
<TABLE>
<CAPTION>
31 MARCH 31 March
2000 1999
(pound)000 (pound)000
<S> <C> <C>
TURNOVER 1,598 2,847
Cost of goods sold (75) (276)
---------------------------------------------------------------------------------------------------
Gross profit 1,523 2,571
Administration expenses
Research & development costs (9,029) (9,865)
Other administration expenses (6,118) (5,574)
---------------------------------------------------------------------------------------------------
OPERATING LOSS (13,624) (12,868)
Merger expenses (1,908) --
Interest receivable 389 671
Interest payable (311) (820)
---------------------------------------------------------------------------------------------------
LOSS ON ORDINARY ACTIVITIES BEFORE AND AFTER TAXATION FOR THE YEAR (15,454) (13,017)
---------------------------------------------------------------------------------------------------
Loss per share (10.50P) (9.89p)
---------------------------------------------------------------------------------------------------
Diluted loss per share (10.49P) (9.88p)
---------------------------------------------------------------------------------------------------
</TABLE>
The Group's turnover and expenses all relate to continuing activities.
The loss for the year has been calculated on the historical cost basis.
CONSOLIDATED BALANCED SHEET (UNAUDITED)
AT 31 MARCH 2000
<TABLE>
<CAPTION>
2000 1999
(pound)000 (pound)000
<S> <C> <C>
TANGIBLE FIXED ASSETS 5,853 8,270
---------------------------------------------------------------------------------------------------
CURRENT ASSETS
Stocks 70 190
Debtors 444 1,113
Cash at bank and in hand 3,947 9,572
---------------------------------------------------------------------------------------------------
4,461 10,875
CREDITORS - AMOUNTS FALLING DUE WITHIN ONE YEAR (4,161) (3,648)
---------------------------------------------------------------------------------------------------
NET CURRENT ASSETS 300 7,227
---------------------------------------------------------------------------------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 6,153 15,497
CREDITORS - AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (1,152) (3,623)
---------------------------------------------------------------------------------------------------
NET ASSETS 5,001 11,874
---------------------------------------------------------------------------------------------------
CAPITAL AND RESERVES
Called up equity share capital 3,157 2,691
Share premium account 55,350 47,171
Other reserves 51,163 51,163
Profit & loss account (104,669) (89,151)
---------------------------------------------------------------------------------------------------
EQUITY SHAREHOLDERS' FUNDS 5,001 11,874
---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
CONSOLIDATED RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS
(UNAUDITED)
<TABLE>
<CAPTION>
Share Share Merger Profit & Total
Capital Premium Reserve Loss
Account
(pound)000 (pound)000 (pound)000 (pound)000 (pound)000
<S> <C> <C> <C> <C> <C>
At 1 April 1999 (as previously
reported)
Proteus 1,480 47,171 -- (40,969) 7,682
Therapeutic Antibodies -- 52,342 -- (47,751) 4,591
Shares issued on merger 1,211 -- -- -- 1,211
Alignment of accounting policy -- -- -- (431) (431)
Merger adjustment -- (52,342) 52,342 -- --
Consolidation adjustment -- -- (1,179) -- (1,179)
---------------------------------------------------------------------------------------------------------
As restated 2,691 47,171 51,163 (89,151) 11,874
Placing of 23,325,000 ordinary shares
at 40p per share 466 8,864 -- -- 9,330
Expenses paid in connection with share
issue -- (685) -- -- (685)
Exchange movement -- -- -- (64) (64)
Retained loss for the year -- -- -- (15,454) (15,454)
---------------------------------------------------------------------------------------------------------
At 31 March 2000 3,157 55,350 51,163 (104,669) 5,001
---------------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
(pound)000 (pound)000
<S> <C> <C>
Loss for the financial year (15,454) (13,017)
Currency translation differences on foreign currency
net investments (64) (132)
---------------------------------------------------------------------------------------
Total recognised loss for the year (15,518) (13,149)
---------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)
FOR THE YEAR ENDED 31 MARCH 2000
<TABLE>
<CAPTION>
2000 1999
(pound)000 (pound)000
<S> <C> <C>
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (12,664) (10,828)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 436 635
Interest paid (324) (760)
--------------------------
NET CASH INFLOW/(OUTFLOW) FROM RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE 112 (125)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire tangible fixed assets (615) (1,337)
Proceeds from sale of tangible fixed assets 355 --
--------------------------
NET CASH OUTFLOW FROM CAPITAL EXPENDITURE AND FINANCIAL
INVESTMENT (260) (1,337)
--------------------------
NET CASH OUTFLOW BEFORE MANAGEMENT OF LIQUID RESOURCES AND
FINANCING (12,812) (12,290)
MANAGEMENT OF LIQUID RESOURCES
Cash withdrawn from/(invested in) money market deposits 4,073 (4,079)
--------------------------
NET CASH INFLOW/(OUTFLOW) FROM MANAGEMENT OF LIQUID RESOURCES 4,073 (4,079)
FINANCING
Issue of share capital, net 8,645 15,485
Loans taken out 2,894 3,751
Repayment of loans (3,740) (1,360)
Repayment of finance leases and hire purchase agreements (623) (1,085)
--------------------------
NET CASH INFLOW FROM FINANCING 7,176 16,791
-----------------------------------------------------------------------------------------
(Decrease)/increase in cash during the year (1,563) 422
-----------------------------------------------------------------------------------------
</TABLE>
RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(UNAUDITED)
<TABLE>
<CAPTION>
31 MARCH 31 March
2000 1999
(pound)000 (pound)000
<S> <C> <C>
OPERATING LOSS (13,624) (12,868)
Depreciation 2,363 1,921
Merger expenses (1,908) --
Loss on disposal of tangible fixed assets 283 --
Deferred income (115) (188)
Movement in stocks 120 91
Movement in debtors 706 25
Movement in creditors (489) 191
-----------------------------------------------------------------------------------------
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (12,664) (10,828)
-----------------------------------------------------------------------------------------
</TABLE>
<PAGE> 9
NOTES TO THE PRELIMINARY RESULTS
1. The financial information set out above is an abridged version of the
Group's full accounts for the year ended 31 March 2000. The full
accounts for 2000 have not been filed with the Registrar of Companies
and have not been reported on by the Group's auditors. The full
accounts for the year ended 31 March 1999 received an unqualified
report and have been filed with the Registrar of Companies.
2. Loss per share is based on attributable losses of (pound)15,454,000
(1999: (pound)13,017,000) and on a weighted average number of shares in
issue during the year of 147,159,307 (1999: 131,747,841). Diluted loss
per share is based on a weighted average number of shares of
147,275,946 (1999: 131,795,974).
3. EXCEPTIONAL ITEM (MERGER COSTS)
The exceptional item of (pound)1,908,000 relates to the transaction
costs associated with the merger of Proteus International plc and
Therapeutic Antibodies Inc on 15 September 1999.
4. BASIS OF PREPARATION
The merger of Proteus International plc and Therapeutic Antibodies Inc
has been accounted for using the merger principles set out in Financial
Reporting Standard 6. Accordingly, the financial information for the
current period has been presented, and that for prior periods restated
as if the businesses had been merged throughout the current and
comparative reporting periods. The Group has utilised the merger relief
provisions available and the issue of shares in respect of the merger
has been recorded at nominal value.
5. ACCOUNTING POLICY ADJUSTMENT
The accounting policies of Proteus International plc and Therapeutic
Antibodies Inc have been compared following the merger. As a result,
(pound)431,000 of previously capitalised patent fees on the books of
Therapeutic Antibodies Inc were written off in accordance with the
group accounting policy regarding patents.
Except for accounting for patent costs, there were no significant
adjustments required to the results or the net assets of the business
prior to the merger in order to harmonise accounting policies.
6. POST BALANCE SHEET EVENT
On 31 May 2000 the Group received (pound)5.2 million net of expenses
from the issue of unsecured convertible debentures. The debentures
carry interest at the rate of 4 per cent, per annum and, together with
the interest accrued thereon, are convertible into ordinary shares on
or prior to 30 May 2003.
7. The 2000 Annual General Meeting of the members of Protherics will be
held at the offices of WestLB Panmure Limited, New Broad Street House,
35 New Broad Street, London EC2M 1SQ on 25 July 2000 at 10.00 am.
Copies of this statement will be available to the public at the
Company's registered office at Beechfield House, Lyme Green Business
Park, Macclesfield, Cheshire SK11 0JL.
