Fusion IP plc
Annual Report and Accounts 2013
Annual Report  
and Accounts
2013
TURNING WORLD CLASS  
RESEARCH INTO BUSINESS Fusion IP plc Annual Report and Accounts 2013
Contents
Highlights 1
Chairman’s Statement 2
Chief Executive’s Statement 3
Financial Review 9
Board of Directors 11
Directors’ Report 12
Report on the Directors’ Remuneration 14
Corporate Governance 17
Independent Auditors’ Report 20
Consolidated Statement of Comprehensive Income 21
Consolidated Statement of Financial Position 22
Consolidated Statement of Cash Flows 23
Consolidated Statement of Changes in Equity 24
Notes to the Consolidated Financial Statements 25
Company Balance Sheet 45
Notes to the Company Financial Statements 46
Notice of Annual General Meeting 48
Form of Proxy 51
Company Information and Advisors IBC  Fusion IP plc Annual Report and Accounts 2013
Business and portfolio highlights:
• £20m raised in a placing with new and existing investors
• Partnership agreements signed with The University of Nottingham and Swansea University
• Investment Memorandum of Understanding (MOU) extended with Finance Wales
• 26% increase in the carrying value of our investments to £25.0m (2012: £19.8m)
• Cash and deposit balances totalling £21.3m (2012: £5.9m)
•  Five new portfolio companies started in the year (Proflu, Extraject, PH Therapeutics,  
Wound Genetics and Rhedyn)
• £2.6m invested in the portfolio companies by Fusion (2012: £2.9m)
• £9.5m invested in the portfolio companies by third party investors (2012: £10.0m)
Post year end highlights:
• Diurnal’s lead drug Chronocort’s successful progression of Phase II trials
Highlights
1 2
Fusion IP plc Annual Report and Accounts 2013
Chairman’s Statement
I am delighted to present our results for the year ended 31 July 2013. This has been a good year for the Group; we raised £20m  
in a placing in April; signed new university agreements with the Universities of Nottingham and Swansea; extended our excellent 
co-investment MOU with Finance Wales for a further five years; started five new portfolio companies and grew the carrying  
value of our investments by 26% to £25.0m (2012: £19.8m). Although revenue and portfolio returns were lower at £3.0m  
(2012: £4.8m) and profit, excluding subsidiary spin-out costs and amortisation, was reduced to £1.4m (2012: £3.2m), this has 
been a year of significant change for the Group. In addition to this, post year-end one of our key life science companies announced 
the successful progression of its Phase II Chronocort trials; a positive conclusion to these trials in 2014 will be a significant event 
for the Group.
It is well acknowledged that the UK needs to maximise the commercial benefit of the extraordinary science that emanates from  
its world-class universities. We believe that Fusion, with its access to some of the UK’s leading research-intensive universities,  
is well placed to generate some of the high technology growth businesses of the future.
Our university partnership model, extensive experience in business building, and IP sector expertise enables us to identify 
innovative research that has the potential to be a high value business that will benefit our shareholders, the university and 
ultimately UK plc. With over £20m of funds, four excellent universities, established relationships with a number of key co-
investment partners and a growing and diverse portfolio of exciting companies, we believe we are well placed to fulfil this vision.
Our priority in the year ahead is therefore to continue to focus on the growth of the portfolio and we look forward to the  
year with confidence.
Finally, I would like to thank all our stakeholders, including our university partners, investment partners and employees at both 
Group and portfolio level, for their unstinting support during the year. I was also delighted to see that during the year, our CEO 
David Baynes was awarded Executive Director of the Year in the Small Cap Awards, sponsored by the London Stock Exchange and 
others, which recognises the excellent leadership David has demonstrated over the last seven years in building Fusion.
Doug Liversidge CBE
Chairman  3
Fusion IP plc Annual Report and Accounts 2013
This has been another strong year for the Group, as we expanded our university base, increased our available investment  
funds and accelerated the growth in the value of our portfolio. 
£20m placing
In April 2013 we were pleased to announce we had successfully raised £20m through a placing with existing and new  
institutional investors. The placing provided Fusion with the funding to:
•  access additional world class IP from an expanded university base;
•  ensure the Group has the financial strength to invest further in its key portfolio companies; and
•  continue investing in establishing new companies out of its expanded pipeline.
Growing university base
At the same time as the placing, we announced that we had expanded our university base with the signing of agreements  
with The University of Nottingham and Swansea University. 
These new agreements complement Fusion’s existing equity-based university agreements with Sheffield and Cardiff, by providing 
Fusion with access to IP, but without having to make on-going or equity-based payments. This structure provides a flexible 
partnership for both parties, and enables the university to access Fusion management and funds, while Fusion gains access to 
that university’s IP, without tying up equity or contractual service fees. 
It also enables Fusion to generate more start-up companies per annum and utilise our central resource more effectively. The  
new agreements allow for co-investment by IP Group, in line with the existing IP Group co-investment agreement.
The University of Nottingham
Nottingham is one of the UK’s top 10 universities, with centres of excellence in aerospace, advanced manufacturing, energy  
and biomedical imaging. It has over 40,000 students on its three campuses in the UK, Malaysia and China and as a member  
of the Russell Group is recognised as one of the UK’s leading research-intensive universities. In 2012 it generated over £100m  
in research grants and after the most recent Research Assessment Exercise (RAE) results in 2008, it was ranked 7th in the UK for 
its research excellence, according to the research power rankings produced by Research Fortnight.
Following the RAE results, 90 per cent of all research at The University of Nottingham was classified as of an ‘international 
standard’ and 60 per cent as ‘world-leading’ or ‘internationally excellent’. In 2008 The University of Nottingham was named 
Entrepreneurial University of the Year.
The University of Nottingham has a well-established technology transfer office, with close links with its academic community.  
To date the university has been involved in over 40 spin-out related companies and has a current portfolio of 30 spin-outs, of which 
16 have products in the marketplace.
Swansea University
We are delighted to expand our operation in Wales through the addition of Swansea University to our university portfolio. 
Established in 1920, Swansea University is a research led university. In the latest RAE, 85 per cent of its staff submitted for 
assessment were classified as producing research of an international quality or above and almost 50 per cent as “world-class” 
or “internationally excellent”. It has a number of excellent research departments, including the College of Engineering, which 
received a 5 QS star rating for the excellence of its teaching, the highest achievable. Its newly built Institute of Life Sciences 
is one of the premier research facilities in Wales and the largest university campus investment by the Welsh Government. The 
University also has a well-established technology transfer office. 
Since the announcement of these new partnerships, Fusion has been working with the Universities to identify the first 
potential investment opportunities and expects to be announcing its first new investments in Nottingham and Swansea  
over the next six months.
Although we are currently completing the integration of our newly established partnerships, Fusion remains committed to  
adding additional universities to its partnership portfolio in the longer term.
Chief Executive’s Statement 4
Fusion IP plc Annual Report and Accounts 2013
Extension of the Finance Wales investment MOU
Following on from the successful investment MOU signed between the two companies in 2007, the new MOU continues the  
co-investment strategy for investing in opportunities arising from Fusion’s IP pipeline agreements with its growing portfolio of 
Welsh universities. 
This agreement provides Fusion with access to substantial additional funding for its portfolio of companies and endorses the 
success of the original agreement. To date Finance Wales has made 26 investments alongside Fusion totalling £4.9m in Fusion 
portfolio companies.
Portfolio highlights
We continue to have a well-balanced portfolio of more than 20 companies, in a range of engineering, nanotechnology, software 
and medical sectors. The companies are at varying stages of maturity, growth and profitability and nine of the leading companies 
in the portfolio are described below. 
Diurnal – drug development
Diurnal, our drug development company, spun-out from The University of Sheffield now based in Cardiff, had another busy and 
extremely successful year, with significant progress made towards approval of its lead product Chronocort.
The majority of the year was spent progressing Chronocort through its Phase II trial and post year end in September 2013, Diurnal 
passed a key landmark when it announced the trial had successfully completed the pharmacokinetic part of its Phase II CATCH 
(Chronocort As Treatment for Congenital adrenal Hyperplasia) clinical study. Chronocort is a modified release therapy that delivers 
hydrocortisone in a manner that mimics the body’s natural 24-hour hormone cycle, thus combating diseases caused by cortisol 
deficiency. Diurnal’s novel approach to drug delivery has the potential to significantly improve the lives of patients suffering from 
diseases such as congenital adrenal hyperplasia and adrenal insufficiency.
The CATCH trial is a Phase II study in patients suffering from congenital adrenal hyperplasia and is being run by the National 
Institute of Health, Maryland, US under a Cooperative Research and Development Agreement.
Chronocort has already received two related orphan drug designations from the European Medicines Agency, which afford ten 
years of market exclusivity after the grant of marketing authorisation in Europe.
Pharmacokinetic data from the first part of the CATCH study has been received by Diurnal. The CATCH trial will now continue until 
the end of 2013 so that further data can be collected to support a Phase III registration study of Chronocort. The full read-out of 
the CATCH study is expected during the first quarter of 2014, and subject to a successful outcome, Diurnal would then progress 
to a Phase III trial.
Fusion holds a 43% (undiluted) shareholding in Diurnal
Phase Focus – software/engineering
Based in Sheffield, Phase Focus has developed a novel ‘Virtual Lens’ which is a digital replacement for the conventional image-
forming optics used in imaging and microscopy. As well as eliminating the limitations and aberrations of conventional lens-based 
instruments, it can be exploited to visualise and quantify numerous specimen attributes such as surface topography, thickness 
and refractive index variations, or electric and magnetic field phenomena. Its current products include an Ophthalmic Lens Profiler 
that can measure soft contact lenses with unprecedented levels of resolution and accuracy; and an optical microscope used for 
stain-free imaging of biological cells. 
In February 2013, Phase Focus announced that it had entered into a Licence Agreement with Gatan, Inc. (“Gatan”). Gatan is 
the world’s leading manufacturer of instrumentation and software used to enhance and extend the operation and performance 
of electron microscopes. The Licence Agreement provides for joint development of a range of products, including a Phase Focus 
Virtual Lens “add-on” product for existing electron microscopes. Once fully developed, Gatan will market the product through its 
worldwide sales and distribution network. 
Fusion holds a 35% (undiluted) shareholding in Phase Focus
Chief Executive’s Statement continued 5
Fusion IP plc Annual Report and Accounts 2013
Seren Photonics – electronics
Seren Photonics’s revolutionary new light emitting diode (LED) nanotechnology, developed by Professor Tao Wang from The 
University of Sheffield, has been shown in tests to greatly increase the efficiency of conventional phosphor-converted white LEDs 
and enable ultra-high bright green LEDs. The ground breaking nanotechnology can be deployed to significantly reduce ‘droop’ in 
conventional LEDs which means they can be run much harder and so reducing the number of die required per luminaire. It also 
means that the ‘Green Gap’ could be closed enabling efficient pico-projectors, destined for inclusion in future mobile devices such 
as cell phones and much more efficient colour-mixed white LEDs. In simple terms, Seren’s technology means that either for a given 
power consumption, much brighter LED lamps can be manufactured, or that for equivalent light output, the power consumption 
of LED lamps can be significantly reduced.
High brightness (HB) LEDs are set to replace incandescent lamps as governments around the world bring in legislation banning the 
manufacture and sale of incandescents and concerns increase about the poor light quality and environmental contamination fears 
from compact fluorescents. The rate of adoption is expected to accelerate as the brightness of HB LEDs increases and the cost of 
manufacture reduces.
Seren’s technology is targeted at the fast growing $13bn white light HB LED markets, such as back lighting for laptops and TVs, 
signs and displays, as well as domestic, architectural and street lighting. 
Fusion holds a 40% (undiluted) shareholding in Seren
Magnomatics – engineering
Our Sheffield-based electric motor company, Magnomatics, develops high torque magnetic transmissions and ultra-compact 
magnetically-geared motors and generators. The technology uses magnetic fields with high-powered permanent magnets to replace 
the meshed teeth that normally transmit mechanical power in gear systems. The magnetic fields eliminate the friction of contacting 
parts. As such, the super quiet, compact technology requires minimal maintenance; no oil lubrication and the gears can’t be “stripped” 
through miss-use. The product has the potential to offer new engineering possibilities ranging from efficient, gearless generators for 
wind turbines, to lighter and more compact motors for hybrid vehicles. 
In November 2012, Magnomatics successfully raised £2.5m to develop its novel products for the hybrid and electric vehicle market. 
It is active in a range of industries, including renewable energy, automotive, aerospace and defence, and has industrial development 
contracts with some of the world’s largest transportation/engineering companies for its PDD system. 
Fusion holds a 39% (undiluted) shareholding in Magnomatics
Asalus Medical Instruments – medical devices
Cardiff based Asalus Medical Instruments (“Asalus”), is developing a range of innovative medical devices that aim to improve the 
safety and efficiency of laparoscopic surgery. Laparoscopic surgery is a modern surgical technique in which operations in the 
abdomen are performed through small incisions, as compared to the larger incisions needed in traditional surgical procedures. 
There are several benefits to conducting laparoscopic surgery and, as a result, the number of procedures conducted using this 
technique has grown rapidly over recent years.
Over two million laparoscopic operations per year are now performed in the USA alone and the market for laparoscopic surgery 
products is estimated at approximately $18bn worldwide, growing 7–8 per cent annually. 
Its lead product is Ultravision, Asalus’s revolutionary surgical smoke clearing system for use in laparoscopic surgery, which 
successfully completed its ‘first-in-man’ trial in January 2013. The randomised, controlled, comparative study was the first use 
of the Ultravision device in patients, with the dual aims of assessing safety and performance. The trial assessed the use of 
Ultravision in 30 participants undergoing scheduled laparoscopic gallbladder removal at University Hospital Llandough (Cardiff & 
Vale University Health Board, Wales, UK). The results demonstrated that Ultravision was effective in maintaining a clear visual field 
throughout the laparoscopic procedure. This was achieved without the need to deflate the abdomen or release smoke produced 
during surgery into the operating theatre environment. In addition 77% of the procedures were completed without interruption 
compared to less than 1% in the control group that did not use Ultravision. There were no adverse events. The Company is 
currently seeking CE mark approval and is targeting European launch in Q4 2013.
Fusion holds a 44% (undiluted) shareholding in Asalus 6
Fusion IP plc Annual Report and Accounts 2013
MedaPhor – medical simulation
MedaPhor is a Cardiff based global provider of advanced ultrasound education and training for medical professionals. 
Its lead product is ScanTrainer, a virtual reality ultrasound training simulator, which combines ‘real-feel’ haptic simulation 
with real patient scans and curriculum-based interactive learning, to provide fast and effective ultrasound training in  
a non-clinical environment. 
These educationally driven training systems relieve the pressure and costs on service delivery within hospitals and training schools, 
by allowing doctors to learn on ‘real’ patients in their own time, through self-directed learning.
MedaPhor has had another excellent year of growth, expanding its sales in the US and Europe, with over 80 hospitals now using  
the system in eleven countries around the world. During the year MedaPhor signed distribution agreements in Germany and 
Holland and an exclusive Chinese distribution agreement with Tellyes Scientific, which will enable it to expand sales into the  
large Chinese medical training market. MedaPhor also launched its second product, the TransAbdominal ScanTrainer, which it hopes 
will open up the large, general medical ultrasound training market in 2014.
In February 2013, US based Riccardo Pigliucci joined MedaPhor as non-exec Chairman, to help drive expansion in the US.
Fusion holds a 39% (undiluted) shareholding in MedaPhor
i2L Research – environmental testing 
Based in Cardiff, i2L Research is a product testing and development centre for the pest control industry and agrochemicals 
industry across Europe. i2L has offices in Newcastle and Cardiff and has expanded its operations into Europe, through new offices 
in the Czech Republic and Spain. 
In October 2012, i2L acquired Baltimore based ICR Inc. from MGK of Minneapolis in the USA. The acquisition significantly expands 
i2L’s European based agrochemicals, biocide and regulatory operations into the USA, the world’s largest market for these services.
Fusion holds a 31% (undiluted) shareholding in i2L Research
Absynth – lifesciences
Absynth is a UK biotechnology spin-out company from The University of Sheffield, which has developed a distinctive, non-
conventional approach to developing vaccines and therapeutic antibodies based on identifying novel, conserved bacterial 
antigens that are essential and also antibody-accessible. Bacterial infections are a major cause of death worldwide, with 
microbial drug resistance being a significant contributing factor. 
Absynth’s target is Staphylococcus aureus, including its drug-resistant form MRSA, against which vaccines and antibodies of other 
companies have failed to show clinical efficacy. It is believed that Absynth’s approach has the potential to succeed where others 
have previously failed and that Absynth’s novel antigens offer broad potential against a range of bacterial infections and form the 
basis of its pipeline that includes vaccines to prevent Clostridium difficile and Streptococcus pyogenes infections. 
In July 2013 Absynth announced it had raised £850,000 (of which Fusion invested £450,000) to advance the Staphylococcus 
aureus programme to key pre-clinical milestones. The investment complements the £175,000 funding secured from the Biomedical 
Catalyst to further develop Absynth’s product pipeline.
Fusion holds a 43% (undiluted) shareholding in Absynth
Chief Executive’s Statement continued 7
Fusion IP plc Annual Report and Accounts 2013
FaultCurrent (FCL) – electrical power grid components
FCL, which is founded on the invention of Dr Jeremy Hall of the Wolfson Centre for Magnetics, based at Cardiff University’s School 
of Engineering, has devised a unique magnetic fault current limiter design that protects utility electrical distribution networks from 
unanticipated power surges. 
The need for fault current limiters is driven by a dramatic increase in electrical power system fault current levels as energy demand 
increases and more clean energy sources, such as wind and solar, are added to an ageing and already overburdened national 
electrical infrastructure.
Deployed in an electrical network substation, a fault current limiter is a smart grid system component that can help protect 
the grid by absorbing the destructive nature of faults, extending the life of existing network equipment and allowing utilities to 
defer or eliminate costly equipment replacements or upgrades. Estimates from Europe and the USA suggest investing in smart 
grid technologies, such as fault current limiters, can save billions of dollars in replacement cost, increase safety, reliability and 
power quality.
Unlike competing fault current limiters currently in service, FCL’s unique solution is designed to be a completely passive,  
‘fit and forget’ permanent magnet device, that requires no external power or back-up, recovers automatically when a fault is cleared 
and requires minimal maintenance.
FCL expects its first full scale system to be deployed for field testing at the end of 2014. 
Fusion holds a 47% (undiluted) shareholding in FCL
During the year we started five companies, however these are at the earliest, high-risk phase of their potential development and 
therefore may not all progress to later stage funding rounds.
Proflu is the latest application for Cardiff University’s Professor Chris McGuigan’s ‘pro-tide’ drug delivery technology. The  
most effective anti-viral drugs on the market all rely upon a slow and inefficient process within the cells called phosphorylation 
in order to become active against the virus. Creating a ‘pro-tide’ can allow a pre-phosphorylated version of the drug to be 
given, potentially resulting in a several hundred fold increase in potency. This technology could create a highly effective 
anti-influenza drug to combat one of the world’s biggest killers. During the yearly epidemics, influenza infects around three 
to five million people and kills around 10% of these, a greater threat arises from flu pandemics, which have occurred, on 
average, three times per century for the last 300 years, where the emergence of a new viral strain results in a death toll in  
the tens of millions. 
Extraject Technologies has been founded on the work of Professor James Birchall and colleagues in the School of Pharmacy and 
Pharmaceutical Sciences, Cardiff University. Extraject exploits over ten years’ experience of designing and testing microneedle 
delivery systems to develop unique medical devices and processes which could allow new pain free treatment of a range of 
conditions. The Extraject technology aims to offer a safe and efficacious solution to patients through precise targeting of effective 
therapies to the appropriate locations in skin. Extraject is part-funded by a grant from the Technology Strategy Board.
PH Therapeutics is developing novel antibody therapies to treat the rare disease Pulmonary Arterial Hypertension (PAH), a chronic 
condition with high levels of mortality. Based on the research of Dr Allan Lawrie, The University of Sheffield, PH Therapeutics is 
developing therapeutics which address the underlying causes of the disease by blocking the action of proteins that play a key role 
in the development of PAH. PAH is caused by both constriction and thickening of the pulmonary arteries. Current drugs relieve 
symptoms by dilating the narrowed blood vessels but they are unable to reverse the progress of the disease because they do 
not address the tissue changes that cause thickening of the vessel wall. PH Therapeutics is developing a new class of therapy 
that specifically targets the cause of vessel thickening in order to both control and reverse this devastating disease. This would 
represent a major step forward in a disease area that is currently valued as a $3bn global market.  8
Fusion IP plc Annual Report and Accounts 2013
Wound Genetics is founded on the work of two leading academics at Cardiff University. Professors Keith Harding and Wen Jiang 
have discovered a unique “prognostic” gene signature that may allow patients with ‘hard to heal’ chronic wounds to be identified 
at first presentation. Such early identification of ‘hard to heal’ wounds enables early referral to specialist care and avoids potentially 
years of ineffective and costly primary care treatment. The test, currently in its early development phase, involves collecting 
and processing a tissue sample from the wound which is then used to determine the expression of certain genes indicative of 
a ‘healing’ or ‘hard to heal’ wound. The treating doctor could then use these results to provide different treatment pathways for 
those patients with ‘hard to heal’ wounds. The team is also exploring the use of the gene signature to identify novel therapeutic 
drug candidates by identifying inhibitors of genes that are active in ‘hard to heal’ wounds. The ability to accurately and effectively 
diagnose, treat and manage wounds is an enormous challenge for healthcare providers worldwide. The annual cost of caring for 
these patients in the UK is conservatively estimated at 5% of the total NHS budget.
Rhedyn (Bladder Cancer Diagnostics) is based on the latest research undertaken by Professor Ian Weeks and colleagues in the 
School of Medicine, Cardiff University. Ian’s previous work includes the development of chemiluminesence technology which is 
used in over 50 million tests annually and was named as one of the top 100 life-changing discoveries of the last 50 years. The 
new technology is being used to address the need for accurate non-invasive diagnostic tests for the detection and monitoring of 
bladder cancer. The fifth most common type of cancer, the disease often responds well to treatment but almost always recurs 
meaning that patients have to endure monitoring by repeated cystoscopy which involves the insertion of a fibre optic camera 
into the bladder through the urethra. This invasive and costly technique has limited accuracy, is unpleasant for patients and 
contributes significantly to the fact that bladder cancer management has the highest per patient cost of any cancer. Rhedyn is 
developing a highly accurate, non-invasive diagnostic test for bladder cancer (based on a urine sample) which should detect  
the presence of the disease within minutes.
Research pipeline potential
We continue to have extremely strong relationships with our partner universities and the depth and scale of the research activity at 
all four of our partner universities is strong. 
Outlook
As an innovator in the field of university IP commercialisation, we continue to work closely with our four research-intensive 
universities and investment partners, to ensure we maximise our ability to create world-class businesses from university research. 
With a number of our exciting companies moving towards maturity we look forward to 2014 with confidence.
David Baynes
Chief Executive 
Chief Executive’s Statement continued 9
Fusion IP plc Annual Report and Accounts 2013
Financial Review
Summary
The Group generated an operating profit (excluding subsidiary spin-out costs and amortisation) of £1,250,000 (2012: £3,042,000). 
In line with expectations the Group reports a loss before tax of £1,204,000 (2012: £505,000 profit). Closing cash and deposits of 
£21,288,000 (2012: £5,923,000) have increased significantly following the £20m fundraising during the year. The value of the 
Group’s investments in non-subsidiary spin-out companies increased to £24,983,000 (2012: £19,763,000).
Revenue
Total revenue and portfolio returns decreased to £3,035,000 (2012: £4,750,000) due to both a reduction in revenue and fewer 
funding rounds leading to lower net fair value gains on investments. 
Revenue, which includes the amounts charged to non-subsidiary spin-out companies for management services provided, 
licence income and income generated by consolidated companies, decreased to £540,000 (2012: £705,000). The decrease 
relates to reduced revenue in subsidiaries.
The net gain in the fair value of investments amounted to £1,108,000 (2012: £3,567,000). The Group’s gains mainly arose from 
valuation uplifts in five (2012: eight) of the Group’s holdings during the year, with uplifts in Diurnal and Asalus being the major 
components. Fair value write downs and provisions were taken on three investments as we applied a critical eye to company prospects 
versus funding requirements.
2013 
£000
2012 
£000
Fair value gains 2,727 4,178
Fair value losses (1,619) (611)
1,108 3,567
The gain on disposal of subsidiaries/investments of £1,368,000 (2012: £459,000) relates to the deconsolidation of Absynth and 
FaultCurrent, as a result of Fusion’s shareholding dropping to below 50% after funding rounds in the year. 
Operating expenses
Operating expenses amounted to £4,401,000 (2012: £4,360,000) and are broken down into three components:
•  corporate operating expenses of £1,785,000 (2012: £1,708,000) reflect the cost of running the parent PLC company, together 
with the university operations; 
•  subsidiary spin-out operating expenses of £628,000 (2012: £656,000), which are consolidated into the Group’s results by 
virtue of Fusion’s >50% shareholding in each spin-out company. Two significant deconsolidations occurred in the second half 
of 2013, which may reduce the impact of consolidated costs going forward; and
•  amortisation of intangible assets of £1,988,000 (2012: £1,996,000), which reflects the charge over the Cardiff and Sheffield 
IP rights which are both being amortised on a straight line basis over the ten-year pipeline agreements, together with an 
amortisation charge for purchased patent costs within certain subsidiary spin-out companies.
Investments
As at 31 July 2013 investments in spin-out companies amounted to £24,983,000 (2012: £19,763,000). Movement in the year 
relates to additions of £2,615,000 (2012: £2,885,000), transfers of £1,497,000 relating to the deconsolidated companies less 
disposals of £nil (2012: £3,457,000), with net gains in fair value of £1,108,000 (2012: £3,567,000). Additions consist of equity 
investments, convertible loan investments, accrued interest and rolled up fees to a number of portfolio companies.
The investments are all classified as financial assets and are held at fair value under IAS 39 “Financial Instruments: Recognition and 
Measurement”. The Group uses the International Private Equity and Venture Capital Valuation (IPEVCV) guidelines to establish the 
fair value of unlisted securities. 10
Fusion IP plc Annual Report and Accounts 2013
Intangible assets and Liabilities
IP rights comprise IP, patents and licences purchased by the Group together with the IP pipelines with Cardiff University and The 
University of Sheffield. As outlined above, the Group’s view is that these assets have a finite life of ten years and to that extent they 
should be amortised over their respective unexpired periods with provision made for any impairment when required. IP rights are 
tested annually for impairment and are carried at cost less accumulated impairment losses.
Non-current liabilities totalling £2,354,000 (2012: £2,337,000) are classified as amounts owed to related parties. 
The Group owes amounts totalling £2,354,000 (2012: £2,277,000) to The University of Sheffield and Cardiff University in relation 
to loan notes and accrued interest, for the most part arising from the purchase of the Group’s interest in certain spin-out companies 
when the IP pipeline agreements were signed in 2005 and 2007 respectively. These liabilities are only repayable in the event of an 
exit of the underlying investment they relate to. 
Cash flows
The Group’s cash balances at 31 July 2013 amount to £21,288,000 (2012: £3,923,000). These balances include £5,000 (2012: 
£122,000) in relation to consolidated subsidiary spin-out companies.
The cash inflow in the year amounted to £17,365,000 (2012: £1,961,000) and can be summarised as follows:
2013
£000
2012 
£000
Net cash used in operating activities (1,908) (2,066)
Net cash used in investing activities (14) (760)
Net cash from financing activities 19,287 4,787
17,365 1,961
The net cash used in investing activities mainly reflects amounts invested in spin-out companies £2,592,000 (2012: £2,885,000), 
less amounts received back from longer-term bank deposits £2,000,000 (2012: £2,000,000 transferred to deposits), less third 
party investments into subsidiary undertakings £351,000 (2012: £nil). 2012 also included proceeds from disposals of investments 
of £3,937,000.
Share capital
As a result of the successful fundraising of £19,252,000, net of expenses, in April 2013, through the placing of new shares, the 
Company issued 36,499,246 Ordinary shares of 1p each. The new shares issued represented 33% of the Company’s enlarged 
issued share capital. 105,000 Ordinary shares of 1p each were also issued during the year in respect of the exercise of share 
options, the consideration for these shares amounted to £35,000.
Financial Review continued 11
Fusion IP plc Annual Report and Accounts 2013
Doug Liversidge CBE
Chairman 
Appointed to the Board of Fusion IP plc on 1 December 2004. He was employed for 21 years at British Steel, before moving to  
G W Thornton Limited as managing director and subsequently chief executive. He guided the company through its flotation on  
the full list of the London Stock Exchange in 1987. 
Doug acts as a senior industrial advisor to The University of Sheffield and was awarded the CBE in the 2000 New Year’s Honours 
List for services to industry. He is also the non-executive chairman of Surgical Innovations plc.
David Baynes 
Chief Executive
Appointed to the Board of Fusion IP plc on 2 November 2004. David has previously worked at Celsis International plc from its 
incorporation to its flotation on the full list of the London Stock Exchange in 1993; Toad plc (now 21st Century Technology plc), 
which he co-founded and was responsible for taking the company from start-up to a full listing on the London Stock Exchange; 
Whereonearth Limited; and Codemasters Limited.
Stuart Gall
Commercial Director
Appointed to the Board of Fusion IP plc on 27 April 2005. Stuart has experience in both small company start-ups and public 
companies and specialises in marketing, communications and new business development. He has previously worked at British 
Airways plc, The Promotions Partnership Limited, Anvil Limited and Toad plc (now 21st Century Technology plc).
Dr Peter Grant 
Operations Director
Appointed to the Board of Fusion IP plc on 1 December 2004. Peter has a PhD in biochemistry from Cardiff University and has 
previously worked at Genzyme UK Limited, Celltech Limited, Enzymatix Limited and Celsis plc, which he co-founded and took to a 
full listing on the London Stock Exchange.
David Catton 
Non-executive Director
Appointed to the Board of Fusion IP plc on 1 December 2004. David was previously managing director of SUEL, The University 
of Sheffield’s tech transfer operation. Prior to this David worked for Ford Motor Company, British Leyland, Rank Xerox Limited and 
Cambridge Consultants Limited.
Mike Davies 
Non-executive Director
Appointed to the Board of Fusion IP plc on 29 January 2007. Mike is Director of Physical and Financial Resources at Cardiff 
University. He has gained extensive experience of Cardiff’s technology transfer activities through his role as chairman of UC3 and 
as a director/company secretary of the General Partner Board of the Cardiff Partnership Fund.
Dr Alison Fielding 
Non-executive Director
Appointed to the Board of Fusion IP plc on 29 January 2010. Alison is the Chief Technology Officer of IP Group plc. Alison co-
founded Techtran Group Limited and was the Chief Operating Officer of Techtran when it was acquired by IP Group in January 
2005. Previously, she worked for McKinsey & Co and Zeneca plc. Alison holds an MBA from Manchester Business School and  
a PhD in organic chemistry from the University of Glasgow.
Bob Rabone 
Non-executive Director
Appointed to the Board of Fusion IP plc on 31 July 2008. Bob is Chief Financial Officer of The University of Sheffield. He 
previously worked as part of the senior management team of the international law firm, Eversheds LLP and prior to that held 
several finance director positions in both public and private organisations. 
Board of Directors 12
Fusion IP plc Annual Report and Accounts 2013
The Directors present their report and the audited financial statements for the year ended 31 July 2013.
Results and dividend
Group loss for the year after taxation amounted to £1,204,000 (2012: £505,000 profit). The Directors do not recommend the 
payment of a dividend (2012: £nil).
Principal activity
The Company acts as a holding company for the Group and is incorporated by shares in England and Wales. The Company’s 
subsidiary undertakings are detailed in note 2 to the consolidated financial statements. The Group’s principal activity is the 
commercialisation of intellectual property (IP) that is developed at universities and similar establishments. 
Business review
The information, which is necessary to fulfil the requirements of the Business Review, is incorporated within the respective 
Chairman and Chief Executive Statements.
Directors
The names of the Directors who held office during the financial year are as follows:
Executive
D Baynes 
P Grant 
S Gall
Non-executive
D Liversidge CBE (Chairman)  
D Catton 
M Davies 
R Rabone  
A Fielding 
The Company Secretary is R Birtles.
Major interest in shares
As at 30 September 2013, the Company had been advised of the following shareholders with interests of 3% or more in its Ordinary 
share capital:
Name % holding
IP Group 20.1
Lansdowne Partners 16.6
Invesco 12.8
The University of Sheffield 12.5
Cardiff University 10.1
AXA Framlington 9.2
Legal & General 5.6
Directors’ interests in shares
The Directors at 31 July 2013 with interests in the share capital of the Company were as follows:
The Company – Ordinary 1p shares 31 July 2013
D Baynes 1,333,332
P Grant 1,333,332
S Gall 1,333,332
D Liversidge (Chairman) 10,000
Apart from the interests disclosed above, no Directors held interests at any time in the year in the share capital or loan stock  
of the Company or other Group companies.
The Directors’ interests in respect of options to acquire Ordinary shares are set out in the Report on the Directors’ Remuneration.
Directors’ Report 13
Fusion IP plc Annual Report and Accounts 2013
Financial instruments and risk management
The Group’s financial risk management objectives and policies, including those relating to interest rate risk, liquidity risk  
and market price risk, are provided in note 3 to the consolidated financial statements, along with further information on  
the Group’s use of financial instruments.
Creditor payment policy
The Group’s policy is to:
•  establish the payment terms with suppliers when agreeing the terms of supply;
•  ensure that suppliers are aware of the terms of payment; and 
• adhere to the agreed terms.
The Group’s average creditor payment period at 31 July 2013 was 27 days (2012: 22 days). The Company has no trade creditors.
Employee participation
The Group values the involvement of its employees and keeps them informed of matters affecting them as employees and  
on the various factors affecting the performance of the Group.
Equal opportunities
The Group endorses and supports the principles of equal employment opportunities. It is the policy of the Group to provide 
equal employment opportunities to all qualified individuals which ensures that all employment decisions are made, subject  
to legal obligations, on a non-discriminatory basis.
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant 
concerned. In the event of members of staff becoming disabled, every effort is made to ensure that the training, career development and 
promotion opportunities of disabled persons should, as far as possible, be identical with those of other employees.
Political and charitable donations
During the year the Group has made no political donations (2012: £nil), charitable donations were made of £522 (2012: £325).
Provision of information to auditor
So far as each of the Directors is aware, there is no relevant audit information of which the Group’s auditor is unaware. Each Director 
has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and 
to establish that the Group’s auditor is aware of that information.
Annual General Meeting 
The Annual General Meeting of the Group will be held at 10.30am on Friday 29 November 2013 at the offices of Ashurst LLP, 
Broadwalk House, 5 Appold Street, London EC2A 2HA. 
By order of the Board
David Baynes
Chief Executive
14 October 2013 14
Fusion IP plc Annual Report and Accounts 2013
This Report on the Directors’ Remuneration sets out the Company’s policy on the remuneration of Executive and Non-executive 
Directors, together with details of Directors’ remuneration packages and service contracts.
Remuneration Committee
For the financial year ended 31 July 2013, remuneration policy for Executive and Non-executive Directors and the determination of 
individual Executive Directors’ remuneration packages have been delegated to the Board’s Remuneration Committee comprising 
three Non-executive Directors, one of which is the Non-executive Chairman.
In setting the remuneration policy, the Remuneration Committee considers a number of factors including:
•  the basic salaries and benefits available to Executive Directors of comparable companies;
•  the need to attract and retain Directors of an appropriate calibre; 
•  the need to ensure Executive Directors’ commitment to the continued success of the Company by means of incentive schemes; and
•  the need for the remuneration awarded to reflect performance.
Remuneration of the Non-executive Directors
D Liversidge and D Catton receive remuneration for their services. The remuneration is agreed by the Board following 
recommendation by the Remuneration Committee with a view to rates paid in comparable organisations and appointments. 
They did not receive any pension or other benefits from the Company, nor did they participate in any bonus or incentive 
schemes other than share options. They each have a three-year service contract with the Company with three months’  
notice either side. After this time their appointment is reviewed annually. 
M Davies, who represents Cardiff University, R Rabone, who represents The University of Sheffield and A Fielding, who represents 
IP Group plc receive no fee for their services and as a result of this do not have service contracts.
Remuneration policy for Executive Directors
The Company’s remuneration policy for Executive Directors is to:
•  have regard to the Directors’ experience and the nature and complexity of their work in order to pay a competitive salary  
that attracts and retains management of the highest quality;
•  link individual remuneration packages to the Group’s long-term performance through the award of discretionary bonus 
schemes; and
•   provide employment-related benefits including life assurance, insurance relating to the Directors’ duties and medical insurance. 
Salaries and benefits
The Remuneration Committee meets at least once a year to consider and set the annual salaries for Executive Directors having 
regard to personal performance and information regarding the remuneration practices of companies of a similar size and of 
industry competitors. Executive Directors’ salaries were reviewed during the year and a 3% cost of living increase in Executive pay 
was approved from 1 January 2013.
Report on the Directors’ Remuneration 15
Fusion IP plc Annual Report and Accounts 2013
Directors’ service contracts
The service contracts of the Executive Directors provide for six months’ notice of termination. Other than the notice periods 
afforded to the Executive and Non-executive Directors, there are no special provisions for compensation in the event of loss 
of office. The Remuneration Committee considers the circumstances of individual cases of early termination and determines 
compensation payments accordingly.
Details of individual Directors’ service contracts are as follows:
Effective 
 contract date
Unexpired term at  
31 July
Notice  
Period
D Liversidge* (Chairman) 1 December 2004 n/a 3 months
D Baynes 26 January 2005 n/a 6 months
P Grant 26 January 2005 n/a 6 months
S Gall 1 April 2005 n/a 6 months
D Catton 1 December 2004 n/a 3 months
*  D Liversidge receives a salary from the Company for his services as Chairman. Fees for consultancy work are paid via an agreement with Quest 
Investments Limited.
The Directors are required to retire by rotation once every three years. All the Directors with the exception of R Rabone are required 
to retire by rotation and being eligible, will seek re-election at the forthcoming Annual General Meeting. 
Non-executive directorships
With the permission of the Chairman, the Executive Directors may accept appointments as non-executive directors. Where an 
Executive Director accepts an appointment to the board of a company in which the Group is a shareholder, the Group retains the 
Director’s fees. Fees earned for directorships of companies in which the Group does not have a shareholding will be retained by 
the Director.
Directors’ detailed emoluments
Details of individual Directors’ emoluments who served during the year are as follows:
Salary
£
 Fees 
£
Pension
contributions
 £
Benefits 
£
 Total
2013
 £
 Total
 2012
 £
Executive
D Baynes 172,052 – 17,205 7,587 196,844 185,087
P Grant 147,436 – 14,744 1,749 163,929 158,392
S Gall 147,436 – 14,744 1,886 164,066 158,498
Non-executive
D Liversidge (Chairman) 6,000 30,500 – – 36,500 35,000
D Catton 12,750 – – – 12,750 12,750
485,674 30,500 46,693 11,222 574,089 549,727
The pension contributions are paid into private pension plans nominated by the related Directors or can be included with the basic 
salary. During the year D Baynes chose to have accrued pension contributions amounting to £17,205 paid as basic salary.
M Davies, R Rabone and A Fielding receive no emoluments for their role as Non-executive Directors.  16
Fusion IP plc Annual Report and Accounts 2013
Directors’ interests in share options
Details of options held by Directors over the Company’s Ordinary shares of 1p are set out below:
As at
31 July 2012
As at
31 July 2013
Exercise
price
Earliest 
exercise date
Expiry  
date
D Liversidge 50,000 50,000 33.5p 31.07.12 31.07.19
D Catton 33,333 33,333 150p 28.01.08 28.01.15
D Catton 50,000 50,000 33.5p 31.07.12 31.07.19
The market price of the Company’s shares at the end of the financial year was 58.0p (2012: 46.0p) and the range of market prices 
during the year was 78.5p to 43.5p (2012: 74.0p to 22.5p).
Each option will vest monthly as to 1/36th of the Ordinary shares under option on the expiry of each month following the date of 
the grant until the third anniversary of the date of the grant when the option shall become fully vested. Any vested portion of the 
options will normally be exercisable between the expiry of the third month after the date of the grant and the tenth anniversary of 
the date of the grant. No performance conditions are required to be met. Options will become immediately exercisable in full on the 
death of the option-holder for a period of twelve months from the date of death. If an option-holder ceases to be a Non-executive 
Director of the Company for any reason other than death, his option (to the extent unexercised and unvested) will lapse. On a 
change of control or a voluntary winding-up of the Company, options may be exercised in full for a fixed period. Options will lapse 
on the expiry of ten years from their date of grant.
Until options are exercised, the option-holders have no voting or other rights in respect of the Ordinary shares under 
their options. Ordinary shares issued pursuant to the Share Option Agreements shall rank pari passu in all respects with 
the Ordinary shares already in issue except that they will not rank for any dividend or other distribution announced prior  
to the date of the exercise. Options are not transferable nor are they pensionable.
On 27 January 2005, D Baynes, P Grant and S Gall granted an option to D Liversidge entitling him to acquire 97,756 Ordinary 
shares from each of them at an aggregate exercise price of £44,000. The options can be exercised at any time prior to 27 January 
2015. D Liversidge has undertaken to the Company to indemnify it from any PAYE and employers’ national insurance contributions 
payable by the Group as a result of the exercise of any or all of these options.
Remuneration review 2013
Following the recent fundraising an independent review of senior executive long term remuneration is being conducted on behalf of 
the Remuneration Committee. It is the Remuneration Committee’s intent to consult with shareholders before any recommendations 
are implemented.
Doug Liversidge CBE
Chairman
14 October 2013 
Report on the Directors’ Remuneration continued 17
Fusion IP plc Annual Report and Accounts 2013
The Board acknowledges the importance of the Combined Code on Corporate Governance (the “Code”). Whilst the Group is not 
required to report on compliance with the Code since its shares are traded on AIM, every effort is made to comply with the Code. 
The statement below describes how principles of corporate governance have been consistently complied with by the Group 
throughout the year.
The workings of the Board and its committees
The Board
The Board currently comprises five Non-executive Directors and three Executive Directors and is responsible for the management 
of the Group. As disclosed on page 16, D Liversidge and D Catton have some share options in the Company, however the Board 
considers them to be independent because the number of share options are not considered to be material. R Rabone, M Davies 
and A Fielding by virtue of their roles with The University of Sheffield, Cardiff University and IP Group plc respectively are not 
considered to be independent Non-executive Directors. 
The Board meets at least six times a year, setting and monitoring Group strategy, reviewing trading performance, reviewing 
and agreeing on investments in spin-out companies and formulating policy on key issues. Day to day operational decisions are 
delegated to the Executive Directors. Key issues reserved for the Board include the consideration of potential investments, share 
issues and fund raising and the setting of Group strategy, City public relations and the review and evaluation of significant risks 
facing the business. 
Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services 
of the Company Secretary who is responsible for ensuring that Board procedures are followed and that applicable rules and 
regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In 
addition, procedures are in place to enable Directors to obtain independent professional advice in the furtherance of their duties if 
necessary, at the Company’s expense.
The Audit Committee
The Audit Committee comprises D Liversidge and D Catton. The Audit Committee’s remit is set out in its terms of reference and 
meets with the auditors at least once a year. The Committee assists the Board in ensuring that the Group’s published financial 
statements give a true and fair view and that, where the auditors provide non-audit services, their objectivity and independence 
is safeguarded. 
Due to the nature and size of the Group at present it would not be appropriate for the Company to have its own internal audit 
department reporting directly to the Audit Committee.
The Remuneration Committee
The Remuneration Committee comprises D Liversidge, D Catton and A Fielding. When necessary non-committee members 
are invited to attend. No Director is involved in deciding his own remuneration. The Committee is responsible for making 
recommendations to the Board on the scale and structure of remuneration for senior management, including the award of  
share options.
The Nomination Committee
The Nomination Committee comprises the Non-executive Directors and is chaired by the Chairman, D Liversidge. It meets as 
necessary and is responsible for making recommendations to the Board on the appointments of Executive and Non-executive 
Directors. When required, it is the usual practice of the Nomination Committee to employ specialist external search and 
selection consultants to assist in the appointment process for new Executive and Non-executive Directors.
Terms of reference
The terms of reference for the Audit, Remuneration and Nomination Committees are available on request from the Company Secretary. 
Corporate Governance 18
Fusion IP plc Annual Report and Accounts 2013
Relations with shareholders
Key members of the Executive Board regularly visit institutional investors and the full Board makes itself available 
to questions at all the shareholder meetings it holds. The Chief Executive reports back to the Board views of investors 
obtained at analysts’ and brokers’ briefings. The Board will use the Annual General Meeting to communicate with  
private and institutional investors and welcomes their participation. 
In addition the Group operates a website, which can be found at www.fusionip.co.uk. The website contains the information about 
the Group that is required by AIM Rule 26. That information can be found under the section of the website headed Investors and 
contains, amongst other information, details on the Group and its activities, the Group’s regulatory announcements, its Annual 
Reports and Interim Reports and details of the Group’s share price.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in 
operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing  
the financial statements. Further details are provided in note 2 to the consolidated financial statements.
Internal controls
The Directors acknowledge that they are responsible for the Group’s system of internal control and for reviewing its effectiveness. 
Internal control systems are designed to meet the particular needs of the Group and the risks to which it is exposed. The internal 
control procedures are regularly reviewed on an ongoing basis to identify, evaluate and manage the significant risks faced by 
the Group. The procedures are designed to manage, rather than eliminate, risk of failure to achieve business objectives and can 
only provide reasonable but not absolute assurance against material misstatement or loss.
The key procedures which the Directors have established with a view to providing effective internal control are as follows:
•  the Board has overall responsibility for the Group and there is a formal schedule of matters specifically reserved for decision 
by the Board. Each Executive Director has been given responsibility for specific aspects of the Group’s affairs. The Executive 
Directors meet monthly to discuss operational matters including management and technical reports, government and fiscal 
policy issues, employment and information technology and cash control procedures; 
•  the Directors have established control procedures in response to key risks. Standardised financial control procedures operate 
throughout the Group to ensure the integrity of the Group’s financial statements. The Board has established procedures for 
authorisation of capital and revenue expenditure; and
•  the Board reviews the Group’s performance against detailed budgets and working capital forecasts on a bi-monthly basis. 
Corporate and social responsibility
Policy statement
Fusion aims to conduct its business in a socially responsible manner, to contribute to the communities in which it operates and 
to respect the needs of its employees and all of its stakeholders.
Business review
The principal activity of the Group is the commercialisation of intellectual property generated at its partner universities, mainly 
through the formation of, and investment in, spin-out companies. During the year the Group employed an average of 15 people 
including Non-executive Directors. The Group seeks to conduct its business in a socially responsible manner and endeavours to 
maintain integrity and professionalism and to have due regard to all of its stakeholders, university partners, employees, suppliers 
and businesses in which it invests.
The Group actively looks for opportunities to invest in inventions that have the potential to improve lives and the environment that 
we live in. This is shown in the current portfolio of companies which include many in healthcare and those helping to generate 
clean energy through efficiency, reliability and reduction in greenhouse gas emissions.
Corporate Governance continued 19
Fusion IP plc Annual Report and Accounts 2013
In healthcare many of our companies are seeking to develop therapeutics and diagnostics across a wide range of disease/infection 
areas including cancer, MRSA and most recently Pulmonary Arterial Hypertension (PAH) alongside those companies aiming to 
improve lives via novel approaches to drug delivery (Diurnal) and safer, more efficient medical procedures (Asalus, Medaphor).
Physical science companies are developing technology that looks to reduce energy requirements in certain processes 
including light generation (Seren), various engineering applications and chemical processes. One of our engineering 
companies has recently joined The Proving Factory, an organisation aiming to bridge the gap between low carbon proof  
of concept prototypes and the requirements of vehicle manufacturers. 
Our business ethics and social responsibility
The Group seeks to conduct all of its operating and business activities in a socially responsible manner and, in all such activities, 
for its directors and employees to maintain integrity and professionalism, to be commercial and fair and to have due regard to 
the interest of all of its stakeholders including investors, university partners, investment partners, employees, suppliers and the 
businesses in which the Group invests.
Statement of the Directors’ responsibilities in respect of the Annual Report, Directors’ Report and the Financial Statements
The Directors are responsible for preparing the Annual Report, Directors’ Report and the Group and Parent Company financial 
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare group and parent company financial statements for each financial year. As required 
by the AIM rules of the London Stock Exchange they are required to prepare the group financial statements in accordance with 
IFRS as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance 
with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). 
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 Group and Parent Company and of their profit or loss for that period. In preparing each of the 
Group and Parent Company financial statements, the Directors are required to:
•  select suitable accounting policies and then apply them consistently;
•  make judgements and estimates that are reasonable and prudent;
•  for the Group financial statements, state whether they have been prepared in accordance with IFRS as adopted by the EU;  
for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject 
to any material departures disclosed and explained in the financial statements; and
•  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent 
Company will continue in business. 
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s 
transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to 
ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps 
as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s 
website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in 
other jurisdictions. 20
Fusion IP plc Annual Report and Accounts 2013
We have audited the financial statements of Fusion IP plc for the year ended 31 July 2013 set out on pages 21 to 47. The financial 
reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the 
preparation of the Parent Company financial statements is applicable law and UK Accounting Standards (UK 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.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of the Directors’ Responsibilities set out on page 19, the Directors are responsible for the 
preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and 
express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK  
and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at  
www.frc.org.uk/auditscopeukprivate
Opinion on financial statements
In our opinion:
•  the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at  
31 July 2013 and of the Group’s loss for the year then ended; 
•  the Group financial statements have been properly prepared in accordance with IFRS as adopted by the EU; 
•  the Parent Company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting 
Practice; and 
•  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are  
prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in  
our opinion:
•  adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been 
received from branches not visited by us; or
•  the Parent Company financial statements are not in agreement with the accounting records and returns; or
•  certain disclosures of Directors’ remuneration specified by law are not made; or
•  we have not received all the information and explanations we require for our audit.
David Morritt (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
KPMG Leeds 
1 The Embankment 
Neville Street 
Leeds 
LSI 4DW
14 October 2013
Independent Auditors’ Report 
to the members of Fusion IP plc 21
Fusion IP plc Annual Report and Accounts 2013
Note
2013
 £000
2012
 £000
Revenue and portfolio return
Revenue 5 540 705
Dividend income 19 19
Change in fair value of investments 15 1,108 3,567
Gain on disposal of investments/subsidiaries 15 1,368 459
3,035 4,750
Operating expenses
– corporate operating expenses (1,785) (1,708)
– subsidiary spin-out operating expenses (628) (656)
– amortisation of intangible assets 14 (1,988) (1,996)
6 (4,401) (4,360)
Results from operating activities 6 (1,366) 390
Finance income 10 220 177
Finance expenses 10 (58) (62)
(Loss)/Profit before taxation (1,204) 505
Taxation 11 – –
(Loss)/Profit and total comprehensive (loss)/profit for the year (1,204) 505
Attributable to:
– owners of the parent (959) 669
– non-controlling interests 20 (245) (164)
(1,204) 505
Basic and fully diluted (loss)/profit per share 12 (1.14)p 1.00p
Consolidated Statement of Comprehensive Income
for the year ended 31 July 2013 22
Fusion IP plc Annual Report and Accounts 2013
Note
2013
 £000
2012
 £000
Assets
Non-current assets
Property, plant and equipment 13 17 12
Intangible assets 14 7,448 9,446
Investments 15 24,983 19,763
Total non-current assets 32,448 29,221
Current assets
Trade and other receivables 16 929 1,055
Deposits 17 – 2,000
Cash and cash equivalents 17 21,288 3,923
Total current assets 22,217 6,978
Total assets 54,665 36,199
Equity 
Called up share capital 18 1,094 728
Share premium 18 63,529 44,486
Other reserves 19 3 125
Retained earnings (12,518) (11,848)
Equity attributable to equity holders of the parent 52,108 33,491
Non-controlling interests 20 – –
Total equity 52,108 33,491
Non-current liabilities
Amounts owed to related parties 21 2,354 2,337
Current liabilities
Trade and other payables 22 203 371
Total liabilities 2,557 2,708
Total equity and liabilities 54,665 36,199
These financial statements were approved by the Board of Directors on 14 October 2013 and were signed on its behalf by  
the Chairman.
Doug Liversidge CBE
Chairman
Fusion IP plc – registered number 5275732
Consolidated Statement of Financial Position
as at 31 July 2013 23
Fusion IP plc Annual Report and Accounts 2013
2013
 £000
2012
 £000
Cash flows from operating activities
(Loss)/Profit for the year (1,204) 505
Adjustments for:
– depreciation of property, plant and equipment 7 12
– amortisation of intangible assets 1,988 1,996
– net finance income (162) (115)
– share-based payments – 32
– dividend income (19) (19)
– gain on disposal of investments/subsidiaries (642) (459)
– change in fair value of investments (1,834) (3,567)
Changes in working capital:
– decrease/(increase) in trade and other receivables 126 (442)
– decrease in trade and other payables (168) (9)
Net cash flows used in operating activities (1,908) (2,066)
Cash flows from investing activities
Purchase of property, plant and equipment (12) (8)
Purchase of investments (2,592) (2,885)
Proceeds from sale of investments – 3,937 
Third party investment into subsidiary spin-out companies 351 –
Cash transfers from/(to) longer-term bank deposits 2,000 (2,000)
Dividend income 19 19
Interest received 220 177
Net cash flows used in investing activities (14) (760)
Cash flows from financing activities
Proceeds from issue of share capital 20,035 5,026
Share issue costs (748) (239) 
Net cash flows from financing activities 19,287 4,787
Net increase in cash and cash equivalents 17,365 1,961
Cash and cash equivalents at the beginning of the year 3,923 1,962
Cash and cash equivalents at the end of the year 21,288 3,923
Consolidated Statement of Cash Flows
for the year ended 31 July 2013 24
Fusion IP plc Annual Report and Accounts 2013
Consolidated Statement of Changes in Equity
for the year ended 31 July 2013
Attributable to equity holders of the Group
Share
capital
£000
Share
premium
£000
Other 
reserves
£000
Retained
earnings
£000
Total
£000
Non-
controlling
interests
£000
Total
£000
At 1 August 2011 542 39,034 3 (12,347) 27,232 – 27,232
Profit and total comprehensive 
profit for the year – – – 669 669 (164) 505
Non-controlling interest 
attributable to the Group – – – (202) (202) 202 –
Issue of share capital 186 4,783 – – 4,969 – 4,969
Share-based payments – – – 32 32 – 32
Part disposal of subsidiaries – – – – – (38) (38)
Movement in shares to be issued – 669 122 – 791 – 791
At 31 July 2012 728 44,486 125 (11,848) 33,491 – 33,491
Loss and total comprehensive 
loss for the year – – – (959) (959) (245) (1,204)
Non-controlling interest 
attributable to the Group – – – 289 289 (289) –
Issue of share capital 366 18,996 (75) – 19,287 – 19,287
Disposal of subsidiaries – – – – – 534 534
Movement in shares to be issued – 47 (47) – – – –
At 31 July 2013 1,094 63,529 3 (12,518) 52,108 – 52,108 25
Fusion IP plc Annual Report and Accounts 2013
1. General information
Fusion IP plc is a public limited company which is listed on AIM, part of the London Stock Exchange, and is incorporated and 
domiciled in the UK. The address of its registered office is The Sheffield Bioincubator, 40 Leavygreave Road, Sheffield S3 7RD. 
The registered number of the Company is 5275732.
These consolidated financial statements are presented in Sterling which is also the currency of the primary economic environment 
in which the Group operates. The financial statements are presented in round thousands.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. 
Basis of preparation
The consolidated financial statements principally comprise a consolidation of amounts included in the financial statements of 
the following companies:
Principal activity Holding Class of shares held
Fusion IP Sheffield Limited Holding company 100% Ordinary
Fusion IP Cardiff Limited Holding company 100% Ordinary
Biofusion Licensing (Sheffield) Limited* Dormant 100% Ordinary
Mantelum Limited* Dormant 100% Ordinary
Resagen Limited* Orphan drug 100% Ordinary
Rhedyn Limited* Cancer diagnostics 100% Ordinary
Wound Genetics Limited* Advanced wound care 100% Ordinary
BioHydrogen Limited* Dormant 60% Ordinary
Extraject Technologies Limited* Microneedle technology 60% Ordinary
Medella Therapeutics Limited* Cancer therapeutics 60% Ordinary
PH Therapeutics Limited* Antibody therapies 60% Ordinary
Proflu Limited* Novel new pharmaceuticals 60% Ordinary
Lifestyle Choices Limited* Dormant 51% Ordinary
* Indirectly held.
All companies are incorporated in England and Wales.
The consolidated financial statements of Fusion IP plc have been prepared in accordance with International Financial  
Reporting Standards (“IFRS”) as adopted by the EU. The Company has elected to prepare its Parent Company financial statements 
in accordance with UK GAAP and these are presented on pages 45 to 47.
The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation 
of certain financial assets at fair value through profit and loss, as required by IAS 39 “Financial Instruments: Recognition 
and Measurement”.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It  
also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving 
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial 
statements are disclosed in note 4.
Notes to the Consolidated Financial Statements
for the year ended 31 July 2013 26
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
2. Summary of significant accounting policies continued
Change in accounting policies
(i) New standards, amendments and interpretations effective for the first time in the year ended 31 July 2013
The following new standards, amendments and interpretations have become effective for the current financial year.  
These changes have not had a significant impact on the Group:
• IAS 1 (amended): Presentation of Financial Statements, presentation of other comprehensive income
• IAS 12 (amended): Income Taxes, recovery of underlying assets
(ii) Standards, amendments and interpretations not yet effective
At the date of approval of these financial statements, the following standards, amendments and interpretations which have not been 
applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the EU): 
• Amendments to IFRS 1: First time adoption of IFRS – Government loans
• Amendments to IFRS 1: First time adoption of IFRS – Severe hyperinflation and removal of fixed dates for first time adopters
• IFRS 9: Financial Instruments and subsequent amendments 
• IFRS 10: Consolidated Financial Statements 
• IFRS 11: Joint Arrangements
• IFRS 12: Disclosure of Interests in Other Entities 
• Amendments to IFRS 10, 11, 12: Transitional guidance
• Amendments to IFRS 10, 12 and IAS 27: Investment entities
• IFRS 13: Fair Value Measurement
• IAS 19 (revised): Employee Benefits 
• IAS 27 (revised): Separate Financial Statements
• IAS 28 (revised): Investments in Associates and Joint Ventures 
• Amendments to IAS 32 and IFRS 7: Financial Instruments, on asset and liability offsetting
• Amendments to IAS 36: Recoverable amount disclosures for non-financial assets
• Amendments to IAS 39: Novation of derivatives and continuation of hedge accounting
• IFRIC 20: Stripping costs in the production phase of a surface mine
• IFRIC 21: Levies
• Amendments resulting from Annual Improvements 2009-2011 Cycle
At this point in time it is not expected that these standards will have a significant impact on the Group financial statements with the 
exception of IFRS10 & IFRS11, which may impact on the criteria by which we assess which companies the Group will consolidate. 
The Board are aware of the effective date and are reviewing the potential impact on the Group financial statements. 27
Fusion IP plc Annual Report and Accounts 2013
Going concern
The Group’s business, together with the factors likely to affect its future development, performance and financial position are  
set out in the Chief Executive’s Review on pages 3 to 8. The financial position of the Group, its cash flows, and its liquidity position 
are described in the Financial Review on pages 9 to 10. 
The Group has cash and deposit balances as at 31 July 2013 of £21,288,000. The Directors have prepared and review on a 
regular basis financial forecasts based upon assumptions as to funding, investments in new and existing spin-out companies 
and the realisation of assets, along with other factors known to have a significant impact on results. Based upon these the 
Directors have concluded that the Group has adequate working capital and cash balances to operate for the foreseeable  
future and that it is appropriate to use the going concern basis of preparation for this financial information.
Basis of consolidation
Subsidiaries
The Group’s consolidated financial statements consist of Fusion IP plc and all of its subsidiaries. The consolidated financial 
statements exclude intra-group transactions.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continues 
through to the date control ceases. Control consists of the power to govern the financial and operating policies of the entity in order to 
obtain benefit from its activities, usually by holding more than 50% of the voting rights or by way of contractual agreement.
The cost of acquisition is measured at fair value of assets given, equity instruments issued and liabilities incurred or assumed at 
the date of exchange. Costs directly attributable to the transaction are expensed as incurred. The excess of the cost of acquisition 
over the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities is recorded as goodwill. If the 
cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in 
the statement of comprehensive income.
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and other 
components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in the statement 
of comprehensive income. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value 
at the date that control is lost. Subsequently it is accounted for as a spin-out investment as detailed below.
Spin-out investments
Spin-out investments are entities over which the Group has significant influence, but not control, generally accompanied by 
a shareholding of less than 50% of the equity or voting rights. Spin-out investments that are held by the Group with a view to 
the ultimate realisation of capital gains are accounted for in accordance with IAS 39 “Financial Instruments: Recognition and 
Measurement” and upon initial recognition are designated at fair value through profit or loss. This treatment is permitted by IAS  
28, in which investments held by entities which are akin to venture capitalist organisations can be excluded from its scope.
Dilution gains and losses arising in spin-out investments are recognised in the statement of comprehensive income.
Dividends received from spin-out investments are recognised in the statement of comprehensive income in the period in  
which they are received.
Loan investments
Loan investments are generally unquoted loan instruments, which are convertible to equity at a future point in time. Such instruments 
are considered to be hybrid instruments containing a fixed rate of debt host contract with an embedded equity derivative. The 
Group designates the entire hybrid contract at fair value through the statement of comprehensive income on initial recognition and 
accordingly, the embedded derivative is not separated from the host contract and accounted for separately. The fair value of loan 
instruments is established by calculating the present value of expected future cash flows associated with the instrument.
Transactions with minority shareholders – “economic entity approach”
The Group applies a policy of treating transactions with non-controlling interests as transactions with equity owners of the  
Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired 
of the carrying value of net assets of the subsidiary is deducted from equity. Gains or losses on disposals to non-controlling interests 
are also recorded in equity. For disposals to non-controlling interests, differences between any proceeds received and the relevant 
share of non-controlling interests are also recorded in equity. 28
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
2. Summary of significant accounting policies continued
Operating segments 
An operating segment is a group of assets and operations, which are identified on the basis of internal reports that are  
regularly reviewed by the Board, which analyse the Group in order to allocate resources to the segment and to assess its 
ongoing performance.
Property, plant and equipment
All property, plant and equipment is shown at cost less depreciation and impairment. Depreciation is provided to write  
off the cost, less the estimated residual value, by equal instalments over the estimated useful economic lives as follows:
Computer equipment – 4 years 
Office/laboratory equipment – 3 to 5 years 
Demonstration prototypes – 2 to 3 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Gains  
and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within  
the statement of comprehensive income.
IP rights
IP rights comprise IP, patents and licences purchased by the Group together with the IP pipelines with Cardiff University and 
The University of Sheffield. The Group’s view is that these assets have a finite life of ten years and to that extent they should be 
amortised over their respective unexpired periods with provision made for any impairment when required. IP rights are tested 
annually for impairment and are carried at cost less accumulated impairment losses.
Impairment of intangible assets
Assets that are subject to amortisation are tested for impairment annually as a matter of policy. An impairment loss is recognised 
for the amount by which the carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s 
fair value less costs to sell and the value in use. For the purposes of assessing impairments, assets are grouped at the lowest levels 
for which there are largely independent cash flows (cash-generating units (CGUs)).
Research and development expenditure
Expenditure on research activities is recognised in the statement of comprehensive income as an expense as incurred.
Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the 
Group intends to, and has the technical ability and sufficient resources to, complete development and if the Group can measure 
reliably the expenditure attributable to the intangible asset during its development. The expenditure capitalised includes the  
cost of materials, direct labour and an appropriate proportion of overheads. Other development expenditure is recognised in  
the statement of comprehensive income as an expense as incurred.
Financial assets
The Group classifies its financial assets into one of the categories listed below, depending on the purpose for which the asset was 
acquired. None of the Group’s assets are categorised as held to maturity or available for sale.
In respect of regular purchases and sales, these are recognised on the trade-date – the date on which the Group commits to 
purchasing or selling the asset. Financial assets are derecognised when the rights to receive cash flows from the assets have 
expired or the Group has transferred substantially all risks and rewards of ownership.
Financial assets at fair value through profit or loss
Spin-out investments and associated loans that are held by the Group with a view to the ultimate realisation of capital gains are 
designated as financial assets at fair value through profit and loss. Realised and unrealised gains on financial assets at fair value 
through profit or loss are included in the statement of comprehensive income in the period they arise.
Cost
Where the investment being valued was itself made recently, its cost may provide a good indication of fair value unless there is 
objective evidence that the investment has since been impaired, such as observable data suggesting deterioration of the financial, 
technical, or commercial performance of the underlying business. 29
Fusion IP plc Annual Report and Accounts 2013
Price of recent investment
The fair value of unlisted securities is established using IPEVCV guidelines. The valuation methodology used most commonly  
by the Group is the “price of recent investment”. The following considerations are used when calculating the fair value using  
the price of recent investment guidance:
• where the investment being valued was itself made recently, its cost will generally provide a good indication of fair value;
• where there has been any recent investment by third parties, the price of that investment will provide a basis for the valuation; and
•  where a fair value cannot be estimated reliably the investment is reported at cost unless there is evidence that the investment 
has since been impaired.
Other valuation techniques
Where spin-out investments are trading profitably and cash generative there is usually no readily ascertainable value from following 
the “price of recent investment” methodology. In these circumstances the Group considers alternative methodologies in the 
IPEVCV guidelines, such as discounted cash flows (“DCF”) or price-earnings multiples. DCF involves estimating the fair value 
of business by calculating the present value of expected future cash flows, based on the most recent forecasts in respect of the 
underlying business. 
When using the earnings multiple methodology, earnings before interest and tax (“EBIT”) are generally used, adjusted to a 
maintainable level. A suitable earnings multiple is derived from an equivalent business or group of businesses, for which the 
average price-earnings multiple for the relevant sector index can generally be considered a suitable proxy. This multiple is 
applied to earnings to derive an enterprise value which is then discounted to reflect non-marketability and other risks inherent  
to businesses in early stages of operation.
Other receivables
Other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. 
They are included in current assets and comprise “trade and other receivables”, “deposits” and “cash and cash equivalents”. They 
are carried at cost less any provision for impairment.
Deposits
Deposits comprise longer term deposits held with financial institutions with an original maturity of greater than three months.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits held with financial institutions with an original maturity of 
three months or less.
Payments on account
Payments on account are recorded within trade and other receivables and represent the transfer of funds in advance to The 
University of Sheffield held on the balance sheet of Fusion IP Sheffield Limited. The payments on account are held at cost, less 
any amounts transferred to investments on account of the acquisition of interests in spin-out companies or the transfer of IP from 
The University of Sheffield.
Trade and other payables
Trade and other payables are comprised of trade payables and other short-term monetary liabilities, which are recognised at 
amortised cost. Unless otherwise indicated, the carrying amounts of the Group’s financial liabilities are a reasonable approximation 
of their fair value. 
Non-current liabilities owed to related parties
Non-current liabilities owed to related parties relate to loan notes and accrued interest due to The University of Sheffield and 
Cardiff University arising from the purchase of the Group’s interest in its portfolio of spin-out companies. These amounts are 
repayable on the earlier of the sale by Fusion of the underlying share capital in the Company, or the Company making dividend 
payments, or ten years from the day of issue should the spin-out company generate a return. These amounts are only payable to 
the extent that any gain or dividend is received by Fusion, and can be cancelled by Fusion by the return of the shares to which they 
relate to The University of Sheffield or Cardiff University respectively. They are recognised at amortised cost, which is a reasonable 
approximation of fair value. 30
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
2. Summary of significant accounting policies continued
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown  
in equity as a deduction, net of tax, from the proceeds.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating 
leases. Payments made under operating leases are charged to the income statement on a straight line basis over the period of 
the lease.
Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in the statement of 
comprehensive income except to the extent that it relates to a business combination, or items recognised directly in equity or  
in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or 
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable 
also includes any tax liability arising from the declaration of dividends.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
•  temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that 
affects neither accounting nor taxable profit or loss;
•  temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that 
they will not reverse in the foreseeable future; and
• taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based  
on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they 
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to 
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is 
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each 
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Employee benefits
Pension obligations
The Group does not operate any pension schemes for employees but makes contributions to employee personal pension schemes 
on an individual basis. The Group has no further payment obligations once the contributions have been paid. The contributions 
are recognised as employee benefit expenses when they are due.
Share-based payments
Share-based incentive arrangements are provided to Directors and certain employees. Share options granted are valued at the 
date of grant using the Black-Scholes option pricing model and are expensed on a straight line basis over the vesting period to 
operating profit. 31
Fusion IP plc Annual Report and Accounts 2013
Revenue recognition
Revenue comprises:
•  fees for various advisory and fund management services which are recognised in the statement of comprehensive income when 
the related services are performed and when considered recoverable; and
•  licence fees which are recognised in full upon signing once all the Group’s obligations have been completed, in accordance with 
the substance of the agreement.
Corporate operating expenses
Corporate operating expenses reflect the costs associated with running the central functions of the Group. The costs are 
contained within the Parent Company, Fusion IP plc and the two wholly owned subsidiaries; Fusion IP Sheffield Limited and 
Fusion IP Cardiff Limited.
Subsidiary spin-out operating expenses
Subsidiary spin-out operating expenses reflect the costs associated with running the early stage spin-out companies in the period 
from when they are first incorporated through to when they have completed third-party venture capital funding which then dilutes 
the Group’s holding below 50% of the equity or voting rights. At this stage the spin-out company is then de-consolidated and 
accounted for as a financial asset at held fair value.
3. Financial risk management
In the normal course of business, the Group uses certain financial instruments including cash, equity investments and loans to 
its portfolio of spin-out companies. Loans to spin-out companies are treated on the same basis as equity for valuation purposes. 
Risk management objectives
The Group is exposed to a number of risks through the performance of its normal operations. The most significant are liquidity and 
market price risk. Income from surplus funds is dependent on market interest rates.
The Group’s main objective in using financial instruments is to promote the commercialisation of IP held by technology businesses 
through the raising and investing of funds for this purpose. The Group’s policies in calculating the nature, amount and timing of 
investments are determined by planned future investment activity.
Due to the nature of the Group’s activities, the Directors do not consider it necessary to use derivative financial instruments to 
hedge the Group’s exposure to fluctuations in interest rates, as these exposures have not been significant during the period 
covered by this report.
Interest rate risk profile of financial liabilities
The Group’s trade and other payables consist of short-term payables, therefore disclosures have been excluded. The amounts  
owed to related parties falling due after more than one year generally relates to loan notes and accrued interest due to The 
University of Sheffield and Cardiff University arising from the purchase of the Group’s interest in its portfolio of spin-out  
companies. These amounts are interest bearing at a rate which tracks the London Interbank Offered Rate (LIBOR).
Borrowing facilities
The Group had no undrawn committed borrowing facilities available during the period.
Currency exposures
The Group occasionally enters into transactions in currencies other than Sterling. Any exposure to fluctuations in market 
currency exchange rates is considered immaterial from a Group perspective. Therefore no sensitivity analysis has been  
prepared in relation to this risk. 32
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
3. Financial risk management continued
Interest rate risk
The Group has directly maintained special interest bearing accounts with corporate banks at variable rates of interest related to 
LIBOR. These deposits are made on a daily basis with minimal balances held on current account. Fixed rate deposits are placed 
with corporate banks where surplus funds in excess of £1m exist and interest rates above LIBOR are available. Currently no fixed 
rate deposits are placed due to the small differential between interest rates on fixed rate deposits and those with instant access. 
The current market situation is constantly reviewed and fixed rate deposits will be held should interest rates improve sufficiently.
It is estimated that the effect of a 0.5% increase/decrease in interest rates based on the average expected cash balance for next 
year on profit before tax would be £87,000.
The Group’s cash and deposits as at 31 July 2013 amounted to £21,288,000 (2012: £5,923,000).
Liquidity risk
The Group seeks to manage financial risk, and in particular liquidity risk, ensuring that sufficient liquidity is available to meet 
foreseeable requirements and to invest surplus cash in low risk instruments with reputable institutions. 
Market price risk
The Group is exposed to risk in respect of equity investments and loans to spin-out companies. The Group seeks to mitigate 
this risk by routinely monitoring the performance of the spin-out companies. The Group uses a rigorous investment appraisal 
process prior to deciding on investment. Regular spin-out company updates are provided to the Board on the status and valuation 
of investments. Most spin-out companies also have a Fusion IP plc Executive Director on their board who closely monitors the 
performance of the company against strategic milestones. The value of early stage technology and life science spin-out companies 
is affected by the ability to attract strategic industrial partners and venture capital institutions to invest in follow-on funding rounds, 
which is ultimately determined by the general economic environment and the performance of the international equity markets.
Capital management
The capital structure of the Group is a mixture of cash balances and equity comprising issued share capital and reserves as 
detailed in note 18. The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going 
concern in order to provide returns for shareholders and benefits for other stakeholders. The Group looks to achieve this by 
endeavouring to invest in the right opportunities at the right time, balancing cash requirements with forecasts of future cash inputs.
The Group does not currently utilise debt within its capital structure. Additional cash and cash equivalents for operating and 
investment requirements are generated through the issue of new shares when required.
There were no changes in the Group’s approach to capital management during the year. 
4. Critical accounting estimates and judgements
In the process of applying the Group’s accounting policies, which are set out in note 2, the Directors have made certain judgements 
that have a significant effect on the amounts recognised in the financial statements. The Group makes estimates and assumptions 
concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates 
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within 
the next financial year are described below.
Valuation of unquoted equity investments
The judgements required to determine the appropriate valuation methodology of unquoted equity investments means there is a 
risk of material adjustment to the carrying amounts of assets and liabilities. These judgements include a decision whether or not to 
impair valuations. These judgements are by nature more subjective when investments have experienced a period of time between 
funding rounds.
Valuations of unquoted equity investments are based on the last external funding round where one has taken place, otherwise 
at cost, less any provision for impairment if the most recent external funding round establishes a valuation lower than the cost  
to the Group. 33
Fusion IP plc Annual Report and Accounts 2013
Where unquoted equity investments are trading profitably and cash generative they will be valued using either DCF or price-
earnings multiples, which will be discounted to reflect non-marketability and other risks inherent to businesses in early stages of 
operation. The estimates included in these valuations are inherently subjective, especially where assigning non-marketability and 
risk discounts to unique companies. These valuations are reviewed on a regular basis based on the trading performance of the 
companies and decisions on whether to increase or impair the carrying value are reviewed by the Directors.
Valuation of intangible IP rights
It is Group policy to test, at least annually, whether the IP rights have suffered any impairment. There are a number of variable 
assumptions set out in note 14. The Directors consider that for each of these variables there is a wide range of reasonably 
possible alternative values, which result in a wide range of fair value estimates for the IP rights agreement. None of these 
estimates of fair value is considered more appropriate or relevant than any other. As a result of this, the Directors’ view is that  
the IP rights should be amortised over the ten-year life of the agreement with provision made for any impairment when required. 
Subsidiaries and spin-out investments
At the point of investing in a new spin-out company the Directors consider the definitions of a subsidiary and a spin-out investment 
as set out in note 2. The judgements over control of the company are assessed through:
• proportion of voting rights held;
• power to govern policies of the entity; and
• power to appoint a majority of board members.
Whilst generally considered to be a largely non-judgemental area, the choice between subsidiary or spin-out investment has 
a material impact on the financial statements. The Directors do not consider that there have been any decisions requiring the 
application of significant judgement in the current period. 
5. Operating segments
For the year ended 31 July 2013 and the year ended 31 July 2012 the Group’s revenue and profit or loss was derived from its principal 
activity which encompasses technology transfer, company incubation and early stage venture capital. The Group’s Board, which is 
considered to be the Group’s chief operating decision maker, have undertaken a review of the Group’s operations and its associated 
business risks and consider the performance of the business as one reportable segment. The portfolio of investments is reviewed with 
no differentiation made based on the market sector of the company or whether the company originated from the Sheffield or Cardiff 
IP pipeline. No distinction is made between the assessment of subsidiaries and spin-out companies.
The principal activity of the Group is based solely within the UK hence no geographical analysis is presented.
The disclosures for the reportable segment is therefore given by the primary financial statements and related notes. There are 
no material differences between the segment information as presented to the chief operating decision maker, and the financial 
information is presented under IFRS as adopted by the EU.
6. Results from operating activities
Results from operating activities have been arrived at after charging the following operating expenses:
 2013
£000
 2012
£000
Depreciation on property, plant and equipment 7 12
Amortisation of intangible assets 1,988 1,996
Employee costs (see note 8) 1,019 994
Net operating leases – property 40 30
Payments to The University of Sheffield/Cardiff University for IP mining 306 315
Research, development and patent costs 433 540
Legal, professional, insurance and advisory costs 253 205
Administration and marketing costs 355 268
4,401 4,360 34
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
7. Auditors’ remuneration
During the year the Group obtained the following services from the Group’s auditors:
 2013
£000
 2012
£000
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts 19 18
Fees payable to the Company’s auditors and their associates for other services:
– the audit of the Company’s subsidiary spin-out companies 2 3
8. Employee costs
 2013
£000
 2012
£000
Wages and salaries 853 798
Social security costs 108 107
Pension costs – contributions to money purchase plans 58 57
Share-based payments – 32
1,019 994
Average monthly number of persons (including Non-executive Directors) employed:
 2013
Number
 2012
Number
Central corporate functions 14 13
Subsidiary spin-out companies 1 1
15 14
9. Share-based payments
Share option schemes
The Company has share option schemes for both Directors and certain employees. Details of the share options held by Directors 
are set out within the Report on Directors’ Remuneration. 
Each option will vest monthly as to 1/36th of the Ordinary shares under option on the expiry of each month following the date of 
the grant until the third anniversary of the date of the grant when the option shall become fully vested. Any vested portion of the 
options will normally be exercisable between the expiry of the third month after the date of the grant and the tenth anniversary of 
the date of the grant. No performance conditions are required to be met. Options will become immediately exercisable in full on 
the death of the option-holder for a period of twelve months from the date of death. If an option-holder ceases to be employed 
by the Company for any reason other than death, his option (to the extent unexercised and unvested) will lapse, unless under the 
discretion of the board they are allowed to continue. On a change of control or a voluntary winding-up of the Company, options may 
be exercised in full for a fixed period. Options will lapse on the expiry of ten years from their date of grant. 
Until options are exercised, the option-holders have no voting or other rights in respect of the Ordinary shares under their options. 
Ordinary shares issued pursuant to the Share Option Agreements shall rank pari passu in all respects with the Ordinary shares 
already in issue except that they will not rank for any dividend or other distribution announced prior to the date of the exercise. 
Options are not transferable nor are they pensionable. 35
Fusion IP plc Annual Report and Accounts 2013
Warrants
On 23 March 2006, as part of a £10m Side Fund Agreement, Fusion issued warrants to NPI Ventures. Since this date the warrants 
have changed ownership and last year we were informed that they are currently held by a private equity firm. The warrants 
outstanding are as follows:
• 1,225,000 Ordinary shares with an exercise price of £1.50;
• 1,225,000 Ordinary shares with an exercise price of £1.60;
• 612,500 Ordinary shares with an exercise price of £1.80; and
• 612,500 Ordinary shares with an exercise price of £2.20.
Movements and fair value
The movements relating to share options and warrants during the year are set out below:
2013 2012
Number of 
 share options
Number of 
warrants
Number of  
share options
Number of 
warrants
Outstanding at the beginning of the period 644,999 3,675,000 699,999 –
Reinstated during the period – – – 3,675,000
Exercised during the period (105,000) – (55,000) –
Outstanding at the end of the period 539,999 3,675,000 644,999 3,675,000
105,000 share options were exercised during the year, the exercise price per share was 33.5p and the weighted average market 
share price at the time of exercise was 60.9p. 
The fair values are determined by using the Black-Scholes option pricing model and the assumptions used at the fair value 
measurement date are shown in the table below:
Employees Directors Directors Others* Others* Warrants
Fair value at grant date 14.43p 47.24p 15.65p 47.24p 15.65p 43.98p to 18.83p
Share price at grant 33.50p 150.00p 33.50p 150.00p 33.50p 152.25p
Dividend yield 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Expected volatility 42.17% 18.52% 42.20% 18.52% 42.20% 18.85%
Expected life 4 years 1.5 years 6 years 1.5 years 6 years 2.5 years
Risk free interest rate 3.00% 4.46% 3.00% 4.46% 3.00% 4.28%
Number of shares under option 270,000 33,333 100,000 66,666 70,000 3,675,000
*Others reflects share options held by the Company Secretary and the spouse of T Atkinson (deceased)
The expected volatility was benchmarked against the FTSE AIM All Share Index on those options issued on 31 July 2010 and for 
the previous options against an index of similar companies in the Biotech Index as no historic data was available for the Company 
at the grant date.
The fair value of any outstanding share-based options and warrants are recognised as an expense through the profit and loss 
account over the relevant vesting periods. The charge in the current year was £nil (2012: £32,000). 36
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
10. Finance income and expenses
 2013
£000
 2012
£000
Finance income
Interest income on bank deposits 122 26
Interest income on loans to spin-out investments 98 151
220 177
Finance expenses
Interest payable on loans from related parties (58) (62)
(58) (62)
Net finance income 162 115
11. Taxation
 2013
£000
2012
£000
Current tax – –
Deferred tax – –
– –
Deferred tax assets of £4,570,000 (2012: £3,943,000) from unutilised tax losses have not been recognised as the  
Directors consider there to be sufficient uncertainty over the availability of future taxable profits from which the trading  
losses can be deducted.
The Directors believe that the Group will qualify for the Substantial Shareholder Exemption (SSE) and therefore no deferred  
tax is provided for in respect of the fair value uplifts in valuation of certain of the equity investments. 
Corporation tax is calculated at a rate of 20% (2012: 20%) of the estimated assessable profit for the period. 
The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:
 2013
£000
2012
£000
(Loss)/Profit before tax (1,204) 505
Current tax at 20% (2012: 20%) (241) 101
Effects of:
– expenses not deductible for tax purposes (672) (120)
– depreciation in excess of capital allowances (1) 1
– UK research and development tax credits 16 (29)
– non taxable gains – (768)
– tax losses carried forward 898 815
Total tax charge – – 37
Fusion IP plc Annual Report and Accounts 2013
12. Earnings per share
2013 2012
(Loss)/Profit attributable to the equity holders of the parent (£959,000) £669,000
Weighted average number of Ordinary shares in issue 84,142,368 66,626,200
Basic and fully diluted (loss)/profit per share (1.14)p 1.00p
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the parent by the weighted 
average number of Ordinary shares in issue during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares outstanding to  
assume conversion of all dilutive potential Ordinary shares according to IAS 33. Dilutive potential Ordinary shares include 
granted share options and warrants where the exercise price is less than the average market price of the Company’s  
Ordinary shares during the year.
IAS 33 requires presentation of diluted earnings per share when a company could be called upon to issue shares that would 
decrease net profit or increase net loss per share. Only options or warrants that are “in the money” are treated as dilutive and net 
loss per share would not be increased by the exercise of such options or warrants. Therefore no adjustment has been made to 
dilute earnings per share for any outstanding shares options or warrants.
13. Property, plant and equipment
Office and  
computer  
equipment 
£000
Cost
At 1 August 2012 87
Additions 12
Disposals (18)
At 31 July 2013 81
Accumulated depreciation
At 1 August 2012 (75) 
Charge for the year (7) 
Disposals 18
At 31 July 2013 (64)
Net book value
At 31 July 2013 17
Cost
At 1 August 2011 79
Additions 8
At 31 July 2012 87
Accumulated depreciation
At 1 August 2011 (63)
Charge for the year (12)
At 31 July 2012 (75) 
Net book value
At 31 July 2012 12
  38
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
14. Intangible assets
IP rights and 
patent/licences
£000
Cost
At 1 August 2012 19,893
Disposals (23)
At 31 July 2013 19,870
Accumulated amortisation
At 1 August 2012 (10,447)
Amortisation charge (1,988)
Disposals 13
At 31 July 2013 (12,422)
Net book value
At 31 July 2013 7,448
Cost
At 1 August 2011 19,893
At 31 July 2012 19,893
Accumulated amortisation
At 1 August 2011 (8,451)
Amortisation charge (1,996)
At 31 July 2012 (10,447)
Net book value
At 31 July 2012 9,446
Recoverable amount of The University of Sheffield and Cardiff University IP pipeline rights
The following key variables are relevant in determining a recoverable amount for the IP pipeline rights:
• the timing and number of spin-out companies from both universities;
• dilution of percentage shareholding rates as a result of financing related spin-out companies in the future;
• disposal values and timings; and
• discount factors of 6–8% (2012: 6–8%).
Each year the Directors review the IP pipeline rights for any evidence of impairment. This review is based on a discounted cash 
flow model which looks at historic information based on the key variables noted above and projects forwards over the remaining 
life of the IP pipeline rights and through to the exit of the spin-out companies. Based on the review this year, the Directors believe 
that there is no impairment of the IP rights and that the most appropriate treatment is for the IP rights to be amortised over the 
ten-year life of the agreement with provision made for any impairment when required, consistent with the treatment in the prior 
year. The carrying value of the Cardiff University IP rights amounted to £5,492,000 (2012: £7,086,000). The carrying value of The 
University of Sheffield IP rights amounted to £1,956,000 (2012: £2,348,000). 39
Fusion IP plc Annual Report and Accounts 2013
15. Investments
Spin-out 
companies
£000
Loans
£000
Total
£000
Fair value
At 1 August 2012 18,930 833 19,763
Additions 1,858 757 2,615
Transfers 64 1,433 1,497
Change in fair value in the year 1,962 (854) 1,108
At 31 July 2013 22,814 2,169 24,983
Change in fair value in the year
Fair value gains 2,727 – 2,727
Fair value losses (765) (854) (1,619)
1,962 (854) 1,108
Fair value
At 1 August 2011 15,053 1,715 16,768
Additions 2,058 827 2,885
Disposals (3,457) – (3,457)
Transfers 1,371 (1,371) –
Change in fair value in the year 3,905 (338) 3,567
At 31 July 2012 18,930 833 19,763
Change in fair value in the year
Fair value gains 4,178 – 4,178
Fair value losses (273) (338) (611)
3,905 (338) 3,567
The total fair value of investments of £24,983,000 (2012: £19,763,000) has been determined using two valuation methods:
• Level 2 – inputs other than quoted prices that are observable for the assets – £24,203,000 (2012: £19,252,000)
• Level 3 – inputs for the asset that are not based on observable market data – £780,000 (2012: £511,000)
Fair values relating to unquoted equity investments classified as Level 3 have been determined in part or in full by a valuation 
method that is not supported by observable market prices or rates. Investments in i2L Research Limited and i2L Research  
USA, Inc have been classified as Level 3 and the individual valuations have been calculated using price-earnings multiples.  
The increase shown from 2012 to date relates to an uplift based on the year-end price-earnings multiple calculation.
During the year both Absynth Biologics and FaultCurrent deconsolidated, whereby the Group’s holdings in both these companies 
dropped below 50% following third party investment. This has led to gains on disposal of subsidiaries/investments £1,368,000 
(2012: £459,000), and at the year end carrying values for these companies (including loans held) total £1,980,000. In 2012 gains 
on disposal were mainly made on the sale of the Group’s investment in Simcyp Limited.  40
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
15. Investments continued
At 31 July 2013, the Group had investments where it holds 20% or more of the issued share capital as follows:
Principal activity Holding
Class of
shares held
Progenteq Limited Cartilage replacement therapies 48% Ordinary
Demasq Limited Bone and soft tissue imaging products 48% Ordinary
FaultCurrent Limited Fault current limiters 47% Ordinary
Mesuro Limited Radio frequency design and test instrumentation 47% Ordinary
Asalus Medical Instruments Limited Medical devices 44% Ordinary & Preference
Absynth Biologics Limited MRSA vaccines 43% Ordinary & A Ordinary
Adjuvantix Limited Vaccine adjuvants 43% Ordinary
Diurnal Limited Hormone replacement 43% Ordinary
Seren Photonics Limited High Brightness LEDs 40% Ordinary & A Ordinary
Iterate Control Limited Advance control testing software 40% Ordinary
Magnomatics Limited Magnetic devices 39% Ordinary & A Ordinary
Medaphor Limited Medical training solutions 39% Ordinary
Asterion Limited Cytokine therapies 38% Ordinary
Phase Focus Limited Lensless microscopy 35% Ordinary
Perlemax Limited Industrial gas processes 35% Ordinary
Art of Xen Limited Medical use of xenon gas 32% Preference
i2L Research Limited Pesticide testing 31% A & B Ordinary
i2L Research USA, Inc Pesticide testing 31% Ordinary
Nanotether Discovery Science Limited Drug discovery technology 22% Ordinary
At 31 July 2013, the Group had investments where it holds 20% or less of the issued share capital as follows:
Principal activity Holding
Class of
shares held
Simm Investments Limited Investment company 20% B Ordinary
Muscagen Limited Drug discovery 13% A4 Ordinary
Morvus Technology Limited Oncology therapies 9% Ordinary
Zilico Limited Cervical cancer detection 5% Ordinary & C Ordinary
Sarum Biosciences Limited Antibacterial treatments 2% Ordinary
Q Chip Limited Life science and therapeutic products 1% A Ordinary
All companies are incorporated in England and Wales except for i2L Research USA, Inc which is incorporated in USA. 41
Fusion IP plc Annual Report and Accounts 2013
16. Trade and other receivables
 2013
£000
 2012
£000
Trade receivables 5 8
Amounts due from related parties 54 171
Other tax and social security 29 33
Other receivables 655 573
Payments on account 82 132
Prepayments and accrued income 104 138
929 1,055
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. 
Other receivables mainly represents an amount due in respect of the sale of Simcyp – £573,000 is held in escrow for two years as 
security for certain warranty and indemnity cover. This amount is due early 2014.
The amounts due from related parties are detailed in note 24. 
Payments on account represent the transfer of funds in advance to The University of Sheffield, details of which are set out in the 
accounting policy for “payments on account”.
Credit risk
The Directors believe that given the majority of trade and other receivables are with related parties (primarily public sector 
organisations) there is little risk to credit quality.
Ageing of trade receivables
No trade receivables are past their due date and no impairment provision was considered necessary in the current or preceding years.
17. Deposits and cash and cash equivalents
2013 
£000
2012 
£000
Deposits – 2,000
Deposits comprise treasury deposits held by the Group with an original maturity of greater than three months. The carrying amount 
of these assets approximates their fair value.
2013 
£000
2012 
£000
Cash and cash equivalents 21,288 3,923
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three 
months or less. The carrying amount of these assets approximates their fair value. 42
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
18. Share capital and premium
2013
£000
2012
£000
Allotted, called up and fully paid
109,437,096 (2012: 72,832,850) Ordinary shares of 1p each 1,094 728
Share premium 63,529 44,486
The Company has one class of Ordinary shares which carry equal voting rights, equal rights to income and distribution of assets 
on liquidation or otherwise and no right to fixed income.
On 11 April 2013, following the successful completion of a Placing for new shares, the Company issued 36,499,246 Ordinary 
shares of 1p each. Of the total number of shares, 3,045,000 shares were issued to IP Group plc and 33,318,637 shares were 
issued to new and existing institutional shareholders, the consideration from these shares amounted to £20,000,000 less share 
issue costs of £748,000. The share issue costs represent legal and brokerage fees incurred on the transaction and have been 
charged to the share premium account. The remaining 135,609 shares were issued to The University of Sheffield to satisfy a 
pre-existing pipeline agreement and therefore had no consideration. As a result of this transaction IP Group plc hold 20% of 
the Company.
The new shares issued represented 50% of the Company’s then existing share capital and following the issue represents 33% of 
the Company’s enlarged issued share capital.
Additionally during the year, on the exercise of share options, the Company issued a further 105,000 Ordinary shares of 1p each, 
the total consideration for these shares amounted to £35,000. Details of the share options are given in note 9.
19. Other reserves
The Other reserves totalling £3,000 (2012: £125,000) comprise a capital redemption reserve of £1,000 (2012: £1,000) and a 
capital reserve of £2,000 (2012: £2,000) arising from the Company’s admission to AIM in 2005 and the resulting differences on 
consolidation under merger accounting. The additional £122,000 in 2012 represented the 135,609 shares still to be issued in 
respect of the extended pipeline agreement with The University of Sheffield, these have now been issued, see note 18.
20. Non-controlling interests
 2013
£000
 2012
£000
At 1 August – –
Disposal of subsidiary undertakings 534 –
Part disposal of subsidiary undertakings – (38) 
Share of loss in year (245) (164)
Non-controlling interests attributable to Group (289) 202
At 31 July – –
The disposal of subsidiary undertakings reflects the deconsolidation impact of Absynth Biologics Limited and FaultCurrent Limited. 43
Fusion IP plc Annual Report and Accounts 2013
21. Non-current liabilities
 2013 
£000
 2012 
£000
Amounts owed to The University of Sheffield 769 811
Amounts owed to Cardiff University 1,585 1,526
Amounts owed to related parties 2,354 2,337
£769,000 owed to The University of Sheffield (2012: £751,000) and £1,585,000 owed to Cardiff University (2012: £1,526,000) 
relate to loan notes and accrued interest arising from the purchase of the Group’s interest in its portfolio of spin-out companies. 
These amounts are repayable on the earlier of the sale by Fusion of the underlying share capital in the company, or the company 
making dividend payments, or ten years from the day of issue. These amounts are only payable to the extent that any gain or 
dividend is received by Fusion and can be cancelled by Fusion by the return of the shares to which they relate to The University 
of Sheffield or Cardiff University respectively. The additional £60,000 owed to The University of Sheffield in 2012 related to a loan 
with Absynth Biologics Limited, a previously consolidated subsidiary spin-out company.
Maturity analysis
Due to the repayment terms described above, the date of maturity of these loans is uncertain.
22. Trade and other payables 
 2013
£000
 2012
£000
Trade creditors 104 71
Amounts due to related parties 13 71
Other creditors 5 6
Other tax and social security – 1
Accruals and deferred income 81 222
203 371
23. Operating lease commitments
 2013
£000
 2012
£000
Minimum commitments under non-cancellable operating leases on property expiring:
– no later than one year 15 –
– later than one year and no later than five years – 25
15 25
The lease payments represent amounts payable by the Group for its office requirements in the UK. 44
Notes to the Consolidated Financial Statements continued
for the year ended 31 July 2013
Fusion IP plc Annual Report and Accounts 2013
24. Related party transactions
During the year, the Group entered into the following transactions with various related parties. All transactions were conducted on 
terms prevailing in an arms length transaction.
Under the terms of the agreement dated January 2009 Fusion IP Sheffield Limited paid The University of Sheffield £96,250 
(2012: £105,000), as payments to support the management of the IP pipeline. 
During the year, as part of the April 2013 funding round, the remaining 135,609 shares required to satisfy a pre-existing pipeline 
agreement were issued to The University of Sheffield for no consideration, see note 18.
Fusion has continued to accrue interest due on loans in respect of the purchase of the original portfolio companies from The 
University of Sheffield. The total amount due is set out in note 21.
Fusion IP Sheffield Limited purchased IP and made contributions towards patent costs from The University of Sheffield during the 
year with a total value of £39,520 (2012: £92,767).
Fusion IP Sheffield Limited incurred costs of £26,448 (2012: £26,124) under a secondment agreement with The University of 
Sheffield for services from personnel.
Fusion IP Sheffield Limited incurred costs in respect of leased office premises and related expenses from The University of 
Sheffield £21,060 (2012: £19,902). 
At 31 July 2013 the total balance due to The University of Sheffield in respect of the above transactions was £10,172 (2012: £16,428). 
Fusion IP Sheffield Limited received licence income via The University of Sheffield for the year of £53,828 (2012: £35,114) with 
balance owed to Fusion from the University at 31 July 2013 of £164 (2012: £nil). 
During the year, the Group purchased administrative and other services from Sheffield University Enterprises Limited (SUEL), a 
wholly owned subsidiary of The University of Sheffield, totalling £32,118 (2012: £31,470). At 31 July 2013 the balance due to SUEL 
was £2,408 (2012: £3,459).
Under the terms of the agreement dated January 2007 Fusion IP Cardiff Limited paid Cardiff University £210,000 (2012: £210,000) 
as payments to support the management of the IP pipeline. 
Fusion has continued to accrue interest due on loans in respect of the purchase of the original portfolio companies from Cardiff 
University and during the year, under the same terms as the original agreement, an additional loan of £22,301 was added in 
exchange for shares in Sarum Biosciences Limited. The total amounts due are set out in note 21.
Fusion IP Cardiff Limited made payments of £7,321 (2012: £nil) to Asalus Medical instruments Limited, a participating interest, in 
respect of the Cardiff office space.
During the year whilst a subsidiary company, Absynth Biologics Limited, increased their loan from The University of Sheffield to 
£140,000 (2012: £60,000). Absynth Biologics Limited deconsolidated on 10 July 2013 and therefore no balances are included as 
at 31 July 2013 (2012: £60,212). Interest to the point of deconsolidation of £3,936 (2012: £425) is included in finance expenses. 
During the year, Fusion supplied management services to companies in which it held a participating interest totalling £310,756 
(2012: £375,737). At 31 July 2013 the amount owed to Fusion was £54,062 (2012: £171,134).
During the year, companies in which Fusion held an interest contracted for £644,528 (2012: £725,565) of research services 
combined from The University of Sheffield and Cardiff University. At 31 July 2013 the combined amount owed to the Universities 
for these contracted research services was £47,353 (2012: £198,853 which includes a consolidated balance of £50,911).
During the year, IP Group plc invested £1,220,821 (2012: £948,777) in companies in which Fusion held a participating interest.
As part of the April 2013 fundraising IP Group purchased a further 3,045,000 shares in Fusion, see note 18.
During the year, directors of Fusion invested £5,000 (2012: £nil) in companies in which Fusion held a participating interest. 45
Fusion IP plc Annual Report and Accounts 2013
Note
2013
£000
2012
£000
Fixed assets
Tangible assets 3 14 11
Investments 4 1 1
15 12
Current assets
Debtors 5 45,275 41,436
Cash at bank and in hand 19,214 3,790
64,489 45,226
Creditors: amounts falling due within one year 6 (56) (77)
Net current assets 64,433 45,149
Net assets 64,448 45,161
Capital and reserves
Called up share capital 7 1,094 728
Share premium 7 63,529 44,486
Other reserves 7 1 123
Retained deficit 7 (176) (176)
Equity shareholders’ funds 64,448 45,161
These financial statements were approved by the Board of Directors on 14 October 2013 and were signed on its behalf by  
the Chairman.
Doug Liversidge CBE
Chairman
Fusion IP plc – registered number 5275732
Company Balance Sheet
as at 31 July 2013 46
Fusion IP plc Annual Report and Accounts 2013
Notes to the Company Financial Statements
for the year ended 31 July 2013
1. Accounting policies
The Company financial statements have been prepared under the historical cost convention in accordance with applicable 
UK Accounting Standards and the Companies Act 2006. A summary of the Company accounting policies, which have been 
consistently applied throughout the year, are set out below.
Tangible assets
All tangible assets are shown at cost less depreciation and impairment. Depreciation is provided to write off the cost, less the 
estimated residual value by equal instalments over the estimated useful economic lives as follows:
Computer/office equipment – 3 to 4 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. 
Investments in subsidiary undertakings
Investments in subsidiary undertakings are stated at historic cost less any provision for impairment in value.
Fixed asset investments
Unlisted investments are held at historic cost less any provision for impairment in value.
Loans to subsidiary undertakings
All inter-company loans are initially recognised at cost. As all inter-company loans are repayable on demand, their carrying value 
approximates to their fair value. 
Cash flow statement
The Company has taken advantage of the exemption in FRS 1 “Cash Flow Statements”, which provides that where a company is 
a member of a group and a consolidated cash flow statement is published, the company does not have to present an individual 
cash flow statement.
2. Results for the Parent Company
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and have not 
presented a profit and loss account for the Parent Company. The Parent Company’s result for the year was a profit of £nil 
(2012: £16,000) after recharges. 
Details of the auditors’ remuneration are disclosed in note 7 to the consolidated financial statements.
Full details of Directors’ remuneration and employee information can be found in the Report on the Directors’ Remuneration on 
pages 14 to 16.
3. Tangible assets
Computer and office equipment
2013
£000
2012
£000
Cost
At 1 August 48 40
Additions 8 8
Disposals – – 
At 31 July 56 48
Depreciation
At 1 August (37) (29)
Charge for year (5) (8)
Disposals – –
At 31 July (42) (37)
Net Book Value 14 11 47
Fusion IP plc Annual Report and Accounts 2013
4. Investments
 2013 
£000
2012 
£000
Investments in subsidiary undertakings 1 1
Details of the subsidiary undertakings at 31 July 2013 are as follows:
Principal activity Holding
Class of 
shares held
Fusion IP Sheffield Limited Holding company 100% Ordinary
Fusion IP Cardiff Limited Holding company 100% Ordinary
All companies are incorporated in England and Wales.
5. Debtors
 2013
£000
 2012
£000
Prepayments and accrued income 58 31
Loans to subsidiary undertakings 45,217 41,405
45,275 41,436
Loans to subsidiary undertakings represent amounts advanced to Fusion IP Sheffield Limited and Fusion IP Cardiff Limited in 
respect of the IP pipeline agreements with The University of Sheffield and Cardiff University respectively. No interest has been 
charged on these loans and there is no fixed repayment term.
6. Creditors – amounts falling due within one year
 2013
£000
2012
£000
Accruals and deferred income 56 77
7. Share capital and reserves
Share
capital
£000
Share
premium
£000
Other 
reserves
£000
 Retained
 deficit
£000
Total
£000
At 1 August 2012 728 44,486 123 (176) 45,161
Issue of share capital 366 18,996 (75) – 19,287
Movement in shares to be issued – 47 (47) – –
At 31 July 2013 1,094 63,529 1 (176) 64,448
Details of the Company’s allotted share capital can be found in note 18 to the consolidated financial statements.
Other reserves relate to a capital redemption reserve of £1,000 (2012: £1,000) and shares to be issued £nil (2012: £122,000). 
In 2012 shares to be issued represented 135,609 shares in respect of the extended pipeline agreement with The University of 
Sheffield, these have now been issued as part of the fundraising in April 2013 see note 18 in the consolidated notes.
8. Related party transactions
The Company has taken advantage of the exemption granted by paragraph 3b of FRS8, not to disclose transactions and balances 
with other Group companies. 48
Fusion IP plc Annual Report and Accounts 2013
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Fusion IP plc (the “Company”) will be held at the offices of Ashurst LLP , 
Broadwalk House, 5 Appold Street, London EC2A 2HA on 29 November 2013 at 10.30 a.m. to consider and, if thought fit, pass the 
following resolutions. It is intended to propose Resolution 5 as a special resolution and all other resolutions as ordinary resolutions. 
Voting on all resolutions will be on a show of hands unless a poll is validly demanded.
1.  To receive the accounts including the Report on the Directors’ Remuneration for the financial year ended 31 July 2013, 
together with the reports of the Directors and auditors thereon (Resolution 1).
2.  To appoint KPMG LLP as auditors of the Company as a replacement for KPMG Audit Plc (Resolution 2).
3. To authorise the Directors to set the remuneration of the auditors (Resolution 3).
4.  That, in substitution for all previously granted but unutilised authorities, the Directors be generally and unconditionally 
authorised for the purposes of section 551 of the Companies Act 2006 (the “Act”), to exercise all the powers of the Company 
to allot shares and grant rights to subscribe for, or convert any security into shares: 
 (a)  up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £364,790 (such amount 
to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and 
 (b)  comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning 
of section 551(3) and (6) of the Act) of £729,580 (such amount to be reduced by any allotments of grants made under 
(a) above) in connection with or pursuant to an offer or invitation by way of a rights issue in favour of holders of ordinary 
shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record 
date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors 
consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements 
as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates 
or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of, any regulatory body 
or stock exchange in any territory or any other matter whatsoever; 
  these authorisations to expire at the conclusion of the next Annual General Meeting of the Company (save that the Company may 
before such expiry make any offer or agreement that would or might require shares to be allotted, or rights to be granted, after 
such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance 
of any such offer or agreement as if the authorisations conferred hereby had not expired) (Resolution 4). 
5.  That subject to the passing of Resolution 4 set out above, the Directors be given power pursuant to sections 570 and 573  
of the Act to:
 (a)  allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisations 
conferred by Resolution 4; 
 (b)  sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash; and
 (c)  allot up to 3,675,000 ordinary shares in the capital of the Company in connection with any exercise of warrants created 
by the Company pursuant to a deed between the Company and NPI Ventures Limited and dated 23 March 2006 (the 
“Warrant Deed”);
  as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment 
of equity securities for cash and the sale of treasury shares:
  (i)  in connection with or pursuant to an offer or invitation (but in the case of the authorisation granted under Resolution 
4(b) above, by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) 
to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders 
of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as 
permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors 
may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal 
regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or 
stock exchange in any territory or any other matter whatsoever; 
  (ii)  in connection with the allotment of up to 3,675,000 ordinary shares in the capital of the Company pursuant to any 
exercise of warrants created by the Warrant Deed; and
  (iii)  in the case of the authorisation granted under Resolution 4(a) above (or in the case of any transfer of treasury shares), 
and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £54,718.55,
  49
Fusion IP plc Annual Report and Accounts 2013
 and shall expire at the conclusion of the next Annual General Meeting of the Company, save that the Company may before such 
expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after 
such expiry and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement as if 
the power conferred hereby had not expired (Resolution 5). 
In accordance with article 106 of the Company’s articles of association:
6. To re-elect Mr D Liversidge, who retires by rotation as a Director of the Company (Resolution 6).
7.  To re-elect Mr D Baynes, who retires by rotation as a Director of the Company (Resolution 7).
8.  To re-elect Dr P Grant, who retires by rotation as a Director of the Company (Resolution 8).
9.  To re-elect Mr S Gall, who retires by rotation as a Director of the Company (Resolution 9).
10.  To re-elect Mr D Catton, who retires by rotation as a Director of the Company (Resolution 10).
11.  To re-elect Mr M Davies, who retires by rotation as a Director of the Company (Resolution 11).
12.  To re-elect Dr A Fielding, who retires by rotation as a Director of the Company (Resolution 12).
By order of the Board
Richard Birtles Registered Office:
Company Secretary The Sheffield Bioincubator 
14 October 2013 40 Leavygreave Road 
Registered in England and Wales number 5275732 Sheffield S3 7RD
Notes
1.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in order to have the 
right to attend and vote at the Annual General Meeting (and also for the purpose of determining how many votes a person 
entitled to attend and vote may cast), a person must be entered on the register of members of the Company at 6 p.m. on 27 
November 2013 or, in the event of any adjournment, at 6.00 p.m. on the date which is two working days before the adjourned 
meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any 
person to attend or vote at the meeting.
2.  A member is entitled to appoint another person as his proxy to exercise all or any of his or her rights to attend, to speak and 
to vote at the Annual General Meeting. A member may appoint more than one proxy in relation to the meeting, provided that 
each proxy is appointed to exercise the rights attached to a different share or shares held by him or her. A proxy need not be 
a member of the Company. A form of proxy for the meeting is enclosed. 
3.  To be valid any form of proxy or other instrument appointing a proxy must be received by post or by hand (during normal 
business hours only) by our registrar Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by  
no later than 10.30 a.m. on 27 November 2013 (or, if the meeting is adjourned, 48 hours before the time fixed for the meeting, 
excluding non-working days). 
4.  Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all  
of its powers as a member provided that they do not do so in relation to the same shares.
5.  Copies of service agreements under which Directors of the Company are employed, and copies of the terms and conditions of 
appointment of Non-executive Directors are available for inspection at the Company’s registered office during normal business 
hours from the date of this notice until the date of the Annual General Meeting and will be available for inspection at the place 
of the Annual General Meeting for at least 15 minutes prior to and during the meeting.
6.  You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this 
notice of Annual General Meeting (or in any related documents including the proxy form) to communicate with the Company 
for any purposes other than those expressly stated. 50
Fusion IP plc Annual Report and Accounts 2013
Explanatory Notes to the Resolutions to be proposed at the 2013 Annual General Meeting
Resolution 1 – Report and Accounts
The Directors will present the audited financial statements of the Company for the year ended 31 July 2013 together with the 
Directors’ Report and Auditors’ Report on those financial statements. 
Resolution 2 – Change of Auditors
KPMG Audit Plc have notified the Company that they are not seeking reaapointment following their intention to gradually wind down 
the registered firm. It is proposed that KPMG LLP be and are hereby appointed auditors of the Company which will hold office from 
the conclusion of this meeting until the conclusion of the next general meeting at which the accounts are laid before the Company. 
Resolution 3 – Fixing of Auditors’ Remuneration 
The resolution proposes that the Directors be authorised to set the fees of the auditors. 
Resolution 4 – Authority to Allot Shares
The Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so 
by shareholders. Accordingly, Resolution 4 will be proposed as an ordinary resolution to grant new authorities to allot shares and 
grant rights to subscribe for, and convert any securities into, shares. If given, these authorities will expire at the conclusion of the 
Company’s Annual General Meeting in 2014. 
Paragraph (a) of Resolution 4 will allow the Directors to allot ordinary shares up to a maximum nominal amount of £364,790, 
representing approximately one third (33.33 per cent.) of the Company’s existing issued share capital and calculated as at 
1 October 2013 (being the latest practicable date prior to publication of this notice). In accordance with the latest issued institutional 
guidelines, paragraph (b) of Resolution 4 will allow the Directors to allot, including the ordinary shares referred to in paragraph (a) 
of Resolution 4, further ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up 
to a maximum nominal amount of £729,580, representing approximately two thirds (66.67 per cent.) of the Company’s existing 
issued share capital calculated as at 1 October 2013. 
As at the date of this notice the Company holds no treasury shares.
Resolution 5 – Authority to Allot Shares for Cash
The Directors also require a power from shareholders to allot equity securities or sell treasury shares where they propose to do so for 
cash and otherwise than to existing shareholders pro rata to their holdings. Resolution 5 will be proposed as a special resolution to 
grant such a power. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited 
to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £54,718.55 (being five 
per cent of the Company’s issued ordinary share capital at 1 October 2013, the latest practicable date prior to the publication of this 
notice). If given, this power will expire at the conclusion of the Company’s Annual General Meeting in 2014.
Resolution 6 to 12 – To Re-elect Directors
The resolutions propose to re-elect the current directors who are required to retire by rotation this year.
Notice of Annual General Meeting continued 51
Fusion IP plc Annual Report and Accounts 2013
Before completing this form, please read the explanatory notes below
I/We (name(s) in full)
of (address(es))
 
being (a) member(s) of the Company, hereby appoint the Chairman of the meeting, or the following person
Please leave this box blank if you have selected the Chairman. See note 3. Do not insert your own name(s).
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our 
behalf as directed below at the Annual General Meeting of the Company to be held at the offices of Ashurst LLP , Broadwalk House, 
5 Appold Street, London EC2A 2HA on 29 November 2013 at 10.30 a.m. and at any adjournment thereof. 
 Please tick here if this proxy appointment is one of multiple appointments being made.*
*For the appointment of more than one proxy, please refer to note 4.
Please indicate in the boxes below how you wish your votes to be cast.
For Against
Vote
Withheld
Resolution 1: 
To receive the accounts and reports of the Directors  
and auditors for the year ended 31 July 2013
Resolution 2: 
To appoint KPMG LLP as auditors of the Company  
as replacement for KPMG Audit Plc
Resolution 3: 
To authorise the Directors to set the remuneration of the auditors
Resolution 4: 
To give the Directors the authority to allot shares  
pursuant to section 551 of the Companies Act 2006
Resolution 5: 
To give the Directors the authority to disapply pre-emption rights  
pursuant to sections 570 and 573 of the Companies Act 2006
Resolution 6: 
To re-elect Mr D Liversidge
Resolution 7: 
To re-elect Mr D Baynes
Resolution 8: 
To re-elect Dr P Grant
Resolution 9: 
To re-elect Mr S Gall
Resolution 10: 
To re-elect Mr D Catton
Resolution 11: 
To re-elect Mr M Davies
Resolution 12: 
To re-elect Dr A Fielding
I/We would like my/our proxy to vote on the resolutions proposed at the Annual General Meeting as indicated on this form. Unless 
otherwise instructed, the proxy may vote or abstain as he or she sees fit in relation to any business of the meeting.
Signature  Date 
Form of Proxy
* 52
Fusion IP plc Annual Report and Accounts 2013 Fusion IP plc Annual Report and Accounts 2013
Notes to the form of proxy
1.  As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and 
vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. If the 
proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s 
name, the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, your proxy 
will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a 
designated account for a shareholder, the full voting entitlement for that designated account).
2.  Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy 
and attend the meeting in person, your proxy appointment will automatically be terminated.
3.  A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy 
a person other than the Chairman of the meeting, delete the words “the Chairman of the meeting or” and insert the name(s) 
of the person or persons appointed as proxy/proxies in the space provided. If you sign and return this form of proxy with no 
name inserted in the space provided, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as 
your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of 
your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other 
than the Chairman and give them the relevant instructions directly.
4.  You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.  
You may not appoint more than one proxy to exercise rights attached to any one share. If you wish to appoint more than  
one proxy using this form, please photocopy this form or contact Capita Asset Services for further forms of proxy. When you 
submit the form of proxy, please indicate on each copy the name of the proxy and the number of shares in respect of which 
the proxy is appointed. Please also indicate by ticking the box provided if the proxy is one of multiple instructions being given. 
All forms of proxy must be signed and should be returned together in the same envelope. You should send all proxies to Capita 
Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
5.  To direct your proxy how to vote on the resolutions, mark the appropriate box with an “X”. To abstain from voting on a 
resolution, select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be 
counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain 
from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other 
matter which is put before the meeting.
6. To appoint a proxy using this form, this form must be:
  
completed and signed;  
 
 sent or delivered to Capita Asset Services at PXS, 34 Beckenham Road,  
Beckenham, Kent BR3 4TU; and
    received by Capita Asset Services no later than 10.30 a.m on 27 November 2013 (or, in the case of an adjourned  
meeting, 48 hours before the time fixed for the meeting, excluding non-working days).
7.  In the case of a member which is a company, this proxy form must be executed under its common seal or signed on 
its behalf by an officer of the company or an attorney for the company.
8.  Any power of attorney or any other authority under which this proxy form is signed (or duly certified copy of such power  
or authority) must be included with the proxy form.
9.  In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment 
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint 
holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
10.  If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt  
of proxies will take precedence.
Form of Proxy continued Fusion IP plc Annual Report and Accounts 2013
Company secretary
Richard Birtles
Company number
5275732
Registered office
The Sheffield Bioincubator 
40 Leavygreave Road 
Sheffield S3 7RD
Independent auditor
KPMG Audit Plc
1 The Embankment 
Neville Street 
Leeds LS1 4DW
Solicitor
Ashurst LLP
Broadwalk House 
5 Appold Street 
London EC2A 2HA
Banker
Barclays
Cambridge Business Centre 
28 Chesterton Road 
Cambridge CB4 3UT
Nominated advisor and broker
Cenkos Securities plc
6.7.8 Tokenhouse Yard 
London EC2R 7AS
Registrar
Capita Asset Services
The Registry 
34 Beckenham Road 
Beckenham BR3 4TU
Company Information and Advisors
www.accruefulton.com
Designed and produced by Sheffield Office
The Sheffield Bioincubator
40 Leavygreave Road
Sheffield S3 7RD
Cardiff/Swansea Office
Cardiff Medicentre
Heath Park
Cardiff CF14 4UJ
Nottingham Office
Sir Colin Campbell Building
Triumph Road
Nottingham NG7 2TU
www.fusionip.co.uk
Sheffield Office
The Sheffield Bioincubator
40 Leavygreave Road
Sheffield S3 7RD
Cardiff/Swansea Office
Cardiff Medicentre
Heath Park
Cardiff CF14 4UJ
Nottingham Office
Sir Colin Campbell Building
Triumph Road
Nottingham NG7 2TU
www.fusionip.co.uk