Annual Report and Accounts 2006 - Optos

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Directors’ Report The Directors present their report and the audited financial statements for the year ended 30 September 2006. PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The Group is principally engaged in the design, development, manufacture and marketing of retinal imaging devices. The Directors’ Report should be read in conjunction with the Chairman’s Statement and the Operational and Financial Review, which together contain details of the principal activities of the Group, a review of the business during the year and an indication of expected progress. A description of the principal risks and uncertainties facing the Group can be found in Note 22 of the financial statements. FINANCIAL RESULTS AND DIVIDEND 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 for the current year. The profit for the year has been transferred to the reserves. RESEARCH AND DEVELOPMENT The Group continues to invest in research and development. Details of activities on research and development are set out in the Operating and Financial Review. SHARE CAPITAL Following the annual general meeting of the Company held on 27 January 2006, the members voted to consolidate each ordinary share of £0.01 in the Company on 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 £600,000 to £1,800,000 by the creation of an additional 30 million ordinary shares. As at 1 October 2005, the Company had 46.1 million ordinary shares of £0.02 outstanding. On 15 February 2006, the Company issued 19.2 million ordinary shares of £0.02 in respect of new capital raised during the IPO, loan stock conversion and through the exercise of various options and warrants. In addition to this, during the year ended 30 September 2006, 0.7 million ordinary shares were issued to staff exercising options and 0.2 million ordinary shares were issued to third parties. As at 30 September 2006, the Company had 66,178,338 ordinary shares in issue. Details of the options outstanding 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 SUBSTANTIAL INTERESTS As at 7 December 2006, the Company had been notified, in accordance with Sections 198 to 208 of the Companies Act 1985, of the following interests in the Company’s ordinary share capital: Shares Number of Ordinary Shares Percentage of Issued Ordinary Shares Fidelity Investments 1,877,300 2.8% The Goldman Sachs Group Inc 2,976,522 4.5% MPC Investors Ltd 2,175,400 3.3% DIRECTORS Details of the current Directors are set out on pages 18 and 19. Details of Board appointments and resignations are set out on pages 21 and 22. DIRECTORS’ INTERESTS Details of Directors’ interests are set out on pages 28 to 31. MATERIAL CONTRACTS None of the Directors had any material interest in any contract of significance with the Company and its subsidiaries other than their service contracts. NEW INCENTIVE SCHEMES Shareholder approval for a new share-based LTIP and a discretionary share option scheme will be sought at the annual general meeting to be held on 31 January 2007 (summaries of the principal features of the LTIP and the discretionary share option scheme will be outlined in the appendix to the notice of annual general meeting). CREDITOR PAYMENT POLICY Optos’ 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, and to abide 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. Other payables are non-interest bearing and have an average term of between 30 and 60 days. QUALIFYING THIRD-PARTY INDEMNITY Since 27 January 2006, a qualifying third-party indemnity provision has been in force pursuant to the Company’s current articles of association. 32 Optos plc Annual Report & Accounts 2006
Directors’ Report continued FINANCIAL INSTRUMENTS The Group’s financial risk management objectives and policies are discussed in Note 22. DIRECTORS’ STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS In accordance with the Companies (Audit, Investigations and Community Enterprise) Act 2004, the Directors declare that they are not aware of any relevant audit information of which the Company’s auditors are unaware. The Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. ANNUAL GENERAL MEETING The Annual General Meeting will be held on 31 January 2007. AUDITORS A resolution to reappoint Ernst & Young LLP as auditors will be put to the forthcoming Annual General Meeting. By order of the Board Allan Watson Director 18 December 2006 Optos plc Annual Report & Accounts 2006 33
Page 1 and 2: Revolutionising eye care helping sa
Page 3 and 4: Highlights Year ended Year ended
Page 5 and 6: 2004 > Germany - commercial launch
Page 7 and 8: 3.4m optomap® Retinal Exams in 200
Page 9 and 10: Image of a healthy eye taken by the
Page 11 and 12: $3.3 million to $4.3 million. Losse
Page 13 and 14: “When Ann came to see me, we carr
Page 15 and 16: Operational and Financial Review co
Page 17 and 18: “He is very lucky - if the melano
Page 19 and 20: Operational and Financial Review co
Page 21 and 22: Patrick Robin David Paul (60) Non-E
Page 23 and 24: Corporate Governance continued Duri
Page 25 and 26: Corporate Governance continued Cont
Page 27 and 28: Directors’ Remuneration Report IN
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Page 37 and 38: Independent Auditors’ Report to t
Page 39 and 40: Consolidated Balance Sheet As at 30
Page 41 and 42: Consolidated Cash Flow Statement Fo
Page 43 and 44: Notes to the Consolidated Financial
Page 67 and 68: Company Balance Sheet At 30 Septemb
Page 69 and 70: Notes to the Company Financial Stat
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Annual Report and Accounts 2006 - Optos

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