Annual Report and Accounts 2006 - Optos
Annual Report and Accounts 2006 - Optos
Annual Report and Accounts 2006 - Optos
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Directors’ <strong>Report</strong><br />
The Directors present their report <strong>and</strong> the audited financial statements for the year ended 30 September <strong>2006</strong>.<br />
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW<br />
The Group is principally engaged in the design, development, manufacture <strong>and</strong> marketing of retinal imaging devices. The Directors’ <strong>Report</strong> should be read in<br />
conjunction with the Chairman’s Statement <strong>and</strong> the Operational <strong>and</strong> Financial Review, which together contain details of the principal activities of the Group, a review<br />
of the business during the year <strong>and</strong> an indication of expected progress.<br />
A description of the principal risks <strong>and</strong> uncertainties facing the Group can be found in Note 22 of the financial statements.<br />
FINANCIAL RESULTS AND DIVIDEND<br />
The Group’s consolidated net profit for the year after taxation was $10.8 million (2005: loss of $2.2 million). The Directors do not recommend the payment of a dividend<br />
for the current year. The profit for the year has been transferred to the reserves.<br />
RESEARCH AND DEVELOPMENT<br />
The Group continues to invest in research <strong>and</strong> development. Details of activities on research <strong>and</strong> development are set out in the Operating <strong>and</strong> Financial Review.<br />
SHARE CAPITAL<br />
Following the annual general meeting of the Company held on 27 January <strong>2006</strong>, the members voted to consolidate each ordinary share of £0.01 in the Company on<br />
a 2:1 basis, consolidating two ordinary shares of £0.01 each into one ordinary share of £0.02. The members then voted to increase the share capital of the Company by<br />
£600,000 to £1,800,000 by the creation of an additional 30 million ordinary shares.<br />
As at 1 October 2005, the Company had 46.1 million ordinary shares of £0.02 outst<strong>and</strong>ing. On 15 February <strong>2006</strong>, the Company issued 19.2 million ordinary shares of<br />
£0.02 in respect of new capital raised during the IPO, loan stock conversion <strong>and</strong> through the exercise of various options <strong>and</strong> warrants. In addition to this, during the<br />
year ended 30 September <strong>2006</strong>, 0.7 million ordinary shares were issued to staff exercising options <strong>and</strong> 0.2 million ordinary shares were issued to third parties. As at<br />
30 September <strong>2006</strong>, the Company had 66,178,338 ordinary shares in issue.<br />
Details of the options outst<strong>and</strong>ing under each of the Company’s share option schemes at the end of the year are set out in Note 20 to the Group financial statements<br />
SUBSTANTIAL INTERESTS<br />
As at 7 December <strong>2006</strong>, the Company had been notified, in accordance with Sections 198 to 208 of the Companies Act 1985, of the following interests in the<br />
Company’s ordinary share capital:<br />
Shares Number of Ordinary Shares Percentage of Issued Ordinary Shares<br />
Fidelity Investments 1,877,300 2.8%<br />
The Goldman Sachs Group Inc 2,976,522 4.5%<br />
MPC Investors Ltd 2,175,400 3.3%<br />
DIRECTORS<br />
Details of the current Directors are set out on pages 18 <strong>and</strong> 19.<br />
Details of Board appointments <strong>and</strong> resignations are set out on pages 21 <strong>and</strong> 22.<br />
DIRECTORS’ INTERESTS<br />
Details of Directors’ interests are set out on pages 28 to 31.<br />
MATERIAL CONTRACTS<br />
None of the Directors had any material interest in any contract of significance with the Company <strong>and</strong> its subsidiaries other than their service contracts.<br />
NEW INCENTIVE SCHEMES<br />
Shareholder approval for a new share-based LTIP <strong>and</strong> a discretionary share option scheme will be sought at the annual general meeting to be held on 31 January 2007<br />
(summaries of the principal features of the LTIP <strong>and</strong> the discretionary share option scheme will be outlined in the appendix to the notice of annual general meeting).<br />
CREDITOR PAYMENT POLICY<br />
<strong>Optos</strong>’ policy for all suppliers is to fix terms of payment when agreeing the terms of the credit account, to ensure that the supplier is aware of the terms, <strong>and</strong> to abide<br />
by the agreed terms of payment. Trade payables are paid on the 20th of the month following the month of invoice, equivalent to an average of 35 days.<br />
Other payables are non-interest bearing <strong>and</strong> have an average term of between 30 <strong>and</strong> 60 days.<br />
QUALIFYING THIRD-PARTY INDEMNITY<br />
Since 27 January <strong>2006</strong>, a qualifying third-party indemnity provision has been in force pursuant to the Company’s current articles of association.<br />
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<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>