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ANT plc
Annual Report & Accounts
For the year ended 31 December 2009
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 1
Contents
Chairman's Statement 5
Board of Directors 10
Directors' Report 14
Form of Proxy 51
2 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
Operational Highlights
• Strong trading performance in challenging economic environment
• Operating profit generated in the second half of the year
• Galio licences signed in two new mainstream, high volume digital TV
markets – satellite and cable
• First units shipped into the retail distributed Free-to-Air market in
Germany
• Mainstream TV’s adoption of the Web Service TV model, broadens
the market for the ANT Galio Platform
HbbTV (Hybrid broadcast broadband TV) combines the richness June 2009
of broadcast with the flexibility of broadband content through HUMAX LICENCES ANT GALIO PLATFORM
connected TVs and set-top boxes. The HbbTV initiative
provides broadcasters, device manufacturers and third parties
August 2009
with the ability to build advanced interactive services that can HbbTV INITIATIVE ANNOUNCED TO THE INDUSTRY
be deployed on receivers sold through retail channels as well as
on receivers subsidised by pay-TV operators. Announced in
December 2009
August 2009, HbbTV’s initial focus has been on the German
HUMAX DEPLOYS FIRST EVER HbbTV RETAIL FTA
and French markets. The first HbbTV devices went on sale in
BOXES IN GERMANY
Germany in December 2009 using the ANT Galio HbbTV
Platform.
Chairman’s Statement
ANT enjoyed another year of solid progress. Revenue grew by Over a number of years, ANT has gained a strong reputation
26 per cent., with continued stringent control of overheads as a leader in the use of Web Services in TV. ANT is very well
and cash. Loss before tax was reduced by 38 per cent and positioned to capitalise on this strength through the
the second half generated the business’ first operational deployment of its Web Service enabled products as its
profit. The digital television market continues to develop at a customers support this change in the market. All of these
fast pace, driven by consumer demand for additional services factors combine to give the Board continued confidence in
and capabilities from digital television providers. While the ANT’s future growth.
recession has had some impact on our customers and their
deployments, with royalties being lower than planned, the I would like to thank Bruce Anderson, who left the Board in
year was marked by the adoption of the Web Service TV May 2009, for his contribution to the Board in general and, in
model by mainstream TV, a model supported by the ANT particular, his chairing of the audit committee and
Galio Platform, and launched in Germany during the year. membership of the remuneration committee.
ANT has developed a platform for growth, built on an On behalf of the Board, I would also like to thank all of our
extensive range of customers, made up predominately of tier employees for their commitment and contribution to the
one and tier two television device manufacturer licensees. continued development of the business in the last year.
Collectively, these licensees are expected to drive the future
growth of the TV market and the expansion of services
delivered via the TV. Royston Hoggarth
Chairman
We are seeing evidence that Web Service technology will form 1 March 2010
the foundation for TV service deployment across all the major
sectors: Cable, Satellite and Free-To-Air and we were
delighted to have signed licensing contracts in all three of
these sectors during the year.
6 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
Introduction
ANT is a leading provider of software and services for the
delivery of digital TV, deriving its revenue from a license and
royalty model. 2009 was another year of encouraging growth
for ANT in a challenging economic environment. Revenues
increased by 26 per cent., while loss before tax was reduced by
38 per cent. and cash reserves have continued to be tightly
managed, the Company made an operating profit in the second
half of the year. ANT has continued to build a strong position in
the TV market signing strategically important new deals in the
year confirming the relevance of ANT’s products across all TV
sectors.
Financial Review base and its working capital, with the second half of the year
Revenue for the year increased 26% to £4.7m (2008: £3.7m). producing an operating profit. This is in line with the seasonal
Licence and royalty revenue rose by 28% to £3.7m (2008: nature of the business and was in line with the directors’
£2.9m) due to the broadened product range and increase in expectations.
total customer numbers. Professional Services revenue
increased 17% to £1.0m (2008: £0.9m). The average Sterling/US Dollar rate for the year was $1.60
(2008: $1.80). Approximately 97% of the Group’s business in
While the number of licences signed in 2009 was the the year was conducted outside the UK (2008: 90%), the
same as last year, 14, the average potential size of the majority of which was denominated in US dollars, therefore the
deployments for which these licences will be used has drop in the exchange rate had a significant impact on Group
increased significantly. This gives us great confidence for revenues.
growth in the number of future unit shipments.
Losses before tax were reduced by 38% to £0.6m (2008: £1.0m)
The total number of units shipped during the year reduced driven by the growth in revenues.
by 8% to 2.9m units (2008: 3.2m), due mainly to market
conditions and some delay in silicon chip production. However, Cash and cash equivalents and other financial assets at
we are pleased to report an underlying increase of 22% in 31 December 2009 were £5.05m (2008: £5.65m).
revenue generating shipments as prepaid units were
substantially reduced. The market conditions inevitably The Group received an R&D tax credit during the year relating
impacted our customers and the number of customers to 2007 and 2008 (in prior years only one year’s cash was
shipping over 100,000 units reduced to 7 (2008: 9). Despite received during each financial year) resulting in an increase of
the challenging economic environment, we are pleased to see £0.2m to total cash inflows, which will not be repeated in
customers returning to us to license additional elements of our future years. Income from interest deposits was £0.08m (2008:
product portfolio to enable them to respond quickly to £0.32m), due to a fall in interest rates.
requirements.
The Group has unrecognised tax losses available to be offset
Gross margins increased to 87% (2008: 83%) due to the against future profits of £10.5m (2008: £10.6m).
increase in license and royalty revenue in the product mix,
which has a lower associated cost of sales. In addition, the The Directors are not recommending the payment of a final
cost to deliver professional services has been reduced during dividend.
the year through the use of short-term employees rather than
more expensive external contractors as had been used The Board considers Group revenue, Group loss before tax,
previously. Cash and Cash equivalents and unit shipments to be the Key
Performance Indicators which are the most effective measures
Operating costs increased 8% to £4.8m (2008: £4.4m) with all of the progress towards achieving the Group’s objectives.
but £0.03m of this increase relating to the impact of foreign
exchange charges on the Income Statement. Spending on Market Review
R&D, excluding customer funded elements, increased by 2% We have seen a significant broadening of our market during
to £2.48m (2008: £2.43m) and share option charges were the year. ANT’s belief has always been that the digital TV
broadly unchanged at £0.02m (2008: £0.01m). The average market’s evolution would see the convergence of terrestrial,
headcount for the year increased to 52 (2008:47). satellite, cable and broadband delivered television. ANT’s
product and marketing strategy is now successfully taking
The Company remains focused on managing both its cost advantage of this convergence through the provision of its
8 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
Web Services platform and application products. These products Market broadening into Satellite and Cable: new licences
are compatible with all major TV network structures and device with Arab Media Corporation (AMC) and Cisco
types, thus maximising ANT’s opportunity across the whole TV Satellite and cable operators are now recognising the benefits
market. of a Web based TV service model providing ANT with the
opportunity of successfully targeting these high volume
The following examples of market development have had a markets. This again has resulted in an increased level of interest
significant positive impact on our business and bode well for in our ANT Galio Platform and during 2009 we signed new
future growth prospects: licences with Arab Media Corporation (AMC), the satellite TV
operator and owner of Arab Radio and Television (ART), and
Growing market for hybrid devices Cisco’s cable TV division.
There is a growing requirement from TV broadcasters and
operators for set-top-boxes to have hybrid capabilities, The agreement with Cisco is an extension of our existing
combining, in a single set-top-box, the ability to receive television licence enabling them to use the ANT Galio Platform across its
services via the Internet, as well as via traditional broadcast mainstream cable market solutions in addition to the existing
delivery channels (cable, satellite and terrestrial). Our ANT Galio IPTV licence. Cisco has already begun deploying units in an
Platform has been specifically developed to support hybrid set- IPTV environment based on ANT’s products, this latest
top-box requirements and we have seen a considerable increase development will see our software used to target a significantly
in the level of interest in the ANT Galio Platform. This hybrid bigger, already established, mainstream market.
format allows broadcasters and operators to deliver additional
services over broadband, reducing churn and increasing average We have licensed ANT Galio Browser and ANT Galio Core
revenue per unit (ARPU). Broadcasters in Germany, for example, Applications to AMC, our first tier-one satellite operator which
are using this capability to migrate from traditional teletext to HD covers 26 countries in the Middle East and North Africa, for its
digital text and rich Web based services including on-demand new service which is due to be launched in 2010.
video. Hybrid devices are now mainstream in the market with
Web Services seeing rapid consumer take up. Operational Review
A compelling example of this development was the launch in Supporting Industry Standards
August 2009 of a new industry initiative called Hybrid broadcast Standards are central to the shaping of an industry and enable
broadband TV (HbbTV), a cross industry initiative aimed at a market to mature. ANT has a strong heritage in developing
harmonising the broadcast and broadband delivery of content to standards-based solutions which we believe are vital to the
the end consumer through TVs and set-top boxes. As one of the delivery of high volume deployments. We therefore continue to
initial members, ANT has played a key role in developing the support a number of important industry standards, actively
specification with European industry leaders including: contributing to the Open IPTV Forum (OIPF), the Digital TV
broadcasters Canal+, France Televisions, and TF1; German Group (DTG) and the Digital Video Broadcasting Project (DVB)
research institute Institut für Rundfunktechnik; and, satellite as well as the recently launched HbbTV initiative described
operator SES ASTRA. above. We were also accepted during the year as a member of
the prestigious European Telecommunications Standards
ANT’s involvement in HbbTV has lead to a number of new and Institute (ETSI).
existing customers licensing the ANT Galio HbbTV Platform, a
complete go-to-market solution providing full support for HbbTV Delivering New Services
services. In December 2009 Humax became the first device We are seeing an increasing number of device manufacturers
manufacturer to launch an HbbTV retail set-top box. This was aiming to differentiate their product offerings by providing
based on the ANT Galio HbbTV platform. additional content and services to their customers. These are
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 9
Outlook
Simon Woodward
Chief Executive Officer
1 March 2010
10 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
Board
of Directors
Royston joined ANT as Non-executive Chairman in Simon Woodward joined ANT in 1997 as Chief
March 2007. He has a wealth of industry experience Executive and is responsible for developing and
having held a variety of senior management and CEO executing its commercial strategy. In 2005 he led ANT
roles in IBM, LogicaCMC, Cable & Wireless PLC and to a successful public offering on the London Stock
BT. Royston holds a BSC(hons) in Communications Exchange (AIM). Prior to joining ANT, Simon ran an
from London University. information technology management consulting
company. He has more than 25 years’ experience in a
range of business disciplines, including accounting,
engineering and marketing. Simon initially trained as an
accountant and in 1983 joined Acorn Computer Group
in the UK, where he held various senior managerial
positions in R&D, marketing and business
development.
Tudor joined ANT as a Non-executive Director in May David joined ANT as a Non-executive Director in
2005 and became Senior Independent Director in May January 2005. David has 35 years' experience in the
2006. One of the founders of ARM, Tudor is President electronics industry including positions in scientific
of ARM Holdings plc. He was at Acorn Computers research through to operational and strategic
where he worked on the ARM R&D programme, management. He was Executive Senior Vice President
before becoming ARM's Engineering Director and at Solectron Corporation, a provider of electronics
Chief Technical Officer in 1993. In 2000, he was manufacturing and supply chain services, a position
appointed Executive Vice President, Global from which he retired in January 2002. Prior to joining
Development during which he was responsible for Solectron, David was business unit director (Business
ARM's successful strategic development in the Far Communications Systems) at Philips Electronics. David
East, and served as Chief Operating Officer from 2001 was recently a non-executive director of Achievo
until 2008. Tudor holds an MA in Electrical Sciences Corporation, an offshore software and information
from Cambridge University and is a Fellow of the technology outsourcing provider.
Institution of Engineering and Technology.
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 11
DIRECTORS
R Hoggarth
S A Woodward
P Ingram
T Brown
D Kynaston
B Anderson (resigned 21 May 2009)
SECRETARY
M Lobo
Pauline Ingram
GROUP FINANCE DIRECTOR AUDITORS
Ernst & Young LLP
Pauline joined ANT in June 2004 and was appointed
as Finance Director to the trading company, ANT Compass House
Software in July 2007, and then to Group Finance 80 Newmarket Road
Director of ANT plc in February 2008. Pauline has a BA Cambridge
(Hons) in Business Studies from De Montfort University,
Leicester and is a fellow of the Association of
CB5 8DZ
Chartered Certified Accountants. Prior to joining ANT
she has worked in a variety of sectors including BANKERS
automotive, pharmaceuticals, telematics and
Barclays Bank
manufacturing.
58 High Street
Newmarket
Suffolk
CB8 8NH
LEGAL ADVISERS
Charles Russell LLP
8–10 New Fetter Lane
London
EC4A 1RS
REGISTRARS
Computershare Investor Services PLC
PO Box 82
The Pavillions
Bridgewater Road
Bristol
BS99 7NH
REGISTERED OFFICE
Cambridge Business Park
Cowley Road
Cambridge
CB4 0WZ
Registered No. 05372859
12 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
Compliance with the Combined Code institutional shareholders, fund managers and analysts as
Under the rules of AIM (The Alternative Investment Market of part of an active investor relations programme to discuss
the London Stock Exchange) the Group is not required to long-term issues and obtain feedback. Private investors are
comply with the Combined Code as annexed to the Listing encouraged to participate in the Annual General Meeting.
Rules of the Financial Services Authority. Nevertheless, the
Group has taken steps to comply with the provisions set out Internal Control
in Section 1 of the Code in so far as is practical given the The directors acknowledge that they are responsible for the
size of the Group and the nature of its operations. Group’s systems of internal control and for reviewing its
effectiveness. The system is designed to manage rather than
Board of Directors eliminate the risk of failure to achieve the Group’s strategic
As at the year end the Board consisted of the non-executive objectives, and can only provide reasonable and not absolute
chairman, two non-executive directors and two executive assurance against material misstatement or loss.
directors, and demonstrate a range of experience covering
strategy, performance and resources which are vital to the The Combined Code requires directors to review the
success of the business. Mr Tudor Brown is the Senior effectiveness of the Group’s system of internal control in the
Director (details of the directors’ are shown on page 10-11). wider sense, encompassing operational and compliance
matters in addition to the traditional financial issues.
The Board meets each month to consider those matters
which are required to be brought to it for decision, which The Group’s key risk management processes and system of
ensures that it maintains full and effective control over internal control procedures include the following:
appropriate strategic, financial, operational and compliance
issues. Directors receive an information pack in the week • Management structure – The Group has an
before each Board meeting which contains background organisational structure with clearly established
information on such matters. responsibilities and lines of accountability. Authority to
operate the subsidiary company is delegated to executive
Board Committees Board members within limits set by the Board as a whole.
There are three Board committees which deal with The Group promotes the values of integrity and
remuneration, audit and nominations to the Board. They are professionalism.
comprised solely of the non-executive directors with certain
executive directors attending by invitation when required. • Identification and evaluation of business risk – An
David Kynaston is the Chairman of the remuneration and ongoing risk management process has been implemented
nominations committees and Royston Hoggarth is the which identifies the key business risks facing the Group,
Chairman of the audit committee. including both financial and operational risks. The Board
monitors the activities of the Group through the
The audit committee meets at least once a year and the management accounts, monthly forecasts and other
Company’s external auditors are invited to attend the reports which are presented at the monthly Board
meeting. Consideration is given to the auditors’ pre- and meeting.
post-audit reports and these provide opportunities to review
the accounting policies, internal control assessment and the • Investment appraisal – The Board has a schedule of
financial information contained in the Annual Report. matters expressly reserved for its consideration.
Relations with Shareholders The Board reviews and continues to review the effectiveness
The Company’s executive directors meet regularly with of the Group’s procedure in managing risk and, therefore,
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 13
Going Concern
The company’s business activities, and the factors likely to
affect its future development and performance are set out in
the Chief Executive Officers report on pages 6 to 9. The
financial position of the company, its cash flows, liquidity
position and borrowing facilities are described in the
Directors’ report on pages 14 to 16. In addition, notes 1 to
27 in the financial statements include the company’s
objectives, policies and processes for managing its capital;
its financial risk management objectives; details of its
financial instruments and hedging activities; and its
exposures to credit risk and liquidity risk.
Royston Hoggarth
1 March 2010
14 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
Directors’ Report
The directors present their report and financial statements for deposits). Further discussion relating to financial risk
the year ended 31 December 2009. management objectives and exposures is covered in note
18 to the accounts.
Results and Dividends
The consolidated loss for the year, before taxation, Principal Risks and Uncertainties
amounted to £627,428 (2008: £1,012,955). The directors do • Foreign Currency Risk
not recommend the payment of a dividend (2008: £nil). The majority of the Group’s revenues are denominated in
US dollars, while its costs are principally denominated in
Principal Activity and Review of the Business sterling. As a result, the Group is subject to the risks of
The Group’s principal activity during the year continued to be foreign currency movements. This risk will increasingly be
the development and licensing of software solutions for use managed through the judicious use of foreign currency
in the digital TV-related consumer electronics market. forward contracts.
• Market and Technological Risk
The Group’s key financial and other performance indicators The TV-related consumer electronics market is a young and
during the year were as follows: rapidly developing market in which the Group holds a strong
position, with a reputation in the market for its innovative
2009 2008 % and robust technological solutions. Maintenance of that
£’000 £’000 change position is dependent on the Group’s ability to continue to
develop its solutions. While the directors regard the market
Group revenue 4,699 3,741 26%
as providing significant opportunities for long term growth,
Group loss before tax (627) (1,013) (38%)
the exact rate and extent of the growth of that market is
Cash & cash equivalents
very difficult to predict. The Group will continue to utilise its
and other financial assets 5,050 5,649 (11%)
strong asset position to invest in carefully targeted
No. of ANT-enabled product
technological development to address the market’s needs
units shipped (‘000) 2,916 3,181 (8%)
and opportunities.
Directors’ responsibilities
The directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the
directors have prepared the financial statements in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union. Under company
law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of
the state of affairs of the company and of the profit or loss of
the company for that period. In preparing these financial
statements, the directors are required to:
The remuneration committee comprises of David Kynaston, requires a minimum contribution of 5% of salary from the
Tudor Brown and Royston Hoggarth, all of whom are non- employee before any contributions will be made by the
executive directors of the Company. Company.
Salary
Salaries are measured against performance and market
medians.
Service Agreements
The service agreements for Simon Woodward and Pauline
Ingram are terminable by both parties by giving 12 months’
and 6 months’ notice respectively.
Benefits
Executive directors, along with other permanent employees
of the Company, are entitled to life assurance and
permanent health insurance. In addition to this they are
able to select additional benefits covering a pension, private
medical cover and critical illness or disability insurance up to
a value of 10% of basic salary.
Options granted after March 2005 vest over a three year period, are subject to continued employment with the Company for
the duration of this period, and corporate performance criteria based on an increase in Group revenues over that period.
The options expire after 10 years and there are no cash settlement alternatives. The share price at the year end was 29p.
The highest and lowest market price during the year for the ordinary shares was 52.5p and 21.5p respectively.
During the year the number of options exercised by the directors was 60,000 (2008: nil), which had a total exercise value of
£3. This gave an aggregate gain of £15,597. During the period 25,600 options with an exercise price of 0.85p and a total
exercise value of £21,760, held by SA Woodward lapsed.
D Kynaston
1 March 2010
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 19
We have audited the group financial statements of ANT plc for Opinion on financial statements
the year ended 31 December 2009 which comprise In our opinion the group financial statements:
Consolidated Income Statement, Consolidated Statement of • give a true and fair view of the state of the group’s affairs as
Comprehensive Income, Consolidated Balance Sheet, the at 31 December 2009 and of its loss for the year then
Consolidated Statement of Changes in Equity, Consolidated ended;
Statement of Cash Flows and the related notes 1 to 27. The • have been properly prepared in accordance with IFRSs as
financial reporting framework that has been applied in their adopted by the European Union; and
preparation is applicable law and International Financial • have been prepared in accordance with the requirements of
Reporting Standards (IFRS’s) as adopted by the European the Companies Act 2006.
Union.
Opinion on other matter prescribed by the Companies Act
This report is made solely to the company’s members, as a 2006
body, in accordance with Chapter 3 of Part 16 of the In our opinion the information given in the Directors’ Report for
Companies Act 2006. Our audit work has been undertaken so the financial year for which the group financial statements are
that we might state to the company’s members those matters prepared is consistent with the group financial statements.
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do Matters on which we are required to report by exception
not accept or assume responsibility to anyone other than the We have nothing to report in respect of the following matters
company and the company’s members as a body, for our audit where the Companies Act 2006 requires us to report to you if,
work, for this report, or for the opinions we have formed. in our opinion:
• certain disclosures of directors’ remuneration specified by
Respective responsibilities of directors and auditors law are not made; or
As explained more fully in the Directors’ Responsibilities • we have not received all the information and explanations
Statement set out on page 16, the directors are responsible for we require for our audit.
the preparation of the group financial statements and for being
satisfied that they give a true and fair view. Our responsibility is Other matter
to audit the group financial statements in accordance with We have reported separately on the parent company financial
applicable law and International Standards on Auditing (UK and statements of ANT PLC for the year ended 31 December 2009
Ireland). Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors. Tony McCartney (Senior statutory auditor)
for and on behalf of Ernst &Young LLP, Statutory Auditor
Scope of the audit of the financial statements Cambridge
An audit involves obtaining evidence about the amounts and 1 March 2010
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the group’s circumstances and have been
consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by
the directors; and the overall presentation of the financial
statements.
20 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
2009 2008
Notes £ £
Revenue 5 4,698,510 3,741,002
Cost of sales (614,210) (632,528)
Gross profit 4,084,300 3,108,474
Administrative expenses (2,319,675) (2,010,690)
Research and Development expenses 6 (2,476,450) (2,428,015)
Loss from operations 6 (711,825) (1,330,231)
Finance revenue 10 84,397 317,276
Loss before tax (627,428) (1,012,955)
Tax on loss on ordinary activities 11 63,700 98,477
Loss for the year (563,728) (914,478)
2009 2008
Notes £ £
Net income for the year (563,728) (914,478)
Other Comprehensive Income for the year - -
2009 2008
Notes £ £
Non-current assets
Intangible assets 13 34,495 48,468
Property, plant and equipment 14 116,139 100,687
150,634 149,155
Current assets
Trade and other receivables 15 1,551,428 1,489,567
Income Tax Recoverable - 214,404
Other financial assets 16 3,000,000 3,500,000
Cash and cash equivalents 16 2,050,217 2,148,752
6,601,645 7,352,723
Total assets 6,752,279 7,501,878
Current Liabilities
Trade and other payables 17 (1,622,283) (1,823,447)
Net assets 5,129,996 5,678,431
The financial statements were approved by the Board of Directors and authorised for issue on 1st March 2010.
They were signed on its behalf by:
S A Woodward
Director
1st March 2010
2009 2008
Notes £ £
Cash flows from operating activities
Loss before tax (627,428) (1,012,955)
Finance revenue 10 (84,397) (317,276)
Loss on disposal of property, plant and equipment 99 1,689
Loss on disposal of intangible assets - 181
Depreciation of property, plant and equipment 14 72,371 74,822
Amortisation of intangible assets 13 24,444 22,905
Foreign exchange differences 17,448 (43,810)
Share-based payments charge 21 15,293 14,668
Increase in trade and other receivables (64,413) (227,081)
(Decrease) / increase in trade and other payables (201,164) 609,643
Cash used in operating activities (847,747) (877,214)
Foreign withholding tax paid 11 (142,095) (115,927)
Research and development tax credit 420,199 152,991
Net cash used in operating activities (569,643) (840,150)
Cash flows from investing activities
Interest received 86,949 313,156
Purchase of property, plant and equipment 14 (87,922) (57,179)
Purchase of intangible assets 13 (10,471) (21,912)
Disposal of other financial assets 500,000 500,000
Net cash generated from investing activities 488,556 734,065
1. Corporate information certain that future economic benefits to the Group will cover all
ANT plc is a public limited company incorporated in the selling, administration and support costs as well as the
United Kingdom. The address of the registered office is development costs themselves. However the Group has not
Cambridge Business Park, Cowley Road, Cambridge, currently achieved this position. The Board will continue to
Cambridgeshire CB4 0WZ. ANT plc’s shares are publicly review the nature of the Group’s development activities on an
traded on AIM (The Alternative Investment Market of the ongoing basis and consider whether the conditions are being
London Stock Exchange). satisfied. Research and Development costs include work
completed on generic ANT products and customer specific
2. Basis of preparation and statement of compliance modifications.
The Group’s financial statements have been prepared in
accordance with International Financial Reporting Standards 4. Accounting policies
(IFRSs) as adopted by the European Union as they apply to a) Revenue
the financial statements of the Group for the year ended 31 Revenue represents amounts receivable for goods and
December 2009. services provided in the normal course of business, net of
trade discounts, VAT and other sales related taxes. Amounts
The accounting policies which follow set out those policies receivable consist of royalties, licence fees, professional
which apply in preparing the financial statements for the year services and support and maintenance payments.
ended 31 December 2009.
Revenue is recognised for any element of a sale when all of the
The consolidated financial statements have been prepared basic criteria are met for that element, these are given below.
under the historical cost convention, and are presented in
Sterling. Licence fees and Royalties – revenue is recognised when
persuasive evidence for the arrangement exists, delivery has
Basis of consolidation occurred, fees are fixed or determinable, non refundable and
The consolidated financial statements comprise the financial require no further commitments with fee collection being
statement of ANT plc and its subsidiaries as at 31 December probable. Royalties are recognised on receipt of appropriate
each year. The financial statements of the subsidiaries are third party evidence.
prepared for the same reporting year as the parent Company,
and are based on consistent accounting policies. Professional Services – invoiced in line with customer
contracts and recognised on the basis of work performed.
All inter-company balances and transactions have been Where contracts indicate time and materials, as the basis for
eliminated in full. charges, revenue is recognised directly in line with work
completed. Where this is not the case project plans detailing
3. Significant judgements and major sources of resource requirement during a project are used to establish
estimation uncertainty percentage completion at any point in time.
Judgements are made in relation to share-based payment
costs requiring the selection of an appropriate valuation Revenue is accrued on the above elements when revenue can
model, consideration as to the inputs necessary for the be recognised but has not been invoiced.
valuation model chosen and the estimation of the number of
awards that will ultimately vest, inputs for which arise from Revenue is deferred on the above elements when it has not
judgements relating to the probability of meeting non-market been recognised but the invoice has been raised.
performance conditions and the continuing participation of
employees (see note 21). Revenue relating to contracts with multiple elements is
allocated based on the fair value of each element and is
Research costs are not capitalised. Development costs recognised in accordance with the accounting principles for
however will be capitalised from the point that it is sufficiently each element described above.
24 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
c) Foreign currencies The carrying values of intangible assets are reviewed for
The functional and presentation currency of the Group and impairment in periods if events or changes in circumstances
its subsidiaries is sterling (GBP). Transactions in foreign indicate the carrying value may not be recoverable.
currencies are recorded in the functional currency at the rate Residual values are reviewed on an annual basis.
ruling at the date of the transaction.
f) Property, plant and equipment
Monetary assets and liabilities denominated in foreign Property, plant and equipment is stated at cost less
currencies are retranslated at the rate of exchange ruling at depreciation and any accumulated impairment losses.
the balance sheet date.
Depreciation is provided on property, plant and equipment
All differences are taken to the consolidated income at rates calculated to write off the cost, less estimated
statement. residual value of each asset evenly over its expected useful
life, as follows:
d) Research and Development expenditure
Development is the application of research findings or other Leasehold improvements – over 3 years
existing knowledge to the design of new or improved Office equipment – over 2-5 years
processes, systems or technologies. Development includes Computer equipment – over 3 years
those activities taking place over the period from design,
through implementation testing, systems integration, The carrying values of property, plant and equipment are
productisation, engineering release, and final product reviewed for impairment in periods if events or changes in
qualification, but ceases at the stage of formal product circumstances indicate the carrying value may not be
release. recoverable. Residual values are reviewed on an annual
basis.
Research costs are expensed as incurred. Development
expenditure on an individual project is recognised as an g) Taxation
intangible asset when the Group can demonstrate the Current Tax, including UK corporation tax and foreign tax, is
technical feasibility of completing the intangible asset so that provided at amounts expected to be paid (or recovered)
it will be available for use or sale, its intention to complete using the rates and laws that have been enacted at the
and its ability to use or sell the asset, how the asset will balance sheet date.
generate future economic benefits, the availability of
resources to complete the asset and the ability to measure Withholding tax is recognised, as it arises, through the
reliably the expenditure during development. However the income statement. It arises from customer withholding a
Group has not currently achieved this position. The Board percentage of amount owed to ANT and remitting this to
will continue to review the nature of the Group’s development the local tax authorities on our behalf.
activities on an ongoing basis and consider whether the
conditions have been satisfied. Deferred income tax assets are recognised for all temporary
differences, carry-forward of unused tax assets and unused
Research and development costs include work completed tax losses, to the extent that it is probable that taxable
on generic ANT products and customer specific profits will be available against which the temporary
modifications. Revenue relating to customer specific differences, and the carry-forward of unused tax assets and
modifications is recognised in line with the criteria set out in unused tax losses can be utilised:
note 4a. Any research and development costs relating to the
delivery of this revenue are recognised as incurred and • except where the deferred income tax asset relating to
expensed to cost of sale. the deductible temporary differences arises from the
initial recognition of an asset or liability in a transaction
e) Intangible assets that is not a business combination and, at the time of
Intangible assets acquired are stated at cost less the transaction, affects neither the accounting profit nor
amortisation and any accumulated impairment losses. the taxable profit or loss; and
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 25
• in respect of deductible temporary differences with a corresponding entry in equity. For any instrument that
associated with investments in subsidiaries, deferred tax has vested no reversal of charges previously recognised as
assets are only recognised to the extent that it is probable an expense will occur. Where the terms of an equity-settled
that the temporary differences will reverse in the award are modified or a new award is designated as
foreseeable future and taxable profit will be available replacing a cancelled or settled award, the cost based on the
against which temporary differences can be utilised. original award terms continues to be recognised over the
original vesting period. In addition, an expense is recognised
Deferred income tax is measured at the tax rates that are over the remainder of the new vesting period for the
expected to apply in the year when the asset is realised, incremental fair value of any modification, based on the
based on tax rates and laws that have been enacted or difference between the fair value of the original award and the
substantively enacted at the balance sheet date. fair value of the modified award, both as measured on the
date of the modification. No reduction is recognised if this
The carrying amount of deferred income tax assets is difference is negative.
reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit Where an equity-settled award is cancelled, it is treated as if
will be available to allow all or part of the deferred income tax it had vested on the date of cancellation, and any cost not
asset to be utilised. yet recognised in the income statement for the award is
expensed immediately. Any compensation paid up to the fair
The Group has taken advantage of the HMRC Research and value of the award at the cancellation or settlement date is
Development (R&D) tax credit scheme that encourages small deducted from equity, with any excess over fair value being
and medium sized companies to increase their R&D spending. treated as an expense in the income statement.
A proportion of qualifying expenditure on R&D activities can
be deducted when calculating the profit for tax purposes. Tax i) Retirement benefit costs
credits are accounted for when cash receipt is probable in The Group provides arrangements through a defined
return for surrendering tax losses. The majority of the contribution scheme. The amount charged to the
qualifying expenditure for the Group is made up by staff costs. consolidated income statement in respect of pension costs is
the contributions payable in the year.
h) Share-based payments
The cost of equity-settled transactions with employees is Differences between contributions payable in the year and
measured by reference to the fair value at the date at which contributions actually paid are shown as accruals in the
they are granted and is recognised as an expense over the balance sheet.
vesting period, which ends on the date on which the relevant
employees become fully entitled to the award. Fair value is j) Own shares held by Employee Benefit Trust
determined by the use of an appropriate option pricing model. Own shares held by the Employee Benefit Trust (“EBT”) are
In valuing equity settled transactions no account is taken of carried at cost and as a deduction from total equity.
any vesting conditions, other that conditions linked to the
price of the shares of the company (market conditions). Where k) Operating lease agreements
an equity settled award is cancelled, it is treated as if it had Rentals payable under operating leases are charged to the
vested on the date of cancellation, and any cost not yet consolidated income statement on a straight line basis over
recognised in the income statement is expensed immediately. the lease term.
No expense is recognised for awards that do not ultimately l) Trade and other receivables
vest, except for awards where vesting is conditional upon a Trade receivables, which generally have thirty to sixty day
market condition, which are treated as vesting irrespective of terms, are recognised and carried at original invoice amount.
whether or not the market condition is satisfied, provided that Provision is made when there is objective evidence that the
all other performance conditions are satisfied. Group will not be able to recover balances in full. Balances
are written off when the probability of recovery is assessed as
At each balance sheet date before vesting, the cumulative being remote and when legal notification has been provided
expense is calculated, representing the extent to which the and a further month has elapsed.
vesting period has expired and management’s best estimate
of the achievement or otherwise of non-market conditions in m) Cash and cash equivalents
relation to the number of equity instruments that will ultimately Cash and cash equivalents comprise cash at bank and in
vest. The movement in cumulative expense since the previous hand and short-term highly liquid investments that are readily
balance sheet date is recognised in the income statement convertible to a known amount of cash and are subject to an
insignificant risk of changes in value and with an original
maturity of three months or less.
26 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
7. Auditors' remuneration
The Group had the following amounts charged by its auditors
in respect of the audit of the financial statements and for
other services.
2009 2008
£ £
Audit of the financial statements
ANT plc 25,000 25,000
ANT Software Limited 4,000 7,500
Short term employee benefits include wages, payroll taxes, healthcare and performance related pay. Post employee
benefits relate specifically to contributions to defined contribution pension schemes and share based payments show IFRS 2
charges relating to the issue of share options.
The interests of the directors in the shares of the Company are detailed within the Directors’ report.
Included in wages and salaries is a total charge relating to share-based payment of £15,293 (2008: charge of £14,668)
arising from transactions accounted for as equity-settled share-based payment transactions.
The monthly average number of employees during the year was as follows:
2009 2008
Engineering 33 30
Sales 10 8
Administration 9 9
52 47
Historically, research and development tax claims have resulted in losses being surrendered in return for cash and are
accounted for when receipt of cash is probable. During the year the Group surrendered £1,385,762 of tax losses in return
for £205,795 of cash which related to the R&D tax credit for 2008, (2008: £1,340,024 losses surrendered for £214,404 for
2007 tax credit).
30 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
There are approximately £10.5m (2008: £10.6m) of tax losses available to be carried forward, subject to the agreement of
HMRC. These losses may be further adjusted to reflect the surrender of the losses relating to qualifying research and
development expenditure in accordance with the research and development tax credit scheme.
No deferred tax asset has been recognised in relation to losses carried forward as the Group is currently loss-making. The
Group will not recognise the deferred tax asset until sufficient taxable profits are available to allow all or part of the deferred
tax asset to be utilised.
The options have no dilutive effect on loss making years, and hence the dilutive loss per share is the same as the basic loss
per share in these years. The weighted average number of ordinary shares excludes treasury shares held in an Employee
Benefit Trust of 2,728,497 (2008: 2,848,497).
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 31
Software
Cost: £
At 1 January 2008 59,085
Additions 44,558
Disposals (1,147)
At 31 December 2008 102,496
Additions 10,471
Disposals (3,016)
At 31 December 2009 109,951
Amortisation:
At 1 January 2008 32,089
Charge for the year 22,905
Disposals (966)
At 31 December 2008 54,028
Charge for the year 24,444
Disposals (3,016)
At 31 December 2009 75,456
At the end of the year the Group had amounts contracted for but not provided for of £nil (2008: £nil)
32 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
Depreciation:
At 1 January 2008 72,807 169,423 164,149 406,379
Charge for the year 14,678 3,088 57,056 74,822
Disposals - - (23,569) (23,569)
At 31 December 2008 87,485 172,511 197,636 457,632
Charge for the year 4,240 3,231 64,900 72,371
Disposals - - (43,324) (43,324)
At 31 December 2009 91,725 175,742 219,212 486,679
At the end of the year the Group had amounts contracted for but not provided for of £nil (2008: £nil)
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 33
2009 2008
£ £
Trade receivables 1,065,881 1,011,519
Prepayments 87,460 103,401
Accrued income 331,160 309,382
Other debtors 66,927 65,265
1,551,428 1,489,567
All of the trade receivables at year end are denominated in US dollars (2008: Sterling £11,343, US Dollars £979,881 and
£20,295 in Euro’s).
Carrying amount Of which: neither Of which: not impaired on the reporting date and past
impaired nor past due in the following periods
due on the less than between 31 between 61 More than
reporting date 30 days and 60 days and 90 days 90 days
£ £ £ £ £
Trade receivables as at 31 Dec 2009 856,861 164,653 28,704 - 15,663
Trade receivables as at 31 Dec 2008 552,098 440,184 13,779 5,458 -
Of the receivables neither past due nor impaired none of the counterparties have a history of defaulting.
The amounts presented in the Balance Sheet are net of allowances for doubtful receivables. The total allowance for bad
debts that was charged to the Income Statement in the year was £165,385 (2008: £25,556). The bad debt provision
included in the Balance Sheet at the year end is £192,272 (2008: £49,710). Exposure to credit risk is mitigated, where
necessary, by payments in advance.
2009 2008
£ £
Opening 49,710 24,154
Arising during the year 192,272 49,710
Utilised (22,823) -
Released (26,887) (24,154)
Closing 192,272 49,710
34 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
2009 2008
£ £
Cash at bank and in hand 2,050,217 1,648,752
Cash equivalents (short term deposits) - 500,000
Net cash and cash equivalents per cash flow 2,050,217 2,148,752
Cash at bank earns interest at floating rates based on daily bank deposit rates. Cash equivalents (short term deposits) are
made for varying periods of between one day and three months depending on the immediate cash requirements of the
Group, and earn interest at pre-arranged rates.
Other financial assets are made up of cash deposits made for more than 3 months, typically less than 6 months, and earn
interest on the same basis as short term deposits.
2009 £
Bank of Scotland plc 1,370,980
Barclays Bank plc 673,080
Other 6,157
2,050,217
2008 £
Bank of Scotland plc 827,771
Barclays Bank plc 817,273
Ulster Bank 500,000
Other 3,708
2,148,752
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 35
Interest Maturity
2008 £ Rate Date
Ulster Bank 500,000 2.85% 21st April 2009
Ulster Bank 500,000 2.90% 26th May 2009
Bank of Scotland 500,000 2.80% 24th March 2009
Bank of Scotland 1,000,000 2.90% 29th June 2009
Allied Irish Bank (GB) 1,000,000 3.20% 29th June 2009
Total 3,500,000
2009 2008
£ £
Trade payables 129,241 181,078
Tax and social security 238,167 92,290
Accruals 816,504 894,967
Deferred income 438,371 655,112
1,622,283 1,823,447
36 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
The main risks arising from the Group’s financial instruments are liquidity and foreign currency risks. The Board reviews and
agrees policies for managing each of these risks.
The table below shows the Group’s currency exposures that give rise to the net currency gains and losses recognised in
the profit and loss account. Such exposures comprise the monetary assets and monetary liabilities of the Group that are
not denominated in sterling, being the operating (or ‘functional’) currency of the underlying entity.
The following table demonstrates the sensitivity to a reasonably possibly weakening / strengthening in the US dollar and Euro
exchange rates. In relation to all other variables held constant, of the Group’s loss before tax.
There is no impact on equity of changes in foreign exchange rates other than the impact on retained losses resulting from the
change in loss before tax as detailed above.
Liquidity risk
The Group’s objective is to maintain a positive cash balance at a level adequate for daily operations. This is achieved through a
detailed multicurrency forecast which assesses the Group’s requirements, taking into account all known and forecast factors.
Interest rate risk and liquidity risk of the Group’s financial assets
The Group’s policy is to minimise interest rate risk by placing funds in low risk cash deposits but also to maximise the return on
funds placed on deposit. The Group invests its funds in short and medium term bank deposits and has access to these deposits
at a maximum of 6 months notice. Interest rates on deposits are either fixed on the commencement of the term or are at a variable
rate connected to LIBOR, £3,000,000 fixed (breakdown shown in note 16), £2,050,217 variable rate (2008: £4,000,000 Fixed,
£1,648,752 Variable).
Based on the Groups cash reserves at the year end, it is estimated that a reduction of 1% in interest rates would lead to a
reduction in finance revenue of £48,308 (2008: £51,307), and vice versa for an increase.
Credit risk
The Group’s only material credit risk is attributable to trade receivables. Cash, cash equivalents and other financial assets are held
across a number of banks with our cash equivalents and other financial assets being held by “-A” rated institutions to minimise risk.
Our customers are made up of organisations that we have long standing relationships with. It is the Groups policy that all
customers who wish to trade on credit terms require the specific approval of senior management. Receivable balances are
monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. Analysis of the bad debt
provision included in the Balance Sheet is detailed in note 15.
The maximum exposure to credit risk is the carrying value of financial assets.
Borrowing facilities
The Group has no overdraft facility.
The directors consider there to be no material difference between the fair value and carrying values of the financial instruments at
the balance sheet dates.
38 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
2009 2008
£ £
Not later than one year 146,206 146,328
After one year but not more than five years 194,941 341,146
After five years - -
341,147 487,474
The Group has a commercial lease for the Company registered address for a period of 4 years, with an expiry date of April
2012. There are no restrictions, renewal options or contingent rents on the lease.
Options granted before 31st March 2005 have all vested and are held by employees who were employed by the Group as
at the year end. These 2,376,700 options (2008: 2,558,360) are not accounted for under IFRS 2 as they predate the
introduction of the standard. Options granted after this date are accounted for in accordance with provisions of IFRS.
Options granted after March 2005 vest over a three year period and are subject to the individual remaining an employee of
the company and corporate performance criteria based on Group revenues. The options are all equity settled, expire after
10 years and there are no cash settlement alternatives. There are no options issued after March 2005 which have not been
accounted for under IFRS 2.
The Employee Benefit Trust, managed by an independent trust Company, holds 2,728,497 (2008: 2,848,497) ordinary
shares in the parent Company of 5p each, which were acquired at an average purchase price of 85p, all of which are the
subject of options which have been granted with a range of share values from £0.225 to £1.26.
The Group recognised a total charge of £15,293 (2008: charge of £14,668) in the income statement in respect of options
granted to staff.
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 39
The number of options relating to current employees over 5p ordinary shares in the parent Company granted, exercised or
lapsed during the year is as follows:
The following table shows the number and weighted average exercise prices (WAEP) of, movements in, share options during
the year.
1
Included in this balance are options over 2,376,700 shares (2008: 2,558,360) for which no charge has been recognised in
accordance with IFRS 2 as the options vested before 1 January 2006.
For the share options outstanding as at 31 December 2009, the weighted average remaining contractual life is 6.8 years
(2008: 6.8 years).
40 ANT PLC ANNUAL REPORT AND ACCOUNTS 2009
The fair value of equity-settled options is estimated at the date of grant using a Black-Scholes model, taking into account
the terms and conditions on which the options were granted. The following table lists the inputs to the model used for the
year ended 31 December 2009 and 31 December 2008:
2009 2008
Dividend yield (%) 0% 0%
Expected share price volatility (%) 61.1% 63.4%
Risk-free interest rate (%) 4% 4%
Expected life of option (years) 6 6
Weighted average share price (pence) 30.1 23.9
The expected life of the options is an estimate and is not necessarily indicative of exercise patterns which may occur. The
expected volatility reflects the assumption that historical volatility is indicative of future trends, which may not necessarily be
the actual outcome.
No other features of options grant were incorporated into the measurement of fair value.
Merger reserve
This represents the difference between the fair value and the nominal value of shares issued in connection with the
acquisition of ANT Software Limited in March 2005.
Retained losses include an amount of £2,224,255 (2008: £2,322,016) in relation to treasury shares that are held in the
Employee Benefit Trust, covering 2,728,497 5p shares (2008: 2,848,497).
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 41
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not
approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing these financial statements, the directors
are required to:
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company's transactions and disclose with reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 43
We have audited the parent company financial statements of ANT plc for the year ended 31 December 2009 which comprise
the Balance Sheet and the related notes 1 to 9. The financial reporting framework that has been applied in their preparation
is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Other matter
We have reported separately on the group financial statements of ANT plc for the year ended 31 December 2009
2009 2008
Notes £ £
Fixed Assets
Investments 5 631,455 631,455
631,455 631,455
Current assets
Debtors 6 15,984 11,181
Other financial assets 3,000,000 3,500,000
Cash and short term deposits 1,450,661 1,425,461
4,446,645 4,936,642
The financial statements were approved by the Board of Directors and authorised for issue on 1st March 2010. They were
signed on its behalf by:
S A Woodward
Director
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 45
1. Corporate Information
ANT plc (the Company) is a limited company incorporated in England and Wales whose shares are publicly traded.
The principal activity of the Company is that of a holding Company.
2. Basis of preparation
The separate financial statements of the Company are presented as required by the Companies Act 2006. They have been
prepared under the historical cost convention and in accordance with the applicable United Kingdom accounting standards
and law.
As permitted by Financial Reporting Standard No.1 (Revised), “Cash flow statements”, the Company has not included a
Cash flow statement as part of its financial statements because the consolidated financial statements of the Group (of which
the Company is a member) include a cash flow statement and are publicly available.
The Company has taken advantage of the exemption in Paragraph 3C of FRS 25 Financial Instruments: Disclosure and
Presentation and has not disclosed information required by paragraphs 51 to 95 of that standard, as the Group’s
consolidated financial statements, in which the Company is included, provide equivalent disclosures for the Group under
IFRS 7 Financial Instruments: Disclosures.
3. Accounting policies
a) Taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date
where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or
to receive more, tax, except that deferred tax assets are recognised only to the extent that the directors consider that it is
more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing
differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing
differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
b) Investments
Investments are stated at cost, less any provisions for impairment in value.
Directors’ emoluments are disclosed in the Directors’ remuneration report on pages 17-18.
6. Debtors
2009 2008
£ £
Trade receivables 4,632 4,829
Prepayments 9,780 2,228
Accrued income 1,572 4,124
15,984 11,181
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Autonomy
House, Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ on 19th May 2010 at 9.00 am for
the following purposes:
ORDINARY BUSINESS
To consider and, if thought fit, to pass the following Resolutions which will be proposed as ordinary Resolutions:
1. To receive the annual accounts of the Company for the financial year ended 31 December 2009 together with the
Directors’ report and auditors’ report on those accounts.
2. To re-appoint Ernst & Young LLP as auditors of the Company to hold office from the conclusion of the meeting to the
conclusion of the next meeting at which accounts are laid before the Company and to authorise the Directors to
determine their remuneration.
3. To re-elect Royston Hoggarth, who retires by rotation and agrees to his re-election, as a director of the Company.
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Resolutions, of which Resolution 4 will be proposed as an ordinary
Resolution and Resolution 5 will be proposed as a special Resolution:
4. That the Directors be and they are generally and unconditionally authorised pursuant to and in accordance with section
551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot Relevant Securities
(as defined in the notes to this Resolution) up to an aggregate nominal amount of £404,770 provided that this authority
shall expire on whichever is the earlier of (i) 15 months from the date on which this Resolution is passed or (ii) the
conclusion of the Company's next Annual General Meeting save that the Company may pursuant to this authority make
offers or agreements before the expiry of this authority which would or might require Relevant Securities to be allotted
after such expiry and the Directors may allot Relevant Securities in pursuance of such offers or agreements as if the
authority conferred by this Resolution had not expired. All authorities previously conferred upon the Directors pursuant to
section 80 of the Companies Act 1985 shall be revoked but without prejudice to any allotment of equity securities (as
defined by section 560 of the 2006 Act) already made or agreed to be made pursuant to such authorities.
5. That, subject to the passing of Resolution 4 above, the Directors be and they are empowered pursuant to section 570 of
the 2006 Act to allot equity securities (within the meaning of section 560 of the Act) wholly for cash, either pursuant to the
authority conferred by Resolution 4 above or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did
not apply to such allotment provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of a rights issue to holders of ordinary shares in proportion (as
nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements,
record dates, any legal or practical problems under the laws of any territory, or the requirements of any regulatory body
or stock exchange; and
(b) pursuant to the terms of any share scheme for directors and employees of the Company and/or its subsidiaries
approved by the shareholders of the Company in general meeting; and
(c) (otherwise than pursuant to sub-paragraphs (a) and (b) above) having (in the case of equity securities (as defined in
section 560 of the 2006 Act)) a nominal amount or (in the case of any other equity securities) giving the right to
ANT PLC ANNUAL REPORT AND ACCOUNTS 2009 49
subscribe for or convert into equity securities having a nominal amount, not exceeding in aggregate £60,710
(representing 5 per cent. of the Company’s issued share capital on 31 December 2009),
and such power shall expire on the earlier of 15 months from the date on which this Resolution is passed or the
conclusion of the Company's next Annual General Meeting (unless renewed, varied or revoked by the Company prior to
or on such date) save that the Company may, before the expiry of such power, make offers or agreements which would
or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in
pursuance of such offers or agreements as if the power conferred hereby had not expired. All powers previously
conferred upon the Directors pursuant to section 95 of the Companies Act 1985 shall be revoked, but without prejudice
to any allotment of equity securities already made or agreed to be made pursuant to such authorities. This power applies
in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2) of the 2006 Act as if in
the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution 4 above" were
omitted.
Notes
1. A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint one
or more proxy or proxies to attend, to speak and to vote instead of him. A proxy need not be a member of the Company
but must attend the meeting to represent you.
2. A form of proxy is enclosed. To be valid, it must be deposited at the office of the Company's registrars,
Computershare Investor Services PLC at PO Box 1075, The Pavilions, Bridgwater Road, Bristol BS99 7NH, so as to be
received not later than 48 hours before the time appointed for holding the Annual General Meeting. Completion and
return of the form of proxy does not preclude a member from attending and voting at the meeting in person if he so
wishes.
3. The memorandum and articles of association of the Company and copies of Directors' service contracts (or a
memorandum of the terms thereof) with the Company or any of its subsidiary undertakings will be available for inspection
at the registered office of the Company during normal business hours (Saturdays, Sundays and bank or public holidays in
England excepted) up to the date of and during the meeting.
4. The register of interests of the Directors and their families in the securities of the Company or any of its subsidiary
undertakings will be available for inspection on the day of the meeting at the place of the meeting from the start of the
meeting until its conclusion.
5. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those
members entered on the Register of Members of the Company not later than 9.00 am on 17th May 2010 (or, if the
meeting is adjourned, members entered on the Register of Members of the Company not later than 48 hours before the
time fixed for the adjourned meeting) shall be entitled to attend and vote at the meeting. Changes to the entries on the
Register of Members of the Company after that time shall be disregarded in determining the rights of any person to
attend or vote at the meeting.
6. Biographical details of the Directors seeking election are contained in the Annual Report 2009.
7. Resolution 4 gives the Directors the general power to allot Relevant Securities convertible into shares up to an
aggregate nominal amount of £404,770, being approximately one-third of the Company's issued share capital.
(a) Shares in the Company other than shares allotted pursuant to:
(i) an employee share scheme (as defined by section 1166 of the Companies Act 2006 (the “2006 Act”));
(ii) a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
(iii) a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant
Security.
(b) Any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or
convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the 2006
Act). References to the allotment of Relevant Securities in the Resolution include the grant of such rights.
8. When shares are to be allotted for cash, section 561 of the Companies Act 2006 provides that existing shareholders
have pre-emption rights and that any new shares are offered first to such shareholders in proportion to their existing
shareholdings. Resolution 5 is seeking to authorise the Directors to allot Shares of up to an aggregate nominal amount of
£60,710 otherwise than on a pro-rata basis. This represents 5% of the Company’s issued share capital on 31 December
2009.
FOLD IN HALF AND MOISTEN ALONG GUMMED EDGE
For use by shareholders at the Annual General Meeting of the Company to be held at Autonomy House,
TEAR ALONG PERFED LINE, MOISTEN GUM AND FOLD
Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ on 19th May 2010 at 9.00 am
I/ We (see note 1)
(BLOCK CAPITALS PLEASE)
Being a member/members of the above-named Company, hereby appoint the Chairman of the meeting or
(see note 2)
As my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Autonomy
House, Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ on 19th May 2010 at 9.00 am and at any adjournment
thereof, and I/we direct the proxy to vote in respect of the Resolutions to be proposed at the meeting as indicated below:
Please indicate with a X in the boxes below how you wish your vote to be cast. (see note 3)
Signature(s) Date
(see notes 4 and 5)
Notes
1. Members’ full names as registered should be stated, including account designations if any. The names of all joint holders should be stated
(but see also note 5).
2. A member may appoint a proxy of his or her choice. If such an appointment is made, delete the words “the Chairman of the meeting or”, initial the
alteration and PRINT the name and address of the person appointed proxy in the space provided. A proxy need not be a member of the Company. If
more than one proxy is appointed to act as proxy the number of shares in respect of which each such proxy is to vote must be specified.
3. Where no indication is given as to how the person appointed proxy shall vote, the proxy will vote or abstain at his/her discretion.
4. This form of proxy must be signed by the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its
common seal or under the hand of an officer or attorney duly authorised on its behalf.
5. In the case of joint holders, the signature of any one shareholder is sufficient. If more than one joint holder is present at the meeting, whether in person
or by proxy, the vote of the first named standing in the register of members will be accepted to the exclusion of the votes of the other registered holders.
6. To be valid, this form must be completed and deposited, with any authority under which it is executed (or a copy of the same certified notarially), at the
Company’s Registrars, Computershare Investor Services PLC, PO Box 1075, The Pavilions, Bridgwater Road, Bristol BS99 7NH not less than 48 hours
before the time fixed for holding the meeting or any adjournment thereof.
7. A vote “Withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution.
AFFIX
STAMP
HERE
ANT plc
Cambridge Business Park
Cowley Road
Cambridge
CB4 0WZ
United Kingdom