##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the fiscal year ended March 31, 2008
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the transition period from  to
  o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 00-51463
 PROTHERICS PLC
  Not Applicable
 England and Wales
 The Heath Business & Technical Park, Runcorn, Cheshire, WA7 4QX England
 Mr. Rolf Soderstrom, Group Finance Director,
Protherics PLC, The Heath Business & Technical Park, Runcorn, Cheshire, WA7 4QX, England.
Tel: +44 1928 518000, Fax: +44 1928 518002
 
  Title of Each Class
    
    Name of Each Exchange On Which RegisteredOrdinary Shares of 2 Pence Each
    
    The NASDAQ Stock Market, LLCAmerican Depositary Shares, as 
evidenced by American Depositary 
Receipts, each representing ten
(10) Ordinary Shares
 None
 None
 
 340,319,609 ordinary shares of 2p each as of March 31, 2008
  o þ
 o þ
  þ o
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o  o     U.S. GAAP
    
    þ     International Financial Reporting Standards as issued
by the International Accounting Standards Board
    
    o     Other
  o o
 o þ




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##### 



TABLE OF CONTENTS
 PageCAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
    
    
    1GLOSSARY OF SCIENTIFIC AND TECHNICAL TERMS
    
    
    2PART I
    
    
    6ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    6ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    6ITEM 3. KEY INFORMATION
    
    
    6ITEM 4. INFORMATION ON THE COMPANY
    
    
    13ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    39ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    39ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    53ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    73ITEM 8. FINANCIAL INFORMATION
    
    
    74ITEM 9. THE OFFER AND LISTING
    
    
    74ITEM 10. ADDITIONAL INFORMATION
    
    
    75ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    88ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    92PART II
    
    
    92ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    92ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    92ITEM 15. CONTROLS AND PROCEDURES
    
    
    92ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    93ITEM 16B. CODE OF ETHICS
    
    
    93ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    93ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    94ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    
    94PART III
    
    
    95ITEM 17 FINANCIAL STATEMENTS
    
    
    95ITEM 18. FINANCIAL STATEMENTS
    
    
    95ITEM 19. EXHIBITS
    
    
    95EX-1.1 Articles of Association of Protherics PLC, as amended on July 22, 2008*EX-4.14 First Amendment to License AgreementEX-4.15 Supply and Distribution AgreementEX-4.18 THE PROTHERICS PLC 1996 UNAPPROVED SHARE OPTION SCHEMEEX-4.26 Protherics PLC 2008EX-4.29 EXECUTIVE SERVICE AGREEMEMENT ROLF SODERSTROMEX-8.1 List of SubsidiariesEX-31.1 Section 302 Certification of the CEOEX-31.2 Section 302 Certification of the CFOEX-32.1 Section 906 Certification of the CEO and CFO
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CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
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GLOSSARY OF SCIENTIFIC AND TECHNICAL TERMS
  adjuvant
    
    a pharmacological agent added to a drug to increase or aid its effectangiotensin
    
    the term used to describe a family of peptide hormones that are
involved in the control of blood pressure and body fluid levelsantibody
    
    substance produced by cells of the immune system which bind to parts
of other substances in a highly specific way to neutralize their
effectantiserum(a)
    
    serum from an animal which has been injected with an immunogenassay
    
    a quantitative or qualitative process used to measure or detect a
particular substanceATV
    
    angiotensin therapeutic vaccineB-cell
    
    A type of lymphocyte (white blood cell)B-Cell Chronic Lymphocytic Leukemia or
(B-CLL)
    
    A type of cancer in which B-cells over-accumulateBLA
    
    U.S. Biological License Applicationbovine spongiform encephalopathy
    
    the abnormal prion protein disease of the brain in cattleCHMP
    
    European Committee for Medicinal Products for Human Useclinical development
    
    the stage of pharmaceutical research and development in which
potential drugs are studied in human clinical trials (or in the
target species for animal health drugs)CMSs
    
    the Concerned Member States, nominated by the applicant, to whom the
approval decision for marketing approval is circulated by the RMS
under the MRPCP
    
    the centralized procedure for registering pharmaceutical products in
order to obtain marketing authorization, for which there is a single
application, evaluation and authorization within the E.U.cytokine
    
    a cellular messenger, typically of the immune systemcytotoxic
    
    a molecule or drug that is toxic to cellsdiagnostic test
    
    an assay used for the diagnosis of disease typically carried out on
body fluids or tissuesDigoxin
    
    a widely prescribed drug for the treatment of cardiac conditionsDigoxin Immune Fab
    
    a polyclonal antibody fragment for the treatment of digoxin toxicity
or overdose
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DP
    
    the decentralized procedure method of registering pharmaceutical
products in order to obtain marketing authorization, intended for
products that have not yet received authorization in any E.U.
countryEMEA
    
    European Medicines Evaluation Agency, formerly the European Agency
for the Evaluation of Medicinal Productsencephalopathies
    
    diseases of the brain which interfere with its normal functioningenzymes
    
    proteins that promote changes in other molecules (e.g., in other
proteins, sugars or fatty substances)epitope
    
    the part or parts of the target molecule which react with an antibodyfab fragment
    
    the fragment produced by cleavage of an antibody with a proteolytic
enzyme that binds to the antibody target molecule (antigen)FDA
    
    U.S. Food and Drug Administrationfragment
    
    part of an antibody molecule which can be split from the whole
molecule and which still retains biological activityglioblastoma multiforme (GBM)
    
    the most common malignant primary brain tumorgood manufacturing practice or GMP
    
    measures needed to ensure that drug substance will be consistently
produced and controlled to appropriate quality standards as required
by any marketing authorisationhigh blood pressure or hypertension
    
    blood pressure that is above medically defined limits and which is
associated with increased risks of stroke and heart diseaseimmune system
    
    the cells and structures in the body that are capable of producing
antibodies and other components of the immune responseimmunogen
    
    any substance which can elicit the formation of specific antibodiesimmunotherapeutics
    
    medicines that act on or through the immune system (e.g., vaccines)in vitro
    
    experimental biological processes made to occur in isolation from
the whole organismMAA
    
    Marketing Authorisation ApplicationMHRA
    
    Medicines and Healthcare Products Regulatory AgencyMRP
    
    the mutual recognition procedure for registering pharmaceutical
products in order to obtain marketing authorization, which involves
submission of a marketing authorization application to one national
regulatory authority, with secondary approval from other E.U. member
states subsequent to the approval of the first applicationnamed patient basis
    
    this refers to a form of limited regulatory approval for certain
drugs used in the treatment of human injuries or conditions for
which no satisfactory therapies exist, or for which other drugs are
unavailable, cause adverse effects or are in short supplyNCI
    
    National Cancer Institute
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NICE
    
    National Institute for Clinical Effectivenessoncology
    
    the study of cancerorphan drug status
    
    status granted by the FDA which provides certain development,
registration and marketing incentives, for development of treatments
of small (fewer than 200,000 per annum in the United States)
incidence conditionsPCT
    
    Patent Cooperation Treaty (Washington, 1970), as amended, and the
regulations and administrative instructions thereunderphase 1 clinical study/trial
    
    the initial clinical assessment of the safety of a biologically
active substance or assessment of the safety and pharmacokinetics of
a drug candidate in human subjectsphase 1/2 clinical study/trial
    
    a phase 1 clinical study conducted in patientsphase 2 clinical study/trial
    
    the assessment in patients of a drug to determine dose range and
preliminary efficacy. A phase 2a study is to examine the
pharmacological effect of the drug and a phase 2b is to evaluate the
appropriate dose for phase 3phase 3 clinical study/trial
    
    the assessment of the efficacy and safety of a drug, usually in
comparison with a marketed product or a placebo, in the patient
population for which it is intendedpolyclonal antibody
    
    a population of antibodies directed to multiple epitopes on the
target moleculepre-clinical development
    
    the research and development stage immediately prior to clinical
trials, which usually lasts 12-18 monthspre-eclampsia
    
    hypertension which arises in pregnancy in association with
significant protein in the urine and can lead to seizures and deathprion protein
    
    the protein that assumes an abnormal structure in bovine spongiform
encephalopathy and related diseases and which is believed to be
capable of transmitting bovine spongiform encephalopathy and related
diseasesprodrug
    
    an inert chemical which can be activated within the body to an
active drugproof of concept and optimization studies
    
    studies in animals to demonstrate the (expected) action of the drug
and to define the most effective form of the drugpurification of polyclonal antibodies
    
    the process of removal of extraneous foreign proteins, viruses and
other biological materials associated with manufacturing of product®
    
    means a trademark has been registered in the United States Patent
and Trademark OfficeRMS
    
    the Reference Member State to whom the initial application for
marketing authorization is submitted under the MRPscrapie
    
    a fatal, degenerative disease that affects the nervous systems of
sheep and goats.
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sepsis
    
    the name given to a spectrum of disorders caused by the bodys
exaggerated response to infection or injury. The defining
characteristics are inflammation, abnormal vital signs and failure
of one or more major organ systems. The condition may progress to
multiple organ failureserum
    
    the component of blood excluding the red and white blood cells and
fibrinogenspecificity
    
    the degree to which an antibody binds to antigens other than that to
which it is primarily directedtherapeutic
    
    pharmaceutical product targeted to treat a specific disease
    
    means that a trademark is being registered or an application for a
trademark is being made in one or more countriesTNFa
    
    tumor necrosis factor alpha, a cytokine, involved in the bodys
inflammatory processtransmissible spongiform encephalopathy
    
    a degenerative condition of the nervous system believed to be caused
by the accumulation of an abnormal form of the prion proteinvaccine
    
    a formulation used to stimulate an immune response
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PART I
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3. KEY INFORMATION
 Selected Financial Data
  IFRS Financial Record
 Year ended March 31,2008
    
    
    2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000
    
    
    £000Consolidated Income Statement Information:Revenue
    
    
    26,067
    
    
    
    31,119
    
    
    
    17,709
    
    
    
    18,839Operating (loss)
    
    
    (19,218
    )
    
    
    (4,354
    )
    
    
    (9,533
    )
    
    
    (1,658
    )Net (loss)
    
    
    (16,742
    )
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )Net (loss) per ordinary share (basic and fully diluted)
    
    
    (4.9p
    )
    
    
    (1.2p
    )
    
    
    (3.8p
    )
    
    
    (0.8p
    )Net (loss) per ADS(1) (basic and fully diluted)
    
    
    (49.3p
    )
    
    
    (11.8p
    )
    
    
    (38.4p
    )
    
    
    (7.9p
    )Consolidated Balance Sheet Data:Total assets (fixed assets plus current assets)
    
    
    94,816
    
    
    
    107,265
    
    
    
    60,136
    
    
    
    41,352Net assets
    
    
    61,552
    
    
    
    76,471
    
    
    
    26,352
    
    
    
    25,969Non-current liabilities
    
    
    12,494
    
    
    
    15,390
    
    
    
    16,988
    
    
    
    5,896Total equity
    
    
    61,552
    
    
    
    76,471
    
    
    
    26,352
    
    
    
    25,969Number of equity shares outstanding (in thousands of
shares)
    
    
    340,320
    
    
    
    339,129
    
    
    
    259,287
    
    
    
    242,204
  
 (1)
    
    Each American Depositary Share represents ten ordinary shares.  Currencies And Exchange Rates
  6




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2008 Month Ended
    
    High
    
    LowJanuary 31
    
    $
    1.9895
    
    
    $
    1.9515February 29
    
    
    1.9923
    
    
    
    1.9405March 31
    
    
    2.0311
    
    
    
    1.9823April 30
    
    
    1.9994
    
    
    
    1.9627May 31
    
    
    1.9818
    
    
    
    1.9451June 30
    
    
    1.9938
    
    
    
    1.9467
 Year ended March 31,
    
    Average2004
    
    $
    1.69262005
    
    
    1.84592006
    
    
    1.78632007
    
    
    1.89322008
    
    
    2.0079
 Risk Factors
  Our revenues are largely dependent on sales of CroFab ® and DigiFab ® and
payments received under third party collaboration agreements may vary from year to year.
 ® ® ® ® ® ®
 ®
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If the Company is unable to generate sufficient revenues from operations, it will require
additional financing. This financing may not be available at all or, if available, may be on terms
that dilute shareholders interests.
   If the Company fails to obtain adequate intellectual property rights for its products and product
candidates, competitors may be able to take advantage of the Companys research and development
efforts. The Company may also be subject to claims of intellectual property infringement by third
parties.
     Products in the Companys development pipeline may fail to generate sufficient revenues to fund
operations.
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
    
    a product candidate fails in pre-clinical studies;
    
    a potential product is not shown to be safe and effective in clinical trials;
    
    the Company fails to obtain regulatory approval for the product;
    
    the Company fails to produce a product in commercial quantities at an acceptable
cost; or
    
    a product does not gain market acceptance.
 Exchange rate fluctuations may adversely affect the Companys results of operations and financial
position.
   The Company has a history of operating losses and may not be profitable on a sustainable basis.
 ®
 If the Company is unable to maintain existing or enter into new collaborative arrangements, its
ability to develop and market product candidates will suffer and it may be unable to sustain its
business.
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
    
    it will be able to establish additional collaborative arrangements or license
agreements;
    
    any collaborative arrangement or agreement will be on favorable terms;
    
    any existing or future collaborative arrangement or agreement will result in a
successful product and/or generate sufficient revenue; or
    
    the Companys collaborative partners will satisfactorily perform their obligations
under the collaborative arrangements.
  If the livestock from which the Company obtains antisera or the reptiles from which the Company
obtains venom develop diseases, the Company may be unable to meet its current or future production
requirements.
  ®
 If the Company is not able to obtain adequate quantities of raw materials from its existing
suppliers or services from external contractors, the Company may not be able to access alternative
sources of supply or services within a reasonable amount of time or at commercially reasonable
rates.
 a
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If the Company is unable to comply with stringent regulatory quality controls, there may be delays
in the production and manufacture of the Companys products.
  Regulation by government agencies imposes significant costs and restrictions on the Companys
business activities.
  ® ® ®
  11




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Announcements, developments and/or regulatory changes in the biotechnology sector may cause the
Companys share price to fluctuate.
  
    
    announcements by other biotechnology companies of clinical trial results and other
product developments;
    
    adverse developments in the protection of intellectual property or other legal
matters;
    
    announcements in the scientific and research community;
    
    changes in treatment recommendations or guidelines by private health organizations
or science foundations;
    
    regulatory changes that affect the Companys products; and
    
    changes in third-party reimbursement policies or in medical practices.
  The Companys competitors may have greater resources for developing product, and, as a result, may
be able to develop products that are superior to, or less costly to manufacture than, the Companys
products or product candidates or launch competing products before it does.
  Third-party reimbursement and health care cost containment initiatives may constrain the Companys
future revenues.
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
    
    challenging the prices charged for health care products;
    
    limiting both coverage and the amount of reimbursement for new therapeutic products;
    
    denying or limiting coverage for products that are approved by the regulatory
agencies but are considered experimental or investigational by third-party payors; and
    
    refusing to provide coverage when an approved product is used in a way that has not
received regulatory marketing approval.
 The Company faces product liability and other operational risks and may not be able to obtain
adequate insurance.
  
 ITEM 4. INFORMATION ON THE COMPANY
 History and Development of the Company
   ®
  Business Overview
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® ®
 ®
 ® ®
  Operations
  14




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Corporate Partnerships, Collaborations and Joint Ventures
  Products
  Distribution
    
    Next SignificantProduct
    
    Principal uses
    
    Status
    
    Partner / Licensee
    
    Milestone(1)Products Commercially AvailableCroFab®
Crotalidae 
Polyvalent Immune 
Fab (Ovine)
    
    Minimal to moderate
North American
crotalid (pit
viper) envenomation
    
    Launched (U.S.)
Sold on named
patient basis
within E.U.
Sold in Canada
under Special
Access Programme
    
    Nycomed (acquired
Altana) (U.S.)
Swedish Orphan
(Scandinavia and
Baltic countries)
    
    DigiFab®
    
    Treatment of
life-threatening
digoxin toxicity or
overdose
    
    Launched (U.S.)
U.K. marketing
authorization
application
submitted August
2004
Sold on named
patient basis where
there is no
approved therapy
    
    Nycomed (acquired
Altana) (U.S.)
Beacon
Pharmaceuticals
(Europe excluding
Scandinavia and
Germany)
Mayne Pharma
(Australia/SE Asia)
    
    Outcome of U.K.
marketing application
expected
2008(2)Voraxaze®
    
    Adjunctive
treatment for
patients at risk of
methotrexate
toxicity
    
    Orphan Drug
designation in E.U.
and U.S.
Sold on named
patient basis
within Europe and
supplied under a
Treatment Protocol
in the U.S. with
cost recovery and
in Canada under a
Special Access
Programme
    
    IDIS (European
named patient
sales)
Swedish Orphan
(Nordic region
named patient
sales)
AAIPharma Inc.
(U.S. treatment
protocol
distribution)
McKesson (Canada)
    
    Re-submission of
marketing application
to the FDA planned on a
rolling basis starting
2008 and, should
Priority Review be
granted, approval could
be received in
2010.(3)ViperaTAb
    
    Vipera berus
(common adder
snake) envenomation
Northern Europe
    
    Sold on a named
patient basis
    
    Swedish Orphan
(Nordic region)
    
    Enfer TSE Kit
    
    Detection of Bovine
Spongiform
Encephalopathy
(BSE) in carcasses
    
    Out-licensed and
generating revenues
    
    Licensed to Enfer
Scientific Limited
and Abbott
Laboratories, via
Enfer
    
    
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Distribution
    
    Next SignificantProduct
    
    Principal uses
    
    Status
    
    Partner / Licensee
    
    Milestone(1)Products in DevelopmentCytoFab®
    
    Treatment of severe
sepsis
    
    Process scale-up to
provide product for
phase 2 and 3
studies now
completed.
First study in
expanded phase 2
program, being
performed by
partner, ongoing
in U.S.
    
    AstraZeneca
    
    Results from first
study in expanded
phase 2 program
expected at end of
2008/early 2009.Prolarix (formerly 
NQO2)
    
    Cancer therapy
    
    Phase 1 study
sponsored by Cancer
Research UK (CRUK)
in the U.K.
clinically complete
    
    
    
    Phase 2a study in
primary liver
cancer due to
commence 2008 and
report 2009Angiotensin 
Therapeutic Vaccine
(ATV)
    
    Hypertension
    
    Manufacture of
adjuvant and
vaccine for phase
2a clinical study
now complete
Phase 2a clinical
trial ongoing in
U.K.
    
    
    
    Initial results
from Phase 2a
clinical trial
expected in first
half of 2009Digoxin Immune Fab
    
    Pre-eclampsia
    
    Phase 2b study in
severe
pre-eclampsia in
the U.S. reported
    
    Licensed from
Glenveigh
Pharmaceuticals LLC
    
    Outcome of
evaluation by GSK
under Research
AgreementOncoGel®
    
    Esophageal and
primary brain
cancers
    
    Phase 2b study in
esophageal cancer
ongoing in U.S.,
E.U. and India
Initial cohort
enrolled into Phase
1/2 study in brain
cancer ongoing in
the U.S.
    
    Diatos S.A. has
exclusive rights
outside North
America, excluding
Korea
    
    Initial results
from phase 2b study
in esophageal
cancer expected in
2010.
Dose escalation in
phase 1/2 study in
primary brain
cancer expected in
first half of 2009.Acadra
    
    B-cell chronic
lymphocytic
leukemia (B-CLL)
    
    Phase 1/2 study
ongoing in Belgium,
France and Spain
    
    Co-development with
Advancell
    
    Part 1 of study
expected to be
completed 2009
 (1)
    
    Each of the dates of next significant milestones represents the Board of Protherics
expectations based on progress to date. There can be no assurance, however, that any of these
dates or milestones will be achieved.(2)
    
    See discussion of
DigiFab® marketing approvals below.(3)
    
    See discussion of Voraxaze® marketing approvals below.
 Products Commercially Available
 CroFab ® ®
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® ®
  DigiFab ® ® ®
 ® ® ®
 ViperaTAb (Vipera berus) 
 Voraxaze ® 2 ® ®
 ®
 ® ®
 ®
 17




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® ® ® ®
 ®
 ® ® ®
 ®
 ® ® ®
 Enfer TSE Assay (BSE Diagnostic Test)
 Products in Development or Research
 CytoFab ® ® ® a ®
 18




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®
 ® ®
 ® ® ®
 Prolarix TM ® TM
  TM
 19




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Angiotensin Therapeutic Vaccine (ATV)
     OncoGel ® ®
  ® ® ®
 20




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®
 ® ® ®
 Acadra TM TM TM
 ® ® ® ® ® ®
 TM TM TM
 Pre-eclampsia Indication/Digoxin Immune Fabs ® ®
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##### Table of Contents



® ®
 ®
 Principal Markets
 ®
 2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000United Kingdom
    
    
    2,126
    
    
    
    1,983
    
    
    
    1,202Rest of Europe
    
    
    1,097
    
    
    
    277
    
    
    
    554North America
    
    
    22,749
    
    
    
    28,809
    
    
    
    15,893Rest of the World
    
    
    95
    
    
    
    50
    
    
    
    6026,067
    
    
    
    31,119
    
    
    
    17,709
 Competition
   Seasonality
 ®
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®
 Sources and Availability of Supplies, Consumables and Raw Materials
 ® ® ® ®
 Intellectual Property, Patents and Trademarks
    
    
    Transmissible Spongiform Encephalopathies  The Company has been granted patents
for its transmissible spongiform encephalopathy diagnostic technology in the U.S.,
Europe (European Patent Office or EPO), South Africa, Australia and New Zealand.
These patents will expire between 2012 and 2015. The European patent was granted in
1999 and underwent opposition, on which a recent appeal decision was issued in favor of
the Company. The Canadian patent application has now been accepted and should proceed
to grant shortly. Patent applications are pending in the U.S. (divisional) and Japan,
claiming a priority date of December 3, 1991. The first U.S. divisional patent was
granted on April 30, 2002.A further application directed towards new variant Creutzfeldt-Jacob Disease was filed
in January 2004 and PCT, Argentine and Malaysian applications were filed in January
2005. The PCT application national phase was entered in 2006 and there are now also
pending applications in Australia, Brazil, Canada, China, India, Japan, Republic of
Korea, Mexico, New Zealand, Singapore, South Africa, the U.S. and Europe;
    
    Angiotensin vaccine  The Company has pending patent applications for angiotensin
peptide analogues and vaccine uses in Canada, Japan, the U.S., and Argentina, all
claiming a priority date of June 24, 1997. The New Zealand, Australian, United States
and EPO (the parent application) patents have now been granted. A divisional patent
application is pending in the EPO with further U.S. divisional applications in process
or planned;
    
    Anti-TNFa antibodies  The Company has been granted U.K., U.S., Canadian,
Japanese, EPO, New Zealand and Australian patents for use of Fab fragments of
anti-TNFa antibodies
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in medicine, particularly for the use in the treatment of sepsis. The EPO patent is
being maintained in France, Germany, Italy and Spain. The majority of these patents
expire in 2014, although the U.S. patent is due to expire in 2018;
    
    Mixed monospecific polyclonal antivenins  The Company has been granted EPO, United
Kingdom, Australian, Japanese, Russian Federation, and United States patents on the use
of mixed monospecific polyclonal antivenins. These patents are projected to expire on
April 24, 2012, other than the Australian patent, which is expected to expire on April
24, 2008, and the United States patent, which is expected to expire on December 21,
2021;
    
    Fab polyclonal antivenins  The Company has also applied for a U.S. patent for the
Fabantivenins, the prosecution of which is ongoing following a successful appeal to the
U.S. Court of Appeals for the Federal Circuit district court in 2007;
    
    Prolarix (formerly NQO2)  The Company has filed patent applications in the EPO,
U.S., Japan, Canada, U.K., and Hong Kong around using NQO2 to activate prodrugs in the
presence of an added co-factor. The priority date for filing is June 1997 and the
filing date is June 15, 1998; the expected expiry date for any patents is June 15,
2018. Patents have been granted in the U.K., the U.S., Hong Kong and the EPO.
Divisional applications are pending in the U.S. and at the EPO;
    
    CoVaccine HT adjuvant  In June 2006, the Company acquired the patent applications
and trademarks associated with CoVaccine HT adjuvant from CoVaccine B.V. The patent
family includes Canada, China, Japan and the U.S. The effective date of filing of the
PCT application is November 30, 2000, and this application claims priority from an
earlier EPO application, filed on November 30, 1999. Patents are currently granted in
Europe, China, New Zealand and Australia with remaining applications pending.
    
    OncoGel®  The Company has been granted patents for injectable
formulations of paclitaxel in the U.S., EPO, Argentina, China, Australia, South Africa,
Russian Federation, New Zealand, and Korea. These patents claim a priority dates of
October 3, 1997 and October 1, 1998, and are projected to expire in 2017 and 2018.
Applications involving this technology are currently pending in Japan, Israel, Europe,
Brazil, Canada, Poland, and Norway.
    
    Treatment of Pre-eclampsia  The Company has patent applications directed to
treatment of pre-eclampsia using digoxin antibodies (e.g., DigiFab®) which
are pending in the U.S., EPO, Australia, Canada, China, Japan, Mexico, Norway, South
Africa, and India. These applications claim priority of July 25, 2002. A
continuation-in-part application was filed in the U.S. on December 23, 2005 claiming
priority to a U.S. provisional application filed May 17, 2005, and a corresponding
P.C.T. application was filed May 14, 2006.
    
    Acadra   In December 2006, the Company entered into a license to use patent
applications associated with Acadra. The patent family includes the principal
territories of Europe, Canada, Japan and the U.S. and is maintained by the Companys
development partner, Advanced In Vitro Cell Technologies S.L.
  24




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Third Party Patent Rights
 a ® a ® ® a
 a a a a a ®
 a a a a a a a
 ® ®
 25




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##### Table of Contents



Trademarks
  
    
    CroFab® in the U.S.;
    
    CytoFab® in the United Kingdom, Europe and the U.S.;
    
    CytoTAb in the United Kingdom;
    
    DigiFab® in the U.S. and Europe;
    
    DigiTAb in the United Kingdom;
    
    ViperaTAb in the United Kingdom;
    
    Voraxaze® in the U.S. and Europe;
    
    OncoGel® in the U.S.;
    
    Prolarix® in Europe, Japan and Australasia;
    
    ReGel® in the U.S.
    
    Doloryn® in the U.S.; and
    
    CoVaccine in Europe
  
    
    Prolarix in the U.S.; and
    
    Acadra in the U.S., Europe and Japan
 GOVERNMENT REGULATION
 General
    26




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##### Table of Contents




    
    the lack of necessary results/data required by regulatory authorities;
    
    the changing or adding of regulation; or
    
    new scientific standards or other scientific developments arising during the
application process.
    (a)
    
    the regulatory climate within the E.U., including the influence of the
International Conference on Harmonization, and the approach of the European Medicines
Evaluation Agency and European Commission, as well as(b)
    
    the position of the national regulatory authorities in the E.U. member states.
  Price Regulation
   27




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##### Table of Contents



United States Regulation
 Regulatory Authorities
 FDA Regulation
  (a)
    
    pre-clinical laboratory testing;(b)
    
    submission to the FDA of an investigational new drug application which must
become effective before human clinical trials may be commenced;(c)
    
    adequate and well-controlled human clinical trials to establish the safety and
efficacy of the drug;(d)
    
    submission of a new drug application or biological license application to the
FDA; and(e)
    
    FDA approval of the new drug or biological license application prior to any
commercial sale or shipment of the drug.
 Good Practice Standards
 
    
    Good Laboratory Practice, applied to studies performed during pre-clinical
developments to identify the compounds behavior and toxicity in animals;
    
    Good Clinical Practice, intended to ensure the quality and integrity of clinical
data and to protect the rights and safety of human subjects in clinical trials; and
    
    Good Manufacturing Practice, intended to ensure the quality of drugs by setting
minimum standards for all drug manufacturing facilities.
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Clinical Testing
      Approval Procedures and Criteria 
 
    
    proof of safety and efficacy (efficacy must usually be demonstrated by two
well-controlled clinical trials carried out in accordance with FDA regulations).;
    
    demonstration of adequate controls in the manufacturing process; and
    
    conformity with requirements for labeling.
  
    
    the quality of the submission;
    
    the potential contribution of the compound in improving the treatment of the target
disease; and
    
    the workload at the FDA.
  29




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Orphan Drug Status ® ®
 Fast Track Designation and Priority Review
 Accelerated Approval
 Acceptance of Foreign Clinical Data
 Non-Patent Market Exclusivity
  30




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Post Approval
 Manufacturing Controls
 Advertising and Promotion
 Noncompliance
 Product Liability
 Medicare and Medicaid
 31




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##### Table of Contents



(a)
    
    the provision of the Social Security Act, commonly known as the Stark Law,
which prohibits certain referrals of Medicare patients by a physician to an entity if
the physician or a member of such physicians immediate family has a financial
relationship with the entity, defined broadly to include compensation arrangements or
ownership interests; and(b)
    
    the federal False Claims Act which imposes civil and criminal liability on
individuals or entities that submit false or fraudulent claims for payment to the
government.
 Generic Substitution Statutes/Statutorily Required Rebates
 European Union Regulation
  Pre-clinical Research 
 Clinical Research 
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Obtaining a Marketing Authorization  
 Registration Systems  
       33




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Criteria Assessed in Obtaining a Marketing Authorization 
 
    
    physico-chemical, biological or microbiological tests (establishing the quality of
the products),
    
    pharmacological and toxicological tests (establishing the safety of the product),
and
    
    clinical trials (studies in humans establishing efficacy and safety).
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Marketing Authorizations for Orphan Drugs 
 
    
    the target disease condition has a prevalence of no more than 5 persons per 10,000;
    
    either the product offers potential significant benefit over existing treatment for
the condition or there are no treatments for the condition.
  
    
    a reduced registration fee;
    
    use of the centralized registration procedure; and
    
    10 years exclusivity on the market.
 Maintenance of Marketing Authorizations 
   
    
    if the grant no longer satisfies safety, quality or efficacy standards;
    
    for reasons relating to and omissions in the product dossier; and
    
    for particulars or failures in relation to product manufacture.
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Manufacturing 
 
    
    product supplies being interrupted;
    
    recall; or
    
    plant closure pending elimination of defects.
  Wholesaling 
 Pricing 
 Supplementary Protection Certificates 
 Abridged Applications  Market Exclusivity 
 36




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##### Table of Contents




    
    a full data package compiled by the competitor;
    
    reference to published literature; or
    
    with the consent of the owner of the original data, cross reference to the data held
on file by the regulatory authorities.
  The Companys Product Candidates 
  Regulation of Veterinary Products 
 Regulation in Other Countries
   37




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##### Table of Contents



Organizational Structure
  % Held
    
    Status
    
    Country of IncorporationDirect HoldingsProtherics Medicines Development Limited
    
    
    100
    
    
    trading
    
    England and WalesProtherics Inc.
    
    
    100
    
    
    trading
    
    U.S.A. (Delaware)Enact Pharma Limited
    
    
    100
    
    
    trading
    
    England and WalesProteus Biotechnology Limited
    
    
    100
    
    
    dormant
    
    England and WalesGenethics Limited
    
    
    76
    
    
    dormant
    
    England and WalesIndirect HoldingsProtherics UK Limited
    
    
    100
    
    
    trading
    
    England and WalesProtherics Australasia pty Limited
    
    
    100
    
    
    trading
    
    AustraliaProtherics-Utah, Inc.
    
    
    100
    
    
    trading
    
    U.S.A. (Tennessee)Protherics Services pty Limited
    
    
    100
    
    
    dormant
    
    AustraliaProtherics Salt Lake City, Inc.
(formerly MacroMed, Inc.)
    
    
    100
    
    
    trading
    
    U.S.A. (Utah)Kymed GB Limited
    
    
    100
    
    
    dormant
    
    England and WalesEnzacta R&D Limited
    
    
    99.8
    
    
    dormant
    
    England and WalesDe Montfort Biopharma Limited
    
    
    100
    
    
    dormant
    
    England and WalesEnzacta Limited
    
    
    99.8
    
    
    dormant
    
    England and WalesTAb (Wales) Limited
    
    
    100
    
    
    dormant
    
    England and WalesTAb (London) Limited
    
    
    100
    
    
    dormant
    
    England and WalesPolyclonal Antibodies Limited
    
    
    100
    
    
    dormant
    
    England and Wales
 Property, Plants and Equipment
     38




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ITEM 4A. UNRESOLVED STAFF COMMENTS
  
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  A. Operating Results
 Year Ended March 31, 2008 Compared to Year Ended March 31, 2007.
 ®
 ® ® ®
 ®
 ® ®
 ® ® ®
 39




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##### Table of Contents



® TM
  ®
    Year Ended March 31, 2007 Compared to Year Ended March 31, 2006.
 ®
 40




---



##### Table of Contents



® ® ®
 ®
 ® ®
 ® ®
    ® ®
 ® ® TM
 41




---



##### Table of Contents



®
 ®
 ®
 ®
   B. Liquidity and Capital Resources
 ® ® ® ®
 ®
  42




---



##### Table of Contents



® ® ®
  ®
 
    43




---



##### Table of Contents



®
 ® ® ® ®
   C. Research and Development, Patents and Licenses, etc.
    44




---



##### Table of Contents



Year Ended March 31,2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Project:Acadra
    
    
    494
    
    
    
    14
    
    
    
    Angiotensin (ATV)
    
    
    983
    
    
    
    317
    
    
    
    375CroFab®
    
    
    1,634
    
    
    
    106
    
    
    
    219Oncogel®
    
    
    2,503
    
    
    
    400
    
    
    
    CoVaccine
    
    
    661
    
    
    
    296
    
    
    
    132DigiFab®
    
    
    871
    
    
    
    223
    
    
    
    168Prolarix
    
    
    1,554
    
    
    
    621
    
    
    
    280CytoFab®
    
    
    5,438
    
    
    
    7,485
    
    
    
    1,882Voraxaze®
    
    
    2,530
    
    
    
    1,918
    
    
    
    1,770Other projects
    
    
    32
    
    
    
    14
    
    
    
    102Total Project Expense
    
    
    16,700
    
    
    
    11,394
    
    
    
    4,928Non Project Specific Expenses
    
    
    2,438
    
    
    
    2,584
    
    
    
    1,819Total Research and
Development Expenses
    
    
    19,138
    
    
    
    13,978
    
    
    
    6,747
  
    
    commence modification of the CroFab® manufacturing process and associated
regulatory matters;
    
    continue to address outstanding issues raised by the MHRA to achieve U.K. marketing
approval for DigiFab®;
    
    continue to address the issues raised by the FDA and EMEA on Voraxaze® to
achieve marketing approval;
    
    further develop the CytoFab® manufacturing process at a batch size of 3,000
litres;
    
    complete the phase 1 Prolarix solid tumor study and prepare for the planned phase 2
study in primary liver cancer;
    
    complete the manufacturing and scale up of Angiotensin Vaccine and CoVaccine HT and
prepare for a phase 2a study due to commence in 2008;
    
    continue the phase 1/2 safety and tolerability study of OncoGel® in brain
cancer and prepare and commence a phase 2b study in esophageal cancer;
    
    plan and commence a phase 1/2 study for the treatment of B-CLL using Acadra ;
    
    complete the phase 2b study report on severe pre-eclampsia using Digoxin Immune Fabs.
  45




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D. Trend Information
 ® ®
 ® ® TM ® ®
 ®
 ® ®
  46




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##### Table of Contents



® ®
 ® ® ®
 ® ® ®
  E. Off-Balance Sheet Arrangements
  F. Contractual Obligations and Commercial Commitments
  Payments due by periodLess than
    
    
    Between 1
    
    
    Between 3
    
    
    OverTotal
    
    
    1 year
    
    
    and 3 years
    
    

and 5 years
    
    
    5 yearsContractual Obligations
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Long-Term Debt Obligations
    
    
    2,166
    
    
    
    54
    
    
    
    2,112
    
    
    
    
    
    
    
    Capital Lease Obligations
    
    
    2,678
    
    
    
    966
    
    
    
    1,329
    
    
    
    383
    
    
    
    Operating Lease Obligations
    
    
    4,105
    
    
    
    929
    
    
    
    1,877
    
    
    
    1,299
    
    
    
    Unconditional purchase
obligations
    
    
    126
    
    
    
    126
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    9,075
    
    
    
    2,075
    
    
    
    5,318
    
    
    
    1,682
    
    
    
    
  47




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Net Operating Loss Carryforwards
  Recently Issued Accounting Pronouncements
  Application of Critical Accounting Policies
  Revenue
 
    
    Products revenue is partly recognized upon the shipment of products to the
distributor, the significant risks and rewards having been transferred to the
distributor, with further amounts being recognized in accordance with the
contractual terms upon shipment to the end user.
    
    Non-refundable up-front and milestone payments received by the Company are
recognized over the period of the earnings process.
    
    Royalty income is generated by sales of products incorporating the Companys
proprietary technology. Royalty revenues are recognized once the amounts due can
be reliably estimated based on the sale of underlying products and collectibility
is assured.
 48




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##### Table of Contents



®
  Application of the Revenue Policy to License Agreement with AstraZeneca UK Limited
 ®
 Upfront fee (£16.3 million)
 1.
    
    within one business day of the effective date of the AstraZeneca agreement;Pre-development milestones (£56 million in the aggregate)2.
    
    upon the decision by the Process Manufacturing and Supply Committee (or Steering Committee)
to progress the Process Science Programme to the manufacture of the first 3,000 litre batch of
the Product;3.
    
    upon the commencement of the first Phase 3 Trial;4.
    
    upon the decision by the relevant Person to continue the first Phase 3 Trial after the first
interim analysis of the Clinical Outcomes of such Phase 3 Trial;5.
    
    upon the filing of the first application for the first Health Registration Approval with
respect to the Product for use in the Primary Indication, wherever in the Territory;Post-development milestones (£115 million in the aggregate)6.
    
    upon the First Commercial Sale of the Product by or for the Licensee, any Affiliate of the
Licensee or any Sub-licensee (in each case, including by its Distributor), in the United
States;7.
    
    upon the First Commercial Sale of the Product by or for the Licensee, any Affiliate of the
Licensee or any Sub-licensee (in each case, including by its Distributor), in any Major
European Country;8.
    
    upon the First Commercial Sale of the Product by or for the Licensee, any Affiliate of the
Licensee or any Sub-licensee (in each case, including by its Distributor), in Japan;9.
    
    upon the grant of the first Health Registration Approval of the Product for use in the first
Secondary Indication in any Major Market;Manufacturing agreement and royalties10.
    
    upon shipment of commercial Product manufactured by the Company for sales post launch; and11.
    
    royalty on net sales of the Product achieved by the Licensee following launch.
 49




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##### Table of Contents



Obligations
    
    Performance period
    
    Deliverables
    
    Cash flows1.
    
    Delivery of
know-how and
regulatory
documentation
    
    All current
documents and know
how provided in
early period post
effective date with
additional support
provided until
receipt of
marketing approval
by the FDA after
which the Company
will have delivered
all support it is
able to provide
    
    Provision of
documentation and
internal resource
for no fee,
although certain
out of pocket
expenses may be
recovered for
attending specified
meetings
    
    Payments 1, 3, 4
and 5 (listed
above)2.
    
    Development of a
manufacturing
process as set out
in the Process
Science Agreement
    
    Period to date at
which Process
Manufacturing and
Supply Committee
(or Steering
Committee) agreed
to progress the
Process Science
Programme to the
manufacture of the
first 3,000 litre
batch of the
product
    
    Develop a robust
manufacturing
process to produce
2 batches of
product to agreed
specification
    
    Payment 2 (listed
above)3.
    
    Provision of
material for phase
3 clinical trial
    
    From completion of
obligation 2 up to
completion of phase
3 clinical trial
    
    Manufacture of
commercial batch of
material
    
    Payments 1, 3, 4
and 5 (listed
above)4.
    
    Participation in
Steering Committee
and Alliance
Manager
    
    From inception to
the receipt of
marketing approval
by the FDA
    
    Attendance and
participation at
meetings
    
    Payments 1, 3, 4
and 5 (listed
above)5.
    
    Infrastructural
improvements and
contract
manufacturing
    
    Delivery of product
for launch and
beyond
    
    Manufacturing
capacity and
product
    
    Payments 10 and 11
(listed above)
  IFRS treatment of the milestone payments
   50




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
    
    The milestone payments are non-refundable;
    
    The achievement of the milestone involves a degree of risk that was not
reasonably assured at the inception of the arrangement;
    
    Substantive effort is involved in achieving the milestone;
    
    The amount of the milestone payment is reasonable in relation to the effort
expended or the risk associated with the achievement of the milestone; and
    
    The time that passes between the payments compares to the effort required to
reach the milestone.
   £16,300,000 upfront, non-refundable payment
 ®
 51




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##### Table of Contents



£10,000,000 milestone on approval to commence 3,000 litre batch for commercial trial
  Clinical development milestones
  ®
 Deferred
tax
   Goodwill
 52




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##### Table of Contents



Research and development expenditure
  Research and development inventories
 
 ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 Directors and Senior Management
  Name
    
    Age
    
    Position within the CompanyExecutive DirectorsAndrew John Heath, M.D., Ph.D.(1)
    
    
    60
    
    
    Chief Executive Officer and DirectorRolf-Kristian Berndtson Soderstrom, BA, ACA
    
    
    42
    
    
    Finance Director and DirectorJames Campbell Christie, BSc., MBA
    
    
    50
    
    
    Operations Director and DirectorSaul Komisar, MBA, BS
    
    
    39
    
    
    President, Protherics Inc. and DirectorNon-Executive DirectorsStuart Michael Wallis, FCA, CTA(1)(2)
    
    
    62
    
    
    ChairmanGarry Watts, FCA(1)(2)(3)
    
    
    51
    
    
    DirectorJohn Robert Brown, Ph.D, MBA, FRSE(1)(2)(3)
    
    
    53
    
    
    DirectorBryan Geoffrey Morton, BSc., MBA(1)(2)(3)
    
    
    52
    
    
    DirectorJacques Gonella Ph.D(1)
    
    
    66
    
    
    DirectorExecutive OfficersIan Scoular, Ph.D, BSc, DMS
    
    
    58
    
    
    Director of Business DevelopmentSally Waterman, Ph.D, BSc, DMS
    
    
    50
    
    
    Director of Research & DevelopmentNick Staples, Ph.D, BSc
    
    
    38
    
    
    Director of Corporate Affairs
 
 (1)
    
    Member of Nomination Committee.(2)
    
    Member of Remuneration Committee(3)
    
    Member of Audit Committee Executive Directors
 53




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##### Table of Contents



Andrew John Heath, M.D., Ph.D.
 Rolf-Kristian Berndtson Soderstrom, B.A., A.C.A
 James Campbell Christie, B.Sc., M.B.A.
 Saul Komisar, M.B.A., B.S.
 Non-Executive Directors
 Stuart Michael Wallis, F.C.A., C.T.A.
 Garry Watts, F.C.A.
 John Robert Brown, Ph.D., M.B.A
 54




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##### Table of Contents



Bryan Geoffrey Morton, B.Sc., M.B.A.
 Jaques Gonella, Ph.D.,
 Executive Officers
 Ian Scoular, Ph.D., B.Sc., D.M.S.
 Sally Waterman, Ph.D., B.Sc., D.M.S.
 Nick Staples Ph.D., B.Sc.
   Audit Committee
 Remuneration Committee
 55




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##### Table of Contents



Nomination Committee.
 Board Practices
  Compliance with NASDAQ Marketplace Rules
   
    
    Rule 4350(f) requires that the quorum for any meeting of stockholders must not
be less than 33 1/3% of the outstanding shares of a companys common voting stock.
The Companys Articles of Association provide that not less than two shareholders
present in person or by proxy and entitled to vote shall constitute a quorum for
the transacting of business at any general meeting of shareholders. This quorum
requirement is consistent with customary practice in the United Kingdom and is not
prohibited by the laws of England and Wales.
    
    Rule 4350(c) requires that a majority of the board of directors be comprised of
independent directors as defined in Nasdaq Rule 4200. The Board has determined
that four directors, Messrs. Wallis, Watts, Brown and Morton meet the definition
of independent under Rule 4200. Accordingly, the Company currently does not
satisfy the Nasdaq requirement that a majority of the board of directors be
independent under Rule 4200. The Board of Directors does satisfy the
independence requirements of the Listing Rules of the U.K. Financial Services
Authority (the UKLA Listing Rules) and the laws of England and Wales.
    
    Rule 4350(c) requires that nominees to a companys board of directors be
selected, or recommended for the boards selection, either by a majority of the
companys independent directors or by a nominations committee comprised solely of
independent directors. Nominees for Protherics Board are selected by its
Nomination Committee, which is comprised of six directors, four of whom are
non-executive directors meeting NASDAQs definition of independent director.
Dr. Heath, as the Companys Chief Executive Officer, is not considered to be
independent under Nasdaq Rule 4350(c). Dr.
 56




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##### Table of Contents



Gonella, a former director of
MacroMed, Inc, which the Company acquired in January 2007, was a party to a
consulting agreement with MacroMed and is, therefore, not deemed to be
independent under Rule 4350(c). As comprised, however, the Nomination Committee
complies with the UKLA Listing Rules and the laws of England and Wales.
    
    Rule 4350(c) requires that the compensation of a listed companys chief
executive officer and its other executive officers be determined or recommended to
the board of directors either by a majority of the companys independent directors
or by a compensation committee comprised solely of independent directors.
Compensation of Protherics executive officers is determined by the Remuneration
Committee of the Board of Directors, which is currently comprised of four
non-executive directors meeting Nasdaqs definition of independent director.
Dr. Gonella resigned from the Remuneration Committee on July 26, 2007 and, as
previously disclosed, was not considered independent under Rule 4350. As
comprised, the Remuneration Committee also complies with the UKLA Listing Rules
and the laws of England and Wales.
    
    Rule 4350(i) requires that issuers obtain shareholder approval before a stock
option or purchase plan is established or materially amended or other equity
compensation arrangement is made pursuant to which stock may be acquired by
officers, directors, employees or consultants of the issuer, subject to certain
exceptions. The Company seeks shareholder approval for the adoption or amendment
of stock plans or stock purchase plans only as required by the Articles of
Association of the Company, the UKLA Listing Rules and the laws of England and
Wales. Subject to the exceptions permitted in the UKLA Listing Rules, this
involves seeking shareholder approval to any such plan that falls into either of
the following categories (as defined in the UKLA Listing Rules):
 a)
    
    an employees share scheme, if the scheme involves or may
involve the issue of new shares or the transfer of treasury shares; andb)
    
    a long-term incentive scheme in which one or more directors
of the Company is eligible to participate; andc)
    
    to non-minor amendments of any such scheme, to the extent
required by the rules of the relevant scheme. In this context, it should be
noted that the provisions of the rules relating to whether amendments to the
scheme rules must be approved by shareholders must themselves be drafted to
ensure compliance with the UKLA Listing Rules.
 Executive Compensation
  
    
    Executive remuneration packages are prudently designed to attract, motivate and
retain Directors of the necessary calibre and to reward them for enhancing value
to shareholders; and
    
    a substantial proportion of the remuneration of the Executive Directors should
be performance related. This is delivered through participation in the Companys
Deferred Bonus Plan and Long Term Incentive Plan, both of which are structured to
deliver share based payments which will align Directors interests with those of
shareholders and to reward participants for creating shareholder value.
 57




---



##### Table of Contents



Fixed
 
    
    Basic salary and benefits in kind
 Variable
 
    
    Annual incentive under the Deferred Bonus Plan (the DBP)
    
    Long Term Incentive Plan (the LTIP)
    
    Share option plans
  Policy
    
    Performance TargetsBase Salary
    
    Reflects market competitive level for
the role and individual contribution
    
    Individual contributionAnnual incentive 
under the DBP
    
       Maximum award 75% of base
salary for fiscal year 2008 (50% for
fiscal years 2006 and 2007)
    
    Personal performance
targets, specific to
individual directors.   Awards in excess of 50% of
base salary are subject to
significantly more stretching
performance conditions (fiscal year
2008 only)
    
    Deferred portion
awarded as an option
over shares, vesting
after two years   50% of the award generally
deferred into sharesLong-Term Incentive 
Plan
    
       LTIP is used as the primary
incentive mechanism for Executive
Directors and members of Senior
Management.
    
    Total Shareholder
Return against FTSE
All Share
Pharmaceutical & Biotech companies
(excluding FTSE 100
companies)   Grants up to 100% of base
salary2005 Executive 
Share Option Plan
    
       Not currently used for Executive Directors   In any event, other than in
exceptional circumstances, no
    
    Grants made to Senior
Management below Board
level are based on
Total Shareholder
Return against FTSE
All Share
Pharmaceutical &
Biotech companies
(excluding FTSE 100
companies)
 58




---



##### Table of Contents



Policy
    
    Performance Targetscombined
award could be made under both the
LTIP and the Executive Share Option
Plan in any one year which would
exceed 200% of salary
 
    
    Basic salaries and benefits in kind
   
    
    Annual incentive under the Deferred Bonus Plan
      Bonus as % of base salaryJ.C. Christie
    
    
    50
    %A.J. Heath
    
    
    50
    %S. Komisar
    
    
    50
    %B.M. Riley
    
    
    40
    %R.B. Soderstrom
    
    
    50
    %(1)
 
 (1)
    
    The bonus payable to R.B. Soderstrom for the year to March 31, 2008 is on a
pro rata basis to his period of service. 59




---



##### Table of Contents




    
    Pension contributions
  
    
    Long Term Incentive Plan
     
    
    Discretionary share option plans
  60




---



##### Table of Contents



Executive Director Service Contracts
 Date of
    
    
    
    Notice period due fromDirector
    
    Agreement
    
    Annual salary
    
    the Company
    
    the DirectorA. Heath
    
    November 6, 2001
    
    £301,250
U.S. $95,550
    
    12 months
    
    12 monthsB.M. Riley
    
    July 13, 1995
    
    £190,000(1)
    
    12 months
    
    6 monthsR.B. Soderstrom
    
    March 29, 2007
    
    £220,000
    
    12 months
    
    12 monthsJ.C. Christie
    
    September 21, 2000
    
    £190,000
    
    12 months
    
    6 monthsS. Komisar
    
    June 8, 2007
    
    $350,000(2)
    
    Nil(3)
    
    3 months
 
 (1)
    
    Mr. Riley resigned from the Board effective August 9, 2007.(2)
    
    Mr. Komisar and Mr. Soderstrom were appointed to the Board on April 26, 2007 and
August 9, 2007, respectively.(3)
    
    Mr. Komisars contract is terminable by the Company at any time upon written notice,
which shall specify the date of termination.     61




---



##### Table of Contents



Non-Executive Director Letters of Appointment
     Employees
  2008
    
    2007
    
    2006U.K.
    
    U.S.
    
    Australia
    
    U.K.
    
    U.S.
    
    Australia
    
    U.K.
    
    U.S.
    
    AustraliaManagement
    
    
    43
    
    
    
    4
    
    
    
    3
    
    
    
    36
    
    
    
    3
    
    
    
    5
    
    
    
    30
    
    
    
    2
    
    
    
    4Administration
    
    
    24
    
    
    
    10
    
    
    
    8
    
    
    
    24
    
    
    
    12
    
    
    
    5
    
    
    
    28
    
    
    
    5
    
    
    
    3Research and
production
    
    
    127
    
    
    
    36
    
    
    
    53
    
    
    
    119
    
    
    
    32
    
    
    
    30
    
    
    
    106
    
    
    
    7
    
    
    
    29Total
    
    
    194
    
    
    
    50
    
    
    
    64
    
    
    
    169
    
    
    
    47
    
    
    
    40
    
    
    
    164
    
    
    
    14
    
    
    
    36
   62




---



##### Table of Contents



Share Ownership
  6% ConvertibleOrdinary
    
    
    
    
    
    Loan NotesName
    
    shares owned
    
    Percentage
    
    (£)(1)S.M. Wallis
    
    
    566,689
    
    
    
    0.17
    %
    
    
    60,606A.J. Heath
    
    
    419,810
    
    
    
    0.12
    %
    
    
    24,242R. B. Soderstrom
    
    
    20,000
    
    
    
    0.01
    %
    
    
    J.C. Christie
    
    
    31,885
    
    
    
    0.01
    %
    
    
    S. Komisar
    
    
    27,594
    
    
    
    0.01
    %
    
    
    G. Watts
    
    
    90,000
    
    
    
    0.03
    %
    
    
    J.R. Brown
    
    
    22,500
    
    
    
    0.01
    %
    
    
    B.G. Morton
    
    
    
    
    
    
    
    
    
    
    J. Gonella(2)
    
    
    9,162,017
    (2)
    
    
    2.68
    %
    
    
    
 
 (1)
    
    The 6% Loan Notes are convertible into ordinary shares at 25p per ordinary
share from December 19, 2004 and expire by their terms on June 19, 2010.(2)
    
    Dr. Gonella received the above shares in consideration for his interest in
MacroMed, Inc. when it was acquired by the Company in January 2007. Share Options and Warrants Granted in Protherics PLC
   
    
    2005 Executive Share Option Plan (the ESOP).
  63




---



##### Table of Contents




    
    2005 Long-term Incentive Plan (the LTIP)
   % of totalProtherics PLC TSR relative to comparator group
    
    award vestingUpper decile
    
    
    100
    %Upper quartile
    
    
    80
    %Median
    
    
    30
    %Below median
    
    Nil
   
    
    2005 Deferred Bonus Plan (the DBP)
  64




---



##### Table of Contents




    
    Savings-related Share Option Plan
  
    
    Other plans and grants
   65




---



##### Table of Contents



66




---



##### Table of Contents



At April 1,
    
    
    
    
    
    
    
    
    
    Cancelled
    
    At June 30,
    
    ExerciseDate exercisable
    
    2007
    
    Granted
    
    Exercised
    
    Or expired
    
    2008
    
    price (p)Individual unapproved22 Dec 2002 to 21 Dec 2009
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    39.009 July 2002 to 8 July 2010
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    40.009 July 2002 to 8 July 2010
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    25.009 July 2002 to 31 May 2007
    
    
    3,850
    
    
    
    
    
    
    
    
    
    
    
    3,850
    
    
    
    
    
    
    
    U.S.$6.0021 Dec 2007 to 20 Jun 2009
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    86.0021 Jun 2008 to 20 Jun 2010
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    86.00Approved scheme28 Jan 2003 to 27 Jan 2010
    
    
    46,924
    
    
    
    
    
    
    
    5,461
    
    
    
    2,088
    
    
    
    39,375
    
    
    
    37.5028 Feb 2004 to 27 Feb 2011
    
    
    264,000
    
    
    
    
    
    
    
    35,000
    
    
    
    11,000
    
    
    
    218,000
    
    
    
    43.5019 Feb 2009 to 15 Feb 2016
    
    
    25,401
    
    
    
    
    
    
    
    
    
    
    
    25,401
    
    
    
    
    
    
    
    93.50Unapproved scheme22 June 2001 to 21 June 2008
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    
    
    
    
    46.0022 Dec 2002 to 21 Dec 2009
    
    
    385,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    385,000
    
    
    
    39.0027 Jan 2003 to 26 Jan 2010
    
    
    87,097
    
    
    
    
    
    
    
    
    
    
    
    2,440
    
    
    
    84,657
    
    
    
    37.502 Aug 2003 to 1 Aug 2010
    
    
    2,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,908
    
    
    
    28.5022 Feb 2004 to 21 Feb 2011
    
    
    1,145,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,145,000
    
    
    
    43.5016 Jan 2005 to 15 Jan 2012
    
    
    2,177,000
    
    
    
    
    
    
    
    25,000
    
    
    
    137,000
    
    
    
    2,015,000
    
    
    
    39.509 July 2005 to 8 July 2012
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    25.0020 Jun 2006 to 19 Jun 2013
    
    
    900,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900,000
    
    
    
    23.2524 Jun 2006 to 23 Jun 2013
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    25,000
    
    
    
    23.001 Mar 2007 to 28 Feb 2014
    
    
    735,660
    
    
    
    
    
    
    
    40,870
    
    
    
    
    
    
    
    694,790
    
    
    
    58.501 Mar 2009 to 28 Feb 2014
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.5027 Sep 2009 to 26 Sep 2014
    
    
    310,000
    
    
    
    
    
    
    
    
    
    
    
    236,185
    
    
    
    73,815
    
    
    
    49.5028 Feb 2008 to 27 Feb 2015*(1)
    
    
    716,475
    
    
    
    
    
    
    
    132,420
    
    
    
    584,055
    
    
    
    
    
    
    
    2.0019 Jul 2008 to 18 Jul 2015*(2)
    
    
    113,785
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113,785
    
    
    
    2.007 Sep 2008 to 6 Sep 2015
    
    
    115,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    15,000
    
    
    
    60.5021 Dec 2008 to 20 Dec 2015*(3)
    
    
    763,665
    
    
    
    
    
    
    
    
    
    
    
    11,607
    
    
    
    752,058
    
    
    
    2.0021 Dec 2008 to 20 Dec 2015
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,000
    
    
    
    78.5012 Jun 2009 to 11 Jun 2016*(4)
    
    
    944,359
    
    
    
    
    
    
    
    
    
    
    
    69,508
    
    
    
    874,851
    
    
    
    2.0012 Jun 2008 to 11 Jun 2016+(1)
    
    
    109,806
    
    
    
    
    
    
    
    36,818
    
    
    
    5,331
    
    
    
    67,657
    
    
    
    2.0012 Jun 2009 to 11 Jun 2016
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    86.0011 Jul 2009 to 10 Jul 2016
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    78.5022 Aug 2009 to 21 Aug 2016*(5)
    
    
    6,383
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,383
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016*(6)
    
    
    970,615
    
    
    
    
    
    
    
    
    
    
    
    77,185
    
    
    
    893,430
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    73.755 Jan 2010 to 4 Jan 2017
    
    
    630,000
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    570,000
    
    
    
    72.2511 Jun 2009 to 10 Jun 2017+(2)
    
    
    
    
    
    
    184,317
    
    
    
    
    
    
    
    14,793
    
    
    
    169,524
    
    
    
    2.0011 Jun 2010 to 10 Jun 2017*(7)
    
    
    
    
    
    
    1,620,901
    
    
    
    
    
    
    
    141,343
    
    
    
    1,479,558
    
    
    
    2.0011 Jun 2010 to 10 Jun 2017
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    58.7517 Jul 2010 to 16 Jul 2017*(7)
    
    
    
    
    
    
    8,510
    
    
    
    
    
    
    
    
    
    
    
    8,510
    
    
    
    2.0031 Jul 2010 to 30 Jul 2017*(8)
    
    
    
    
    
    
    19,633
    
    
    
    
    
    
    
    
    
    
    
    19,633
    
    
    
    2.0010 Aug 2010 to 9 Aug 2017*(9)
    
    
    
    
    
    
    423,076
    
    
    
    
    
    
    
    
    
    
    
    423,076
    
    
    
    2.0028 Sept 2010 to 17 Sept 2017*(10)
    
    
    
    
    
    
    17,346
    
    
    
    
    
    
    
    
    
    
    
    17,346
    
    
    
    2.0023 Nov 2010 to 22 Nov 2017*(11)
    
    
    
    
    
    
    1,594,962
    
    
    
    
    
    
    
    40,408
    
    
    
    1,554,554
    
    
    
    2.004 Dec 2010 to 3 Dec 2017*(12)
    
    
    
    
    
    
    13,302
    
    
    
    
    
    
    
    
    
    
    
    13,302
    
    
    
    2.009 Jun 2011 to 8 Jun 2018*(13)
    
    
    
    
    
    
    2,905,636
    
    
    
    
    
    
    
    35,076
    
    
    
    2,870,560
    
    
    
    2.009 Jun 2010 to 8 Jun 2018+(3)
    
    
    
    
    
    
    523,380
    
    
    
    
    
    
    
    
    
    
    
    523,380
    
    
    
    2.00Savings related options1 Feb 2009 to 31 Jul 2009
    
    
    245,954
    
    
    
    
    
    
    
    
    
    
    
    87,449
    
    
    
    158,505
    
    
    
    65.001 Feb 2011 to 31 Jul 2011
    
    
    381,924
    
    
    
    
    
    
    
    
    
    
    
    256,600
    
    
    
    125,324
    
    
    
    65.001 Feb 2010 to 31 Jul 2010
    
    
    68,424
    
    
    
    
    
    
    
    
    
    
    
    13,033
    
    
    
    55,391
    
    
    
    58.001 Feb 2012 to 31 Jul 2012
    
    
    115,749
    
    
    
    
    
    
    
    
    
    
    
    78,484
    
    
    
    37,265
    
    
    
    58.001 Jan 2010 to 30 Jun 2010
    
    
    
    
    
    
    285,759
    
    
    
    
    
    
    
    22,325
    
    
    
    263,434
    
    
    
    2.00
 67




---



##### Table of Contents



At April 1,
    
    
    
    
    
    
    
    
    
    Cancelled
    
    At June 30,
    
    ExerciseDate exercisable
    
    2007
    
    Granted
    
    Exercised
    
    Or expired
    
    2008
    
    price (p)1 Jan 2012 to 30 Jun 2012
    
    
    
    
    
    
    379,746
    
    
    
    
    
    
    
    
    
    
    
    379,746
    
    
    
    
    2.00Protherics PLC option plan for ex-Therapeutic Antibodies employees27 Jan 2000 to 29 June 2008
    
    
    162,238
    
    
    
    
    
    
    
    
    
    
    
    162,238
    
    
    
    
    
    
    175.0 to 312.013,112,217
    
    
    
    8,026,568
    
    
    
    275,569
    
    
    
    2,397,399
    
    
    
    18,465,817
 
 *
    
    Options issued or conditional shares awarded under the Long Term Incentive Plan approved by
the shareholders on January 27, 2005. The price of a share at the date of grant was (1)
54.75p, (2) 57.00p, (3) 78.50p, (4) 85.00p, (5) 79.25p,
(6) 73.75p, (7) 58.75p,(8) 47.75p,(9) 52.00p,(10) 49.00p,(11) 53.75p,(12) 54.75p and (13) 37.00p.+
    
    Options issued or conditional shares awarded under the Deferred Bonus Plan approved by the
shareholders on January 27, 2005. The price of a share at the date of grant was (1)
85.00p, (2) 58.75p and (3) 37.00p.  68




---



##### Table of Contents



Share Options held by Directors of Protherics PLC
  At April
    
    
    
    
    
    
    
    
    
    
    
    
    
    At June
    
    Exercise
    
    Exercisable1, 2007
    
    Granted
    
    Exercised
    
    Cancelled
    
    30, 2008
    
    Price (p)
    
    From
    
    ToUnapproved optionsB. M. Riley(2)
    
    Unapproved
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    46.00
    
    
        22 Jun 2001
    
        21 Jun 2008Unapproved
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    39.00
    
    
        22 Dec 2002
    
        21 Dec 2009Unapproved
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    43.50
    
    
        22 Feb 2004
    
        30 Apr 2010Unapproved
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    39.50
    
    
        16 Jan 2005
    
        30 Apr 2010Unapproved
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    23.25
    
    
        20 Jun 2006
    
        30 Apr 2010Unapproved
    
    
    183,915
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,915
    
    
    
    58.50
    
    
        1 Mar 2007
    
        30 Apr 2010LTIP
    
    
    132,420
    
    
    
    
    
    
    
    132,420
    (4)(6)
    
    
    
    
    
    
    
    
    
    
    2.00
    (7)
    
        28 Feb 2008
    
        30 Apr 2010LTIP
    
    
    92,357
    
    
    
    
    
    
    
    
    
    
    
    4,302
    (3)
    
    
    88,055
    (4)
    
    
    2.00
    (8)
    
        1 Nov 2008
    
        30 Apr 2010LTIP
    
    
    102,128
    
    
    
    
    
    
    
    
    
    
    
    20,892
    (3)
    
    
    81,236
    (4)
    
    
    2.00
    (9)
    
        1 Nov 2008
    
        30 Apr 2010LTIP
    
    
    119,322
    
    
    
    
    
    
    
    
    
    
    
    44,678
    (3)
    
    
    74,644
    (4)
    
    
    2.00
    (10)
    
        1 Nov 2008
    
        30 Apr 2010LTIP
    
    
    
    
    
    
    161,702
    
    
    
    
    
    
    
    86,832
    (3)
    
    
    74,870
    (4)
    
    
    2.00
    (11)
    
        1 Nov 2008
    
        30 Apr 20101,415,142
    
    
    
    161,702
    
    
    
    132,420
    
    
    
    156,704
    
    
    
    1,287,720J. C. Christie
    
    Unapproved
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.00
    
    
        22 Dec 2002
    
        21 Dec 2009Unapproved
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    43.50
    
    
        22 Feb 2004
    
        21 Feb 2011Unapproved
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.50
    
    
        16 Jan 2005
    
        15 Jan 2012Unapproved
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    23.25
    
    
        20 Jun 2006
    
        19 Jun 2013Unapproved
    
    
    122,610
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,610
    
    
    
    58.50
    
    
        1 Mar 2007
    
        28 Feb 2014LTIP
    
    
    111,416
    
    
    
    
    
    
    
    
    
    
    
    111,416
    
    
    
    
    
    
    
    2.00
    (7)
    
        28 Feb 2008
    
        27 Feb 2015LTIP
    
    
    77,707
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,707
    
    
    
    2.00
    (8)
    
        21 Dec 2008
    
        20 Dec 2015LTIP
    
    
    101,547
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101,547
    
    
    
    2.00
    (9)
    
        12 Jun 2009
    
        11 Jun 2016LTIP
    
    
    118,644
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118,644
    
    
    
    2.00
    (10)
    
        15 Dec 2009
    
        14 Dec 2016LTIP
    
    
    
    
    
    
    161,702
    
    
    
    
    
    
    
    
    
    
    
    161,702
    
    
    
    2.00
    (11)
    
        11 Jun 2010
    
        10 Jun 2017LTIP
    
    
    
    
    
    
    176,744
    
    
    
    
    
    
    
    
    
    
    
    176,744
    
    
    
    2.00
    (13)
    
        23 Nov 2010
    
        22 Nov 2017LTIP
    
    
    
    
    
    
    270,270
    
    
    
    
    
    
    
    
    
    
    
    270,270
    
    
    
    2.00
    (14)
    
        9 Jun 2011
    
        8 Jun 2018DBP
    
    
    
    
    
    
    128,378
    
    
    
    
    
    
    
    
    
    
    
    128,378
    
    
    
    2.00
    (14)
    
        9 Jun 2010
    
        8 Jun 2018SAYE
    
    
    14,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,384
    
    
    
    65.00
    
    
        1 Feb 2009
    
        31 Jul 2009Total
    
    
    
    
    
    
    1,226,308
    
    
    
    737,094
    
    
    
    
    
    
    
    111,416
    
    
    
    1,851,986S. Komisar(1)
    
    Unapproved
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    39.00
    
    
        22 Dec 2002
    
        21 Dec 2009Unapproved
    
    
    11,629
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,629
    
    
    
    37.50
    
    
        27 Jan 2003
    
        26 Jan 2010Unapproved
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    43.50
    
    
        22 Feb 2004
    
        21 Feb 2011Unapproved
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    23.25
    
    
        20 Jun 2006
    
        19 Jun 2013Unapproved
    
    
    143,045
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,045
    
    
    
    58.50
    
    
        1 Mar 2007
    
        28 Feb 2014LTIP
    
    
    100,251
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,251
    
    
    
    2.00
    (7)
    
        19 Jul 2008(5)LTIP
    
    
    72,380
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,380
    
    
    
    2.00
    (8)
    
        21 Dec 2008(5)LTIP
    
    
    91,456
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,456
    
    
    
    2.00
    (9)
    
        12 Jun 2009(5)LTIP
    
    
    100,173
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,173
    
    
    
    2.00
    (10)
    
        15 Dec 2009(5)LTIP
    
    
    
    
    
    
    151,396
    
    
    
    
    
    
    
    
    
    
    
    151,396
    
    
    
    2.00
    (11)
    
        11 Jun 2010(5)LTIP
    
    
    
    
    
    
    157,980
    
    
    
    
    
    
    
    
    
    
    
    157,980
    
    
    
    2.00
    (13)
    
        23 Nov 2010(5)LTIP
    
    
    
    
    
    
    252,460
    
    
    
    
    
    
    
    
    
    
    
    252,460
    
    
    
    2.00
    (14)
    
        9 Jun 2011(5)DBP
    
    
    27,594
    
    
    
    
    
    
    
    27,594
    
    
    
    
    
    
    
    
    
    
    
    2.00
    (9)
    
        12 Jun 2008(5)DBP
    
    
    
    
    
    
    50,177
    
    
    
    
    
    
    
    
    
    
    
    50,177
    
    
    
    2.00
    (11)
    
        11 Jun 2009(5)Total
    
    
    
    
    
    
    911,528
    
    
    
    612,013
    
    
    
    27,594
    
    
    
    
    
    
    
    1,495,947A. J. Heath
    
    TA Plan
    
    
    116,300
    
    
    
    
    
    
    
    
    
    
    
    116,300
    
    
    
    
    
    
    
    175.00
    
    
        27 Jan 2000
    
        29 Jun 2008Unapproved
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    43.50
    
    
        22 Feb 2004
    
        21 Feb 2011Unapproved
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    39.50
    
    
        16 Jan 2005
    
        15 Jan 2012Unapproved
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    23.25
    
    
        20 Jun 2006
    
        19 Jun 2013Unapproved
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.50
    
    
        1 Mar 2009
    
        28 Feb 2014
 69




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##### Table of Contents



At April
    
    
    
    
    
    
    
    
    
    
    
    
    
    At June
    
    Exercise
    
    Exercisable1, 2007
    
    Granted
    
    Exercised
    
    Cancelled
    
    30, 2008
    
    Price (p)
    
    From
    
    ToLTIP
    
    
    221,233
    
    
    
    
    
    
    
    
    
    
    
    221,233
    
    
    
    
    
    
    
    2.00
    (7)
    
        28 Feb 2008
    
        27 Feb 2015LTIP
    
    
    157,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157,556
    
    
    
    2.00
    (8)
    
        21 Dec 2008
    
        20 Dec 2015LTIP
    
    
    186,507
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186,507
    
    
    
    2.00
    (9)
    
        12 Jun 2009
    
        11 Jun 2016LTIP
    
    
    215,304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    215,304
    
    
    
    2.00
    (10)
    
        15 Dec 2009
    
        14 Dec 2016LTIP
    
    
    
    
    
    
    297,661
    
    
    
    
    
    
    
    
    
    
    
    297,661
    
    
    
    2.00
    (11)
    
        11 Jun 2010
    
        10 Jun 2017LTIP
    
    
    
    
    
    
    325,581
    
    
    
    
    
    
    
    
    
    
    
    325,581
    
    
    
    2.00
    (13)
    
        23 Nov 2010
    
        22 Nov 2017LTIP
    
    
    
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    2.00
    (14)
    
        9 Jun 2011
    
        8 Jun 2018Individual Plan
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    39.00
    
    
        22 Dec 2002
    
        21 Dec 2009Total
    
    
    
    
    
    
    3,621,900
    
    
    
    1,123,242
    
    
    
    
    
    
    
    337,533
    
    
    
    4,407,609R. B.
    
    LTIP
    
    
    
    
    
    
    423,076
    
    
    
    
    
    
    
    
    
    
    
    423,076
    
    
    
    2.00
    (12)
    
        10 Aug 2010
    
        9 Aug 2017Soderstrom(1)
    
    LTIP
    
    
    
    
    
    
    204,651
    
    
    
    
    
    
    
    
    
    
    
    204,651
    
    
    
    2.00
    (13)
    
        23 Nov 2010
    
        22 Nov 2017LTIP
    
    
    
    
    
    
    313,513
    
    
    
    
    
    
    
    
    
    
    
    313,513
    
    
    
    2.00
    (14)
    
        9 Jun 2011
    
        8 Jun 2018DBP
    
    
    
    
    
    
    99,099
    
    
    
    
    
    
    
    
    
    
    
    99,099
    
    
    
    2.00
    (14)
    
        9 Jun 2010
    
        8 Jun 2018Total
    
    
    
    
    
    
    
    
    
    
    1,040,339
    
    
    
    
    
    
    
    
    
    
    
    1,040,339
 (1)
    
    Messrs.Komisar and Soderstrom were appointed to the Board on April 26, 2007 and
August 9, 2007 respectively. Their options are stated as at their date of appointment.(2)
    
    Mr. Riley resigned from the Board effective August 9, 2007.(3)
    
    Following Mr. Rileys resignation from the Board, these awards were forfeited to
the extent shown (see Note 4 below).(4)
    
    Having carefully considered Mr. Rileys performance during his tenure as Finance
Director and with due regard to the requirement to mitigate loss, the Committee has exercised
its discretion under the terms of the Long Term Incentive Plan to allow a proportion of Mr.
Rileys LTIP option awards to vest with effect from August 9, 2007, being the effective date
of his resignation from the Board. In determining whether it was appropriate to exercise this
discretion, the Committee gave due consideration to Mr. Rileys achievements in delivering
shareholder value during his tenure as a Director of the Company. The percentage of the LTIP
option awards vesting was time apportioned from the date of grant of the award to the date of
his termination of employment with the Company on October 30, 2008. All options held by Mr.
Riley under the Unapproved Scheme at the time of his resignation from the Board had met the
relevant performance conditions and were exercisable in full. The Committee has determined
that Mr. Rileys LTIP and Unapproved options will expire 18 months from his termination date,
or, if earlier, ten years from the their date of grant.(5)
    
    Awards made under the terms of the LTIP and DBP to Mr. Komisar are in the form of
Performance Shares. LTIP awards vest three years from the date of grant subject to the
achievement of the relevant performance conditions. Awards under the DBP vest two years from
the date of grant.(6)
    
    On March 7, 2008, Mr. Riley exercised an option over 132,420 ordinary shares
granted under the terms of the LTIP. The market price of the Companys ordinary shares on the
date of exercise was 51.00p.The market price of the Companys ordinary shares on the date of grant was
(7)57.00p(8)78.50p,(9)85.00p,(10)73.75p,
(11) 58.75p, (12)52.0p, and (13)53.75p, and (14)37.00p
  70




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Plan
    
    Performance condition(1)Option granted
prior to March 1,
2004 under the
Unapproved and
Approved Share
Option Plans
    
    May be exercised on any date between three and ten years from the date of
the grant of the option subject to the Companys share price
outperforming the average price of shares in the FTSE Pharmaceutical
Index in any three-year period commencing on or after the date of grant
of the option.Option granted on
March 1, 2004 under
the Unapproved Plan
    
    Performance is measured after three years from the date of grant by
measuring the Total Shareholder Return (TSR) of the Company against a
comparator group consisting of the FTSE All Share Pharmaceutical and Biotech Index.Options issued to
existing holders
with a total
aggregate value (at
the date of grant)
of up to four times
annual salary
    
    TSR performance
Upper quartile
Median
Below median
    
    % of award vesting
100%
33%
NilThe Committee must also be satisfied that there has been an improvement
in the Companys underlying financial performance over the period.Options granted under the Unapproved Plan on September 27, 2004 matured on September 27, 2007.
Following application of the above measures, the Remuneration Committee determined that 35.15% of
the shares would vest.Option granted on
March 1, 2004 under
the Unapproved Plan
    
    Performance is measured after five years from the date of grant by
measuring the TSR of the Company against a comparator group consisting of
the FTSE All Share Pharmaceutical and Biotech Index.For options granted
to existing holders
with a total
aggregate value (at
the date of grant)
between four and
eight times annual
salary
    
    TSR performance
Upper quartile
Median
Below median
    
    % of award vesting
100%
33%
NilThe Committee must also be satisfied that there has been an improvement
in the Companys underlying financial performance over the period.Option granted 
under the 2005
Executive Share 
Option Plan
    
    Performance is measured after three years from the date of grant by
measuring the TSR of the Company against a comparator group consisting of
the FTSE All Share Pharmaceutical and Biotech Index excludes those
companies in the FTSE 100 (currently AstraZeneca PLC, GlaxoSmithKline PLC and Shire plc)None of the
Directors hold
options under this
Plan.
    
    TSR performance
Upper decile
Upper quartile
Median
Below median
    
    % of award vesting
100%
80%
30%
Nil
 71




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##### Table of Contents



Plan
    
    Performance condition(1)Long Term Incentive 
Plan
    
    Performance is measured after three years from the date of grant by
measuring the TSR of the Company against a comparator group consisting of
the FTSE All Share Pharmaceutical and Biotech Index excludes those
companies in the FTSE 100 (currently AstraZeneca PLC, GlaxoSmithKline PLC
and Shire plc)TSR performance
Upper decile
Upper quartile
Median
Below median
    
    % of award vesting
100%
80%
30%
NilOptions granted on February 28, 2005 matured on February 28, 2008.
Following application of the above measures, the Remuneration Committee
determined that nil shares would vest.Performance
criteria for
individual options
granted to A.J.
Heath (Individual
Plan):
    
    The option may generally be exercised only between the third and tenth
anniversaries of the date of grant, and on the date of exercise, the
share price must have outperformed the average of the FTSE
Pharmaceuticals Index in any preceding three-year period.The option lapses if Dr. Heath leaves the Company voluntarily, and must
be exercised within three months if his employment ceases by reason of
injury, disability, sickness or redundancy. The agreement confers no
pensionable benefits. No amendment may be made to the benefit of Dr.
Heath without the prior approval of the Company in General Meeting except
for minor amendments to benefit the administration of the agreement or to
obtain or maintain favorable tax, exchange control or regulatory
treatment for Dr. Heath or any Group Member.Performance 
criteria for the 
Protherics PLC Plan 
for ex-Therapeutic 
Antibodies 
employees (TAb 
Plan):
    
    Dr. Heath holds options over 116,300 shares under the Protherics PLC Plan
for ex-Therapeutic Antibodies employees (TAb). There are no performance
criteria under this Plan, which mirrors the terms of the Therapeutic
Antibodies 1990 Plan, from which the options were transferred.
 
 (1)
    
    In exception circumstances, the Remuneration Committee has discretion to
waive or amend performance conditions on awards under the LTIP and the 2005 Executive Share Option
Plan. In using this discretion, the Committee may consider, as appropriate, the extent to which the
performance period has elapsed and the performance conditions have been met over that period
although this is not required under the rules of the schemes.   72




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##### Table of Contents



ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 Major Shareholders
  # of
    
    % ofShareholder
    
    shares
    
    issued sharesAXA S.A.
    
    
    41,716,497
    
    
    
    12.26
    %Aviva plc
    
    
    40,910,879
    
    
    
    12.05
    %INVESCO plc
    
    
    37,361,912
    
    
    
    11.01
    %HBOS plc
    
    
    20,245,926
    
    
    
    5.97
    %
    Related Party Transactions
     73




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##### Table of Contents



Interests of Experts and Counsel
  
 ITEM 8. FINANCIAL INFORMATION
 Consolidated Statements and Other Financial Information
  Legal Proceedings
  Dividend Policy
  
 ITEM 9. LISTING
    74




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##### Table of Contents



Ordinary Shares
    
    American Depositary Shares(1)Financial Year Ended March 31,
    
    High
    
    Low
    
    High
    
    Low£
    
    £
    
    $
    
    $2004
    
    
    0.618
    
    
    
    0.1652005
    
    
    0.658
    
    
    
    0.4672006
    
    
    0.998
    
    
    
    0.450
    
    
    
    18.99
    (2)
    
    
    8.50
    (2)2007First Quarter
    
    
    0.925
    
    
    
    0.783
    
    
    
    16.99
    
    
    
    15.15Second Quarter
    
    
    0.910
    
    
    
    0.780
    
    
    
    17.25
    
    
    
    13.90Third Quarter
    
    
    0.953
    
    
    
    0.640
    
    
    
    17.26
    
    
    
    12.53Fourth Quarter
    
    
    0.793
    
    
    
    0.658
    
    
    
    15.44
    
    
    
    12.642008First Quarter
    
    
    0.725
    
    
    
    0.535
    
    
    
    14.36
    
    
    
    10.90Second Quarter
    
    
    0.598
    
    
    
    0.458
    
    
    
    12.30
    
    
    
    9.00Third Quarter
    
    
    0.578
    
    
    
    0.460
    
    
    
    12.40
    
    
    
    9.48Fourth Quarter
    
    
    0.608
    
    
    
    0.428
    
    
    
    12.33
    
    
    
    9.742009First Quarter
    
    
    0.548
    
    
    
    0.300
    
    
    
    10.50
    
    
    
    6.45
 Calendar Year 2008Most Recent Six MonthsJanuary
    
    
    0.605
    
    
    
    0.495
    
    
    
    12.33
    
    
    
    9.74February
    
    
    0.560
    
    
    
    0.503
    
    
    
    12.00
    
    
    
    10.71March
    
    
    0.540
    
    
    
    0.428
    
    
    
    11.59
    
    
    
    10.25April
    
    
    0.548
    
    
    
    0.450
    
    
    
    10.50
    
    
    
    8.52May
    
    
    0.488
    
    
    
    0.420
    
    
    
    9.30
    
    
    
    8.52June
    
    
    0.410
    
    
    
    0.300
    
    
    
    8.92
    
    
    
    6.45
 
 (1)
    
    Each American Depositary Share represents 10 ordinary shares.(2)
    
    Period covers from September 28, 2005, the date trading of the American Depositary
Shares on the NASDAQ Stock Market commenced, to March 31, 2006. 
 ITEM 10. ADDITIONAL INFORMATION
 Memorandum and Articles of Association
 Objects and Purposes
   Voting Rights
  75




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##### Table of Contents



(a)
    
    any calls or other moneys due and payable in respect of these shares remain unpaid; or(b)
    
    he or any person appearing to be interested in shares held by
him has been duly served with a direction notice under section 793 of the
Companies Act 2006 concerning the disclosure of interests in voting shares, and
has failed to supply the Company with the information required by the notice or
has supplied information which is false or misleading in a material respect.
  Dividends and other payments
      Return of Capital
  76




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##### Table of Contents



Variation of Rights
  Transfers
     Directors of Protherics
   77




---



##### Table of Contents



(a)
    
    the giving of any guarantee, security or indemnity to him in
respect of money lent or obligations incurred by him or by any other person at
the request of or for the benefit of the Company or any of its subsidiary
undertakings;(b)
    
    the giving of any guarantee, security or indemnity to a third
party in respect of a debt or obligation of the Company or any of its
subsidiary undertakings for which he himself has assumed responsibility in
whole or in part under a guarantee or indemnity or by the giving of security;(c)
    
    any proposal concerning an offer of any shares, debentures or
other securities of or by the Company or any of its subsidiary undertakings for
subscription or purchase in which offer he is or may be entitled to participate
as a holder of securities or in the underwriting or sub-underwriting of which
he is to participate;(d)
    
    any contract, arrangement or transaction concerning any other
body corporate in which he or any other person connected with him within the
meaning of Section 252-2 of the Companies Act 2006 is interested, directly or
indirectly and whether as an officer or shareholder or otherwise howsoever
provided that he is not nor any persons connected with him are not to his
knowledge, the holder of or beneficially interested in (under sections 820-825
of the Companies Act 2006) one per cent or more of any class of the equity
share capital of such body corporate or of the voting rights available to
members of the relevant body corporate;(e)
    
    any contract, arrangement or transaction for the benefit of the
employees of the Company or any of its subsidiaries which does not accord to
them privileges or advantages not accorded to the employees to whom the scheme
relates;(f)
    
    any contract, arrangement or transaction concerning any
insurance which the Company is to purchase and/or maintain for the benefit of
any Directors;(g)
    
    the giving of any indemnity pursuant to the articles of
association; and(h)
    
    the provision of funds to any Director to meet or doing an act
enabling the directors to avoid incurring expenditure as described in sections
205(1) or 206 of the Companies Act 2006.
     78




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##### Table of Contents



Borrowing powers
   (a)
    
    the nominal issued and paid up capital of the Company; and(b)
    
    the amounts standing to the credit of the consolidated reserves
of the Group whether distributable or undistributable and including (without
limitation) share premium amount, capital redemption reserve and profit and
loss account all as shown in a consolidation of the then latest audited balance
sheet of the Group but after:
 (A)
    
    making such adjustments as may be appropriate
in respect of any variation in the issued and paid up share capital the
share premium account and the capital redemption reserve fund of the
Company or merger reserve since the date of its latest audited
consolidated balance sheet and any shares whose issue has been
underwritten, but which have not yet been issued shall be deemed to
have been paid up to the extent that the underwriters or other persons
are liable therefore;(B)
    
    excluding therefrom (i) any sums set aside for
future taxation; (ii) amounts attributable to outside shareholders in
subsidiary undertakings and adding back an amount equal to amounts
charged in respect of any deferred tax liabilities and any deficit
relating to pensions and other post retirement/employment benefits or
any asset or liability which has been revalued; and deducting from
reserves amounts credited in respect of any deferred tax assets and any
surpluses relating to pensions and other post retirement/employment
benefits or any asset or liability which has been revalued;.(C)
    
    deducting therefrom (i) an amount equal to any
distribution by the Company or any subsidiary undertaking out of
profits earned prior to the date of its latest audited balance sheet
and which have been declared, recommended or made since that date
except so far as provided for in
 79




---



##### Table of Contents



such balance sheet, (ii) goodwill and other intangible assets and
(iii) any debit balances on profit and loss account; and
 (D)
    
    making such adjustments (if any) as the
Auditors may consider appropriate.
 Alteration of Capital
     Liability to further capital calls by the Company
  Annual and Extraordinary General Meetings
      80




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##### Table of Contents



Limitations on the Right to Own Securities
   Relevant Provisions Applicable to Companies Under English Law
 Discrimination against shareholders as a result of such shareholder owning a substantial
number of shares
    Changes in Control of the Company
  Disclosure of Shareholder Ownership
  81




---



##### Table of Contents



Material Contracts
  AstraZeneca UK Limited
 ®
 ® ®
  Altana, Inc.
 ® ® ® ®
 Glenveigh Pharmaceuticals LLC
 ® ®
 82




---



##### Table of Contents



CoVaccine BV
 
 Advance In Vitro Cell Technologies S.L. (Advancell)
  Diatos SA
 ®
 Samyang Genex Corporation
 ® ® ® ®
 Idis Limited
 ®
 83




---



##### Table of Contents



Chesapeake Biological Laboratories Inc
 ® ®
 Scientific Collaborations
  Exchange Controls
  Taxation
    84




---



##### Table of Contents



This discussion does not apply to any person who is not a U.S. holder or to any person who
does not hold ordinary shares or ADSs.
 United States Federal Income Tax Consequences to U.S. Holders
 Taxation of Dividends
    85




---



##### Table of Contents



Taxation of Capital Gains
  Information Reporting and Backup Withholding
  
    
    when required, demonstrates this fact or provides a taxpayer identification number;
    
    certifies as to no loss of exemption from backup withholding; and
    
    otherwise complies with the backup withholding rules.
  86




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##### Table of Contents



The foregoing discussion assumes that the Company is not currently, and will not in the future
become, a passive foreign investment company for U.S. federal income tax purposes. If the
Company were classified as a passive foreign investment company, the U.S. federal income tax
consequences to you with respect to the ordinary shares and ADSs would be significantly different
than that described above and you generally would be subject to increased U.S. federal income tax
liabilities and possibly interest charges, as described below.
 Passive Foreign Investment Company Rules
   You should consult your own tax advisors prior to the purchase of ordinary shares or ADSs and
from time to time concerning the status of the Company as a PFIC and the consequences of making an
election as described above. Neither the Company nor its advisors have a duty or will undertake to
inform you that the Company is a PFIC or of changes in circumstances that would cause the Company
to become a PFIC.
 United Kingdom Tax Consequences to U.S. Holders
 Taxation of Dividends
  87




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##### Table of Contents



Taxation of Capital Gains
  Stamp Duty and Stamp Duty Reserve Tax
   Documents on Display
  
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Financial instruments
   88




---



##### Table of Contents



Foreign currency risk
     Exchange Rate Sensitivity
  Fair2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Total
    
    
    valueOn-Balance Sheet Financial Instruments
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Finance Lease obligationsFixed Rate (US$ denominated)
    
    
    17
    
    
    
    12
    
    
    
    2
    
    
    
    1
    
    
    
    
    
    
    
    32
    
    
    
    
    (1)Average interest rate
    
    
    16.6
    %
    
    
    16.0
    %
    
    
    12.1
    %
    
    
    11.3
    %
    
    
    
    
    
    
    16.0
    %Bank Loans
 89




---



##### Table of Contents



Fair2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Total
    
    
    value£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000On-Balance Sheet Financial InstrumentsFixed Rate (US$ denominated)
    
    
    2
    
    
    
    141
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143
    
    
    
    142Average interest rate
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    
    
    
    
    
    
    
    
    5.6
    %Finance Lease obligationsFixed Rate (A$ denominated)
    
    
    63
    
    
    
    30
    
    
    
    18
    
    
    
    8
    
    
    
    
    
    
    
    119
    
    
    
    
    (1)Average interest rate
    
    
    7.5
    %
    
    
    7.6
    %
    
    
    7.6
    %
    
    
    7.6
    %
    
    
    
    
    
    
    7.5
    %Australian Notes payableFloating Rate (A$ denominated)
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    8Average interest rate
    
    
    6.3
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.3
    %
 
 (1)
    
    The fair value of the Companys lease obligations approximates to their
carrying value. Interest rate risk
   Amounts falling due:Within
    
    
    Between
    
    
    Between
    
    
    Between
    
    
    Between
    
    
    Over 51 year
    
    
    1 and 2 years
    
    
    2 and 3 years
    
    
    3 and 4 years
    
    
    4 and 5 years
    
    
    years
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £0002008Floating rate:Cash at hand and in bank
    
    
    1,166
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,166Fixed rate:Short term bank deposits
    
    
    36,494
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,494Bank overdrafts
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )Borrowings
    
    
    (10
    )
    
    
    (141
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (151
    )6% Convertible unsecured loan notes
    
    
    
    
    
    
    (1,971
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,971
    )Obligations under finance lease
    
    
    (966
    )
    
    
    (682
    )
    
    
    (638
    )
    
    
    (333
    )
    
    
    (59
    )
    
    
    
    
    
    
    (2,678
    )
 Anticipated Transactions and Related Derivatives
  90




---



##### Table of Contents



Interest Rate Sensitivity
  Fair2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Total
    
    
    value£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Finance Lease obligationsFixed Rate (£ denominated)
    
    
    886
    
    
    
    640
    
    
    
    618
    
    
    
    324
    
    
    
    59
    
    
    
    2,527
    
    
    
    
    (1)Average interest rate
    
    
    7.9
    %
    
    
    7.9
    %
    
    
    8.0
    %
    
    
    8.2
    %
    
    
    8.8
    %
    
    
    8.0
    %Fixed Rate (US$ denominated)
    
    
    17
    
    
    
    12
    
    
    
    2
    
    
    
    1
    
    
    
    
    
    
    
    32
    
    
    
    
    (1)Average interest rate
    
    
    16.6
    %
    
    
    16.0
    %
    
    
    12.1
    %
    
    
    11.3
    %
    
    
    
    
    
    
    16.0
    %Fixed Rate (A$ denominated)
    
    
    63
    
    
    
    30
    
    
    
    18
    
    
    
    8
    
    
    
    
    
    
    
    119
    
    
    
    
    (1)Average interest rate
    
    
    7.5
    %
    
    
    7.6
    %
    
    
    7.6
    %
    
    
    7.6
    %
    
    
    
    
    
    
    7.5
    %Bank LoansFixed Rate (US$ denominated)
    
    
    2
    
    
    
    141
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143
    
    
    
    142Average interest rate
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.6
    %Australian Notes payableFloating Rate (A$ denominated)
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    8Average interest rate
    
    
    6.3
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.3
    %Convertible Loan NotesFixed Rate (£ denominated) (2)
    
    
    
    
    
    
    
    
    
    
    2,050
    
    
    
    
    
    
    
    
    
    
    
    2,050
    
    
    
    1,965
    (3)Average interest rate
    
    
    
    
    
    
    
    
    
    
    6.0
    %
    
    
    
    
    
    
    
    
    
    
    6.0
    %
 
 (1)
    
    The fair value of the Companys lease obligations approximates to their
carrying value.(2)
    
    The book value of this instrument was £1,971,000 at March 31, 2008.(3)
    
    This represents the fair value of the liability component of a bifurcated
instrument. Liquidity risk
  Fair values of financial assets and financial liabilities
  91




---



##### Table of Contents



ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  
 PART II
 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
   92




---



##### Table of Contents



ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
   
    
    Composition of the Remuneration Committee. Dr. Gonella, who is not considered by the
Board to be independent due to the material business relationship he has had with the
Company as a non-executive director and shareholder of MacroMed, Inc., a company acquired
by Protherics in January 2007, was a member of the Remuneration Committee from the start of
the year until July 26, 2007. Dr. Gonella brings substantial knowledge and experience of
the pharmaceutical business, which assists the Committee in discharging its duties.
However, the Board acknowledges the recommendations of the Code in the respect of
Remuneration Committee independence and has resolved that Dr. Gonella will attend meetings
of the Committee by invitation only. Accordingly, Dr. Gonella resigned from the Committee
on July 26, 2007. Following his resignation, the Committee is comprised solely of
independent non-executive Directors.
 
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2008
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    2006KPMG Audit PLC
    
    
    PwC LLP
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Audit fees
    
    
    245
    
    
    
    174
    
    
    
    61
    
    
    
    235
    
    
    
    101Audit related fees
    
    
    16
    
    
    
    10
    
    
    
    
    
    
    
    10
    
    
    
    36Tax fees
    
    
    50
    
    
    
    26
    
    
    
    54
    
    
    
    80
    
    
    
    117All other fees
    
    
    94
    
    
    
    249
    
    
    
    
    
    
    
    249
    
    
    
    Total
    
    
    405
    
    
    
    459
    
    
    
    115
    
    
    
    574
    
    
    
    254
  93




---



##### Table of Contents



Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
   
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  94




---



##### Table of Contents



PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  
 ITEM 19. EXHIBITS
   PageAuditors Report (KPMG Audit Plc)
    
    F-1Auditors Report (PricewaterhouseCoopers LLP)
    
    F-3Income Statements for the years ended
March 31, 2006, 2007 and 2008
    
    F-4Statements of Recognised Income & Expense
March 31, 2006, 2007 and 2008
    
    F-4Balance Sheets at March 31, 2007 and March 31, 2008
    
    F-5Cash Flow Statements for the years ended
March 31, 2006, 2007 and 2008
    
    F-6Notes to Financial Statements
    
    F-7
    ExhibitNumber
    
    Exhibit Title1.1
    
    Articles of Association of Protherics PLC, as amended on July 22, 2008*1.2
    
    Memorandum of Association of Protherics PLC (6)2.1
    
    Instrument constituting 6 per cent. Unsecured Convertible Loan Notes 2010 (3)
 95




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Title2.2
    
    Instrument constituting Unsecured Convertible Loan Notes 2026 (2)4.1
    
    Distribution Agreement, dated October 11, 1997, between Therapeutic Antibodies Inc. and Altana,
Inc. (7)4.2
    
    First Amendment to the Distribution Agreement, dated October 25, 1999, between Altana, Inc. and
Protherics (6)4.3
    
    Amendment No. 1 to Distribution Agreement, dated September 12, 2000, between Altana, Inc. and
Protherics (6)4.4
    
    Amendment No. 3 to Distribution Agreement, dated February 2002, between Altana Inc. and Protherics
(4) (+)4.5
    
    Manufacturing Agreement, dated March 19, 2003, between Protherics UK Limited and Chesapeake
Biological Laboratories Inc (4) (+)4.6
    
    Memorandum of Lease, dated August 1, 1995, between Minister for Primary Industries, as Lessor, and
TAb Australasia Pty. Limited, as Lessee (8)4.7
    
    Patent and Know-how Licence Agreement, dated December 7, 2005, between Protherics Inc., Protherics
UK Limited and AstraZeneca Ireland Operations (a branch in Ireland of AstraZeneca UK Limited)
(2)(+)4.8
    
    Asset Sale and Purchase Agreement, dated June 6, 2006, between CoVaccine B.V., Protherics Molecular
Design Limited and Protherics PLC (2)(+)4.9
    
    Agreement and Plan of Merger and Reorganization dated as of December 7, 2006, by and among
Protherics PLC, MacroMed Acquisition Corp. and MacroMed, Inc. (1) (+)4.10
    
    Exclusive License Agreement, dated December 15, 2004, between MacroMed, Inc. and Diatos SA (1)
(+)4.11
    
    Restated License and Supply Agreement, dated June 20, 2006, between Samyang Genex Corporation and
MacroMed, Inc. (1) (+)4.12
    
    Collaboration Agreement, dated December 6, 2006, between Protherics Medicines Development Limited
and Advance In Vitro Cell Technologies S.L. (1) (+)4.13
    
    License Agreement, dated December 7, 2006, between Protherics Medicines Development Limited and
Glenveigh Pharmaceuticals, LLC, Glenveigh Research, LLC, C. David Adair, M.D., CDA Royalty
Investors, LLC, and CDA Licensing Administrators, LLC. (1) (+)4.14
    
    First Amendment to License Agreement, dated April 15, 2008, between Protherics Medicines
Development Limited and Glenveigh Pharmaceuticals, LLC, Glenveigh Research, LLC, C. David Adair,
M.D., CDA Royalty Investors, LLC, and CDA Licensing Administrators, LLC. *4.15
    
    Supply and Distribution Agreement, dated March 1, 2006, between Protherics Molecular Design Limited
and Idis Limited *4.16
    
    Proteus Approved Executive Share Option Scheme (7)4.17
    
    Proteus Unapproved Share Option Scheme(7)
 96




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Title4.18
    
    Amendment to the Protherics PLC Employee Share Option Scheme (formerly known as the Proteus
Unapproved Share Option Scheme) *4.19
    
    Option Deed, dated December 22, 1999, between Protherics PLC and Andrew J. Heath (6)4.20
    
    Protherics PLC 2005 Long-Term Incentive Plan (2)4.21
    
    Protherics PLC Performance Share Plan (2)4.22
    
    Protherics PLC 2005 Deferred Bonus Plan (2)4.23
    
    U.S. Sub-plan to Protherics PLC 2005 Deferred Bonus Plan (2)4.24
    
    Protherics PLC 2005 Executive Share Option Plan (2)4.25
    
    The Protherics PLC Company Share Option Plan for Therapeutic Antibodies Inc. Employees adopted on
January 27, 2000 (6)4.26
    
    Protherics PLC 2008 Sharesave Scheme*4.27
    
    Employment Agreement, dated November 13, 2001, between Protherics Inc. and Andrew J. Heath
(5)4.28
    
    Employment Agreement, dated November 13, 2001, between Protherics PLC and Andrew J. Heath
(5)4.29
    
    Employment Agreement, dated April 17, 2007, between Protherics PLC and Rolf B. Soderstrom
*4.30
    
    Employment Agreement, dated July 13, 1995, between Protherics PLC and James C. Christie
(5)4.31
    
    Employment Agreement, dated June 8, 2007, between Protherics Inc and Saul Komisar (1)4.32
    
    Letter of Appointment dated May 24, 2007, between Protherics PLC and Stuart M.Wallis (1)4.33
    
    Consultancy Agreement, dated May 24, 2007, between Protherics PLC and Stuart M. Wallis
(1)4.34
    
    Letter of Appointment dated January 19, 2004, between Protherics PLC and Garry Watts (3)4.35
    
    Letter of Appointment dated February 23, 2004, between Protherics PLC and John R. Brown
(3)4.36
    
    Letter of Appointment dated July 21, 2005, between Protherics PLC and Bryan G. Morton (2)4.37
    
    Letter of Appointment dated January 24, 2007, between Protherics PLC and Jacques Gonella
(1)8.1
    
    List of Subsidiaries*11.1
    
    Code of Ethics (3)31.1
    
    Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 97




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Title31.2
    
    Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32.1
    
    Certifications pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
 
 *
    
    Filed herewith(+)
    
    Portions of this exhibit have been omitted pursuant to a request for confidential treatment
and have been filed separately with the Commission.(1)
    
    Incorporated by reference to exhibits filed with the Companys Annual Report on Form 20-F,
filed on August 13, 2007.(2)
    
    Incorporated by reference to exhibits filed with the Companys Annual Report on Form 20-F,
filed on July 31, 2006.(3)
    
    Incorporated by reference to exhibits filed with the Companys Annual Report on Form 20-F,
filed on September 30, 2004.(4)
    
    Incorporated by reference to exhibits filed with the Companys Annual Report on Form 20-F,
filed on September 30, 2003.(5)
    
    Incorporated by reference to exhibits filed with the Companys Annual Report on Form 20-F,
filed on September 30, 2002.(6)
    
    Incorporated by reference to exhibits filed with the Companys Annual Report on Form 20-F,
filed on September 27, 2001.(7)
    
    Incorporated by reference to exhibits filed with the Companys Registration Statement on Form
F-4, filed on August 16, 1999, File No. 333-85347.(8)
    
    Incorporated by reference to exhibits filed by Therapeutic Antibodies Inc. with its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1995, File No. 0-25978. 98




---



##### Table of Contents



SIGNATURES
  July 31, 2008
    PROTHERICS PLCBy:
    /s/  Rolf SoderstromRolf SoderstromFinance Director




---



##### Table of Contents



Report of the Independent Registered Public Accounting Firm
 To the Board of Directors and Shareholders of Protherics PLC
 Internal Control  Integrated Framework Managements Report on Internal Control over Financial Reporting
    Internal Control 
Integrated Framework
  
 F-1




---



##### Table of Contents



Report of the Independent Registered Public Accounting Firm
 To the Board of Directors and Shareholders of Protherics PLC
    Internal Control  Integrated Framework
 
 F-2




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
   
 F-3




---



##### Table of Contents



Income Statements
  2008
    
    
    2007
    
    
    2006Notes
    
    
    £000
    
    
    £000
    
    
    £000Revenue
    
    
    4
    
    
    
    26,067
    
    
    
    31,119
    
    
    
    17,709Cost of salesCost of sales excluding exceptional closedown costs
    
    
    
    
    
    
    (12,463
    )
    
    
    (11,334
    )
    
    
    (9,930
    )Exceptional closedown costs
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    (1,362
    )Total cost of sales
    
    
    
    
    
    
    (12,463
    )
    
    
    (11,334
    )
    
    
    (11,292
    )Gross profit
    
    
    
    
    
    
    13,604
    
    
    
    19,785
    
    
    
    6,417Administrative expensesResearch and development
    
    
    
    
    
    
    (19,138
    )
    
    
    (13,978
    )
    
    
    (6,747
    )General and administrative
    
    
    
    
    
    
    (13,684
    )
    
    
    (10,161
    )
    
    
    (9,203
    )Total administrative expenses
    
    
    
    
    
    
    (32,822
    )
    
    
    (24,139
    )
    
    
    (15,950
    )Operating loss
    
    
    6
    
    
    
    (19,218
    )
    
    
    (4,354
    )
    
    
    (9,533
    )Finance income
    
    
    8
    
    
    
    2,382
    
    
    
    1,155
    
    
    
    401Finance costs
    
    
    9
    
    
    
    (415
    )
    
    
    (417
    )
    
    
    (431
    )Loss before tax
    
    
    
    
    
    
    (17,251
    )
    
    
    (3,616
    )
    
    
    (9,563
    )Tax
    
    
    10
    
    
    
    509
    
    
    
    259
    
    
    
    75Loss for the year
    
    
    25
    
    
    
    (16,742
    )
    
    
    (3,357
    )
    
    
    (9,488
    )
 Pence
    
    
    Pence
    
    
    PenceBasic and diluted loss per share
    
    
    11
    
    
    
    (4.9
    )
    
    
    (1.2
    )
    
    
    (3.8
    )
  Statements of Recognised Income & Expense
 2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Exchange differences on translation of foreign operations
    
    
    
    
    
    
    236
    
    
    
    749
    
    
    
    (158
    )Net expense recognised directly in equity
    
    
    
    
    
    
    236
    
    
    
    749
    
    
    
    (158
    )Loss for the year
    
    
    
    
    
    
    (16,742
    )
    
    
    (3,357
    )
    
    
    (9,488
    )Total recognised expense for the year
    
    
    
    
    
    
    (16,506
    )
    
    
    (2,608
    )
    
    
    (9,646
    )Adjustments arising on first time adoption of IAS 32 and
IAS 39
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    211Total losses recognised since last financial statements
    
    
    
    
    
    
    
    
    
    
    (2,608
    )
    
    
    (9,435
    )
   F-4




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##### Table of Contents



Balance Sheets
  2008
    
    
    2007Notes
    
    
    £000
    
    
    £000Non-current assetsGoodwill
    
    
    12
    
    
    
    10,865
    
    
    
    10,878Intangible assets
    
    
    13
    
    
    
    19,119
    
    
    
    19,652Property, plant and equipment
    
    
    14
    
    
    
    11,884
    
    
    
    9,987Deferred tax asset
    
    
    10
    
    
    
    345
    
    
    
    9942,213
    
    
    
    40,616Current assetsInventories
    
    
    15
    
    
    
    10,205
    
    
    
    10,707Derivative instruments
    
    
    22
    
    
    
    
    
    
    
    114Tax receivables
    
    
    
    
    
    
    763
    
    
    
    773Trade and other receivables
    
    
    16
    
    
    
    3,975
    
    
    
    15,066Cash and cash equivalents
    
    
    17
    
    
    
    37,660
    
    
    
    39,98952,603
    
    
    
    66,649Total assets
    
    
    
    
    
    
    94,816
    
    
    
    107,265Current liabilitiesTrade and other payables
    
    
    18
    
    
    
    19,210
    
    
    
    14,037Current tax liabilities
    
    
    
    
    
    
    370
    
    
    
    273Obligations under finance leases
    
    
    21
    
    
    
    966
    
    
    
    1,048Bank overdrafts and loans
    
    
    19
    
    
    
    54
    
    
    
    46Derivative instruments
    
    
    22
    
    
    
    170
    
    
    
    20,770
    
    
    
    15,404Non-current liabilitiesTrade and other payables
    
    
    18
    
    
    
    8,670
    
    
    
    10,844Borrowings
    
    
    19
    
    
    
    141
    
    
    
    157Convertible loan notes
    
    
    20
    
    
    
    1,971
    
    
    
    2,100Obligations under finance leases
    
    
    21
    
    
    
    1,712
    
    
    
    2,28912,494
    
    
    
    15,390Total liabilities
    
    
    
    
    
    
    33,264
    
    
    
    30,794Net assets
    
    
    
    
    
    
    61,552
    
    
    
    76,471Shareholders equityShare capital
    
    
    23
    
    
    
    6,806
    
    
    
    6,783Share premium account
    
    
    24
    
    
    
    136,292
    
    
    
    135,951Shares to be issued
    
    
    25
    
    
    
    1,289
    
    
    
    1,289Merger reserve
    
    
    25
    
    
    
    51,163
    
    
    
    51,163Equity reserve
    
    
    25
    
    
    
    203
    
    
    
    220Cumulative translation reserve
    
    
    25
    
    
    
    794
    
    
    
    558Retained earnings
    
    
    25
    
    
    
    (134,995
    )
    
    
    (119,493
    )Total equity
    
    
    
    
    
    
    61,552
    
    
    
    76,471
 
 R Soderstrom  Director
  F-5




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##### Table of Contents



Cash Flow Statements
  2008
    
    
    2007
    
    
    2006Notes
    
    
    £000
    
    
    £000
    
    
    £000Cash flows from operating activitiesCash (outflow) / inflow from operations
    
    
    32
    
    
    
    (126
    )
    
    
    (16,051
    )
    
    
    12,609Income tax paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50
    )Income tax received
    
    
    
    
    
    
    282
    
    
    
    293
    
    
    
    5Net inflow / (outflow) from operating activities
    
    
    
    
    
    
    156
    
    
    
    (15,758
    )
    
    
    12,564Investing activitiesInterest received
    
    
    
    
    
    
    2,382
    
    
    
    1,155
    
    
    
    401Proceeds on disposal of property, plant and equipment
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    52Purchases of property, plant and equipment
    
    
    
    
    
    
    (3,471
    )
    
    
    (1,242
    )
    
    
    (1,989
    )Purchases of other intangible non-current assets
    
    
    
    
    
    
    
    
    
    
    (4,092
    )
    
    
    Acquisition of subsidiary, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (374
    )
    
    
    Capital grants received
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    250Net cash used in investing activities
    
    
    
    
    
    
    (1,078
    )
    
    
    (4,551
    )
    
    
    (1,286
    )Financing activitiesInterest paid
    
    
    
    
    
    
    (160
    )
    
    
    (170
    )
    
    
    (257
    )Interest paid on finance leases
    
    
    
    
    
    
    (238
    )
    
    
    (213
    )
    
    
    (133
    )Repayment of borrowings
    
    
    
    
    
    
    (55
    )
    
    
    (36
    )
    
    
    (171
    )Repayment of finance leases
    
    
    
    
    
    
    (1,063
    )
    
    
    (837
    )
    
    
    (582
    )Proceeds from issue of loan note
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    Proceeds from issue of shares
    
    
    
    
    
    
    53
    
    
    
    36,162
    
    
    
    8,049Net cash (outflow) / inflow from financing activities
    
    
    
    
    
    
    (1,463
    )
    
    
    34,936
    
    
    
    6,906Net (decrease) / increase in cash and cash equivalents
    
    
    
    
    
    
    (2,385
    )
    
    
    14,627
    
    
    
    18,184Cash and cash equivalents at the beginning of year
    
    
    
    
    
    
    39,989
    
    
    
    25,438
    
    
    
    7,242Effect of foreign exchange rate changes
    
    
    
    
    
    
    12
    
    
    
    (76
    )
    
    
    12Cash and cash equivalents at the end of year
    
    
    17
    
    
    
    37,616
    
    
    
    39,989
    
    
    
    25,438
  F-6




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##### Table of Contents



1 General Information
    Standards effective in the current period
   
    
    IFRS 2 (Amendment), Share-Based Payment  Vesting Conditions and Cancellations;
    
    IFRS 4, Insurance Contracts;
    
    IAS 1, Amendment on Capital Disclosures;
    
    IFRIC 7, Applying the Restatement Approach under IAS 29, Financial Reporting in
Hyperinflationary Economies;
    
    IFRIC 8, Scope of IFRS 2, Share-Based Payment;
    
    IFRIC 9, Reassessment of Embedded Derivatives; and
    
    IFRIC 11, IFRS 2  Group and Treasury Share Transactions.
 F-7




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##### Table of Contents



Standards in issue not yet adopted
  
    
    IFRS 8, Operating Segments;
    
    Amendment to IAS 1, Presentation of Financial Statements;
    
    Amendment to IAS 23, Borrowing Costs;
    
    IFRIC 13, Customer Loyalty Programmes; and
    
    IFRIC 14, IAS 19  The Limit on a Defined Benefit Asset, Minimum Funding Requirements
and Their Interaction.
    2 Accounting Policies
  Basis of accounting
   
   F-8




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##### Table of Contents



Basis of consolidation
     Segment reporting
  Foreign currency translation
    F-9




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##### Table of Contents



Revenue recognition
   
    
    ProductsThe Company recognises revenue for product sales when each condition of IAS 18, paragraph
14 is wholly-satisfied. Where sales arrangements specify a second element of revenue
contingent upon a specified event, this revenue is not recognised until this event has
occurred and it is certain that the economic benefit triggered by this event will flow to
the Company. In cases where product is sold to a customer with a right of replacement, the
Company views the transaction as a multi-element arrangement and a portion of the value
from the sale is deferred and allocated to the replacement right based on the fair value of
the replacement right.
    
    Upfront and milestone paymentsNon-refundable upfront and milestone payments are deferred and recognised as the earnings
process is completed. Where the Company has performance obligations, upfront payments are
deferred over the period in which these obligations are satisfied. In determining the
performance obligations under the contract, consideration is given as to whether elements
of the obligations meet the criteria for separate accounting. The Company applies the
substantive milestone method in accounting for subsequent milestone payments. Milestone
payments that are considered substantive are recognised into income in the year in which
they are received. Milestones that do not satisfy the criteria to be considered as
substantive are amortised over the remaining period in which the Company expects to fulfil
its performance obligations under the agreement. The Company considers the following when
assessing whether a milestone is considered substantive:
 
    
    Are the milestone payments non-refundable?
    
    Does the achievement of the milestone involve a degree of risk that was not
reasonably assured at the inception of the arrangement?
    
    Is substantive effort involved in achieving the milestone?
    
    Is the amount of the milestone payment reasonable in relation to the effort
expended or the risk associated with the achievement of the milestone?
    
    How does the time that passes between the payments compare to the effort required
to reach the milestone?
 
    
    Outlicensed product royaltiesRoyalty income is generated by sales of products incorporating the Companys proprietary
technology. Royalty revenues are recognised once the amounts due can be reliably estimated
based on the sale of underlying products and recoverability is assured. Where there is
insufficient historical data on sales and returns to fulfil these requirements, for example
in the case of a new product, the royalty revenue will not be recognised until the Company
can reliably estimate the underlying sales.
 Research and development expenditure
   Exceptional items
  F-10




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##### Table of Contents



Finance income and costs
   Intangible fixed assets  Goodwill
   Intangible fixed assets  Other
  Property, plant and equipment
    Buildings and improvements
    
    5% to 10% per yearPlant and machinery
    
    10% to 15% per yearComputer equipment and software
    
    20% to 33% per yearFixtures, fittings and motor vehicles
    
    20% to 25% per year
    F-11




---



##### Table of Contents



Impairment of tangible and intangible assets
     Inventories
   Taxation
     F-12




---



##### Table of Contents



Leases
    Government grants
   Pensions
  Share-based payments
    F-13




---



##### Table of Contents



Financial liabilities and equity instruments issued by the Company
 
    
    Classification as debt or equityDebt and equity instruments are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangement.
    
    Equity instrumentsAn equity instrument is any contract that evidences a residual interest in the assets of an
entity after deducting all of its liabilities. Equity instruments issued by the Company are
recorded at the proceeds received, net of direct issue costs.
    
    Compound instrumentsThe component parts of compound instruments issued by the Company are classified separately
as financial liabilities and equity in accordance with the substance of the contractual
arrangement. At the date of issue, the fair value of the liability component is estimated
using the prevailing market interest rate for a similar non-convertible instrument. This
amount is recorded as a liability on an amortised cost basis using the effective interest
method until extinguished upon conversion or at the instruments maturity date. The equity
component is determined by deducting the amount of the liability component from the fair
value of the compound instrument as a whole. This is recognised and included in equity, net
of income tax effects, and is not subsequently remeasured.
    
    Financial liabilitiesFinancial liabilities, including borrowings, are initially measured at fair value, net of
transaction costs.Financial liabilities are subsequently measured at amortised cost using the effective
interest method, with interest expense recognised on an effective yield basis.The effective interest method is a method of calculating the amortised cost of a financial
liability and of allocating interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash payments through the
expected life of the financial liability, or, where appropriate, a shorter period.
    
    Derecognition of financial liabilitiesThe Company derecognises financial liabilities when, and only when, the Companys
obligations are discharged, cancelled or they expire.
    
    Derivative financial instrumentsThe Companys activities expose it primarily to the financial risks of changes in foreign
currency exchange rates. The Company uses foreign exchange forward contracts and options to
hedge these exposures. These hedges do not qualify as accounting hedges in accordance with
IAS 39. The Company does not use derivative financial instruments for speculative
purposes. The use of financial derivatives is in accordance with the Companys policies
approved by the Board of Directors, which is to hedge the foreign currency exposure from
the expected US dollar sales on a rolling twelve month basis.Further details of derivative financial instruments are disclosed in note 27.Derivatives are initially recognised at fair value at the date a derivative contract is
entered into and are subsequently remeasured to their fair value at each balance sheet
date. The resulting gain or loss is recognised in the income statement immediately.A derivative is presented as a non-current asset or a non-current liability if the
remaining maturity of the instrument is more than twelve months and it is not expected to
be realised or settled within twelve months. Other derivatives are presented as current
assets or current liabilities.
    
    Embedded derivativesDerivatives embedded in other financial instruments or other host contracts are treated as
separate derivatives when their risks and characteristics are not closely related to those
of the host contracts and the host contracts are not measured at fair value with changes in
fair value recognised in profit or loss.
 F-14




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##### Table of Contents



Convertible loan notes
    Trade receivables
  Trade payables
  Cash and cash equivalents
  Financial guarantees
  Financial risk management
  
    
    Foreign exchange riskA significant element of the Companys revenue is denominated in US dollars whilst much of
its cost base in the provision of these products is denominated in Sterling. The Company
enters into foreign exchange contracts and similar derivatives to manage cash flows in the
form of foreign exchange contracts and similar derivatives which typically extend for
twelve months and cover 70 to 100% of anticipated Sterling requirements.
    
    Credit riskA significant element of the Companys revenue is generated from sales to one customer in
the US. Management are constantly in communication with this customer and monitor both
sales and payments from this customer to minimise the credit risk exposure.
    
    Liquidity riskThe Company maintains a mixture of short and medium term deposits that are designed to
ensure the Company has sufficient available funds for operations and planned expansions.
    
    Interest rate riskThe Company seeks to mitigate partially against increased interest rates whilst maintaining
a degree of flexibility to benefit from decreasing rates of interest by holding a mix of
fixed and floating rate financial liabilities. The Company seeks to maximise the amount of
interest income from its cash balances by using a variety of short-terms, fixed
high0interest deposit and money-market accounts.
 F-15




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##### Table of Contents



3 Critical Accounting Judgements and Key Sources of Estimation Uncertainty
 Critical Accounting Judgements
  Revenue recognition
    Acquisitions
  Key Sources of Estimation Uncertainty
  Impairment of goodwill
  F-16




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##### Table of Contents



4 Revenue
  2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Sale of products
    
    
    23,495
    
    
    
    18,504
    
    
    
    16,221Revenue in respect of product development
    
    
    2,296
    
    
    
    12,213
    
    
    
    976Other
    
    
    52
    
    
    
    125
    
    
    
    7225,843
    
    
    
    30,842
    
    
    
    17,269Outlicensed product royalties
    
    
    224
    
    
    
    277
    
    
    
    44026,067
    
    
    
    31,119
    
    
    
    17,709Finance income
    
    
    2,382
    
    
    
    1,155
    
    
    
    40128,449
    
    
    
    32,274
    
    
    
    18,110
 5 Segmental Reporting
   Business segments
 2008Sale, manufactureand development of
    
    
    Outlicensedpharmaceutical
    
    
    productproducts
    
    
    royalties
    
    
    Total£000
    
    
    £000
    
    
    £000Continuing operationsRevenue
    
    
    25,843
    
    
    
    224
    
    
    
    26,067Segment result
    
    
    (19,429
    )
    
    
    211
    
    
    
    (19,218
    )Finance income
    
    
    
    
    
    
    
    
    
    
    2,382Finance costs
    
    
    
    
    
    
    
    
    
    
    (415
    )Loss before tax
    
    
    
    
    
    
    
    
    
    
    (17,251
    )Tax
    
    
    
    
    
    
    
    
    
    
    509Loss for the year attributable to equity shareholders
    
    
    
    
    
    
    
    
    
    
    (16,742
    )Segment assets
    
    
    57,005
    
    
    
    151
    
    
    
    57,156Unallocated assets
    
    
    
    
    
    
    
    
    
    
    37,66094,816Segment liabilities
    
    
    (33,178
    )
    
    
    (86
    )
    
    
    (33,264
    )Other segment itemsCapital expenditure (note 14)
    
    
    3,874
    
    
    
    
    
    
    
    3,874Depreciation (note 14)
    
    
    2,076
    
    
    
    
    
    
    
    2,076Amortisation of Intangible assets (note 13)
    
    
    498
    
    
    
    
    
    
    
    498
 F-17




---



##### Table of Contents



2007Sale, manufactureand development of
    
    
    Outlicensedpharmaceutical
    
    
    productproducts
    
    
    royalties
    
    
    Total£000
    
    
    £000
    
    
    £000Continuing operationsRevenue
    
    
    30,842
    
    
    
    277
    
    
    
    31,119Segment result
    
    
    (4,621
    )
    
    
    267
    
    
    
    (4,354
    )Finance income
    
    
    
    
    
    
    
    
    
    
    1,155Finance costs
    
    
    
    
    
    
    
    
    
    
    (417
    )Loss before tax
    
    
    
    
    
    
    
    
    
    
    (3,616
    )Tax
    
    
    
    
    
    
    
    
    
    
    259Loss for the year attributable to equity shareholders
    
    
    
    
    
    
    
    
    
    
    (3,357
    )Segment assets
    
    
    67,182
    
    
    
    94
    
    
    
    67,276Unallocated assets
    
    
    
    
    
    
    
    
    
    
    39,989107,265Segment liabilities
    
    
    (30,727
    )
    
    
    (67
    )
    
    
    (30,794
    )Other segment itemsCapital expenditure (note 14)
    
    
    3,278
    
    
    
    
    
    
    
    3,278Depreciation (note 14)
    
    
    1,373
    
    
    
    
    
    
    
    1,373Amortisation of Intangible assets (note 13)
    
    
    135
    
    
    
    
    
    
    
    135
 2006Sale, manufactureand development of
    
    
    Outlicensedpharmaceutical
    
    
    productproducts
    
    
    royalties
    
    
    Total£000
    
    
    £000
    
    
    £000Continuing operationsRevenue
    
    
    17,269
    
    
    
    440
    
    
    
    17,709Segment result
    
    
    (9,961
    )
    
    
    428
    
    
    
    (9,533
    )Finance income
    
    
    
    
    
    
    
    
    
    
    401Finance costs
    
    
    
    
    
    
    
    
    
    
    (431
    )Loss before tax
    
    
    
    
    
    
    
    
    
    
    (9,563
    )Tax
    
    
    
    
    
    
    
    
    
    
    75Loss for the year attributable to equity shareholders
    
    
    
    
    
    
    
    
    
    
    (9,488
    )Segment assets
    
    
    34,566
    
    
    
    132
    
    
    
    34,698Unallocated assets
    
    
    
    
    
    
    
    
    
    
    25,43860,136Segment liabilities
    
    
    (33,709
    )
    
    
    (75
    )
    
    
    (33,784
    )Other segment itemsCapital expenditure
    
    
    2,629
    
    
    
    
    
    
    
    2,629Depreciation (note 14)
    
    
    1,391
    
    
    
    
    
    
    
    1,391Amortisation of Intangible assets (note 13)
    
    
    114
    
    
    
    
    
    
    
    114
 F-18




---



##### Table of Contents



Geographical segments
   Revenue
    
    
    Segment assets
    
    
    Capital expenditure2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006Continuing operations:
    
    £
    000
    
    
    £
    000
    
    
    £
    000
    
    
    £
    000
    
    
    £
    000
    
    
    £
    000
    
    
    £
    000
    
    
    £
    000
    
    
    £
    000United Kingdom
    
    
    2,536
    
    
    
    1,905
    
    
    
    1,562
    
    
    
    61,549
    
    
    
    74,551
    
    
    
    27,905
    
    
    
    2,146
    
    
    
    2,396
    
    
    
    2,194United States
    
    
    23,137
    
    
    
    29,190
    
    
    
    16,087
    
    
    
    (2,953
    )
    
    
    (493
    )
    
    
    (5,015
    )
    
    
    1,190
    
    
    
    215
    
    
    
    17Europe
    
    
    349
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Australia
    
    
    45
    
    
    
    24
    
    
    
    60
    
    
    
    2,956
    
    
    
    2,413
    
    
    
    3,462
    
    
    
    538
    
    
    
    667
    
    
    
    41826,067
    
    
    
    31,119
    
    
    
    17,709
    
    
    
    61,552
    
    
    
    76,471
    
    
    
    26,352
    
    
    
    3,874
    
    
    
    3,278
    
    
    
    2,629
 6 Operating Loss
  2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Change in fair value of derivative financial instruments
    
    
    284
    
    
    
    (250
    )
    
    
    531Other net foreign exchange (gains) / losses
    
    
    (439
    )
    
    
    (504
    )
    
    
    (77
    )Research and development expenditure
    
    
    19,138
    
    
    
    13,978
    
    
    
    6,747InventoriesCost of inventories recognised as expense
    
    
    12,234
    
    
    
    11,192
    
    
    
    11,193Depreciation of property, plant and equipmentOwned assets
    
    
    1,356
    
    
    
    870
    
    
    
    1,154Assets owned under finance leases
    
    
    720
    
    
    
    503
    
    
    
    237Amortisation of purchased intangible fixed assets
    
    
    498
    
    
    
    135
    
    
    
    114Operating leases  rentals payable:Plant and equipment
    
    
    11
    
    
    
    15
    
    
    
    25Other
    
    
    885
    
    
    
    529
    
    
    
    463Loss on disposal of tangible fixed assets
    
    
    134
    
    
    
    634
    
    
    
    108Repairs and maintenance expenditure on property, plant and
equipment
    
    
    745
    
    
    
    653
    
    
    
    595Amortisation of government grants
    
    
    (104
    )
    
    
    (111
    )
    
    
    (78
    )Government grants towards training costs
    
    
    (17
    )
    
    
    (25
    )
    
    
    (11
    )Government grants towards research and development costs
    
    
    (695
    )
    
    
    
    
    
    
    Exceptional closedown costs (within cost of sales) (1)
    
    
    
    
    
    
    
    
    
    
    1,362
 
 (1)
    
    During the year ended 31 March 2006, the Company completed a major upgrade and
expansion of its manufacturing facility in Wales. During this phase of the work, the facility was
shutdown for a substantial part of the year incurring £1,362,000 of expenditure which, under normal
circumstances would have been absorbed into stock manufactured during the year. These costs had no
effect on the tax credit for the period. F-19




---



##### Table of Contents



2008KPMG
    
    
    KPMG
    
    
    2007
    
    
    
    
    
    
    2006Audit
    
    
    Audit
    
    
    PwC
    
    
    
    
    
    
    PwCPlc
    
    
    Plc
    
    
    LLP
    
    
    Total
    
    
    LLP£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Fees payable to the Companys auditors for the audit of the
Companys annual accounts
    
    
    62
    
    
    
    42
    
    
    
    62
    
    
    
    104
    
    
    
    21Fees payable to the Companys auditors and their associates for the
audit of the Companys annual consolidated accounts:The audit of the Companys subsidiaries pursuant to legislation
    
    
    183
    
    
    
    100
    
    
    
    (2
    )
    
    
    98
    
    
    
    56Other services pursuant to legislation
    
    
    16
    
    
    
    42
    
    
    
    (1
    )
    
    
    41
    
    
    
    24Tax services
    
    
    50
    
    
    
    26
    
    
    
    54
    
    
    
    80
    
    
    
    117Services relating to corporate finance transactions entered into or
proposed to be entered into by or on behalf of the Company or
any of its associates
    
    
    
    
    
    
    239
    
    
    
    
    
    
    
    239
    
    
    
    Other services
    
    
    92
    
    
    
    10
    
    
    
    
    
    
    
    10
    
    
    
    34Fees in respect of the audit of Companys defined contribution
pension scheme
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    2
    7 Staff Costs
  2008
    
    
    2007
    
    
    2006Number
    
    
    Number
    
    
    NumberManagement
    
    
    48
    
    
    
    38
    
    
    
    35Administration
    
    
    45
    
    
    
    35
    
    
    
    27Research and production
    
    
    207
    
    
    
    164
    
    
    
    135300
    
    
    
    237
    
    
    
    197
  £000
    
    
    £000
    
    
    £000Salaries
    
    
    12,536
    
    
    
    8,861
    
    
    
    6,849Social security costs
    
    
    982
    
    
    
    749
    
    
    
    649Pension costs
    
    
    905
    
    
    
    714
    
    
    
    62914,423
    
    
    
    10,324
    
    
    
    8,127
  F-20




---



##### Table of Contents



Key management compensation
 2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Aggregate emoluments:Salaries and short-term employee benefits
    
    
    2,157
    
    
    
    1,848
    
    
    
    1,577Post employment benefits
    
    
    322
    
    
    
    258
    
    
    
    256Compensation for loss of office
    
    
    119
    
    
    
    
    
    
    
    502,598
    
    
    
    2,104
    
    
    
    1,883
   Directors emoluments
 2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Aggregate emoluments:Salaries and short-term employee benefits
    
    
    1,620
    
    
    
    1,145
    
    
    
    942Post employment benefits
    
    
    220
    
    
    
    165
    
    
    
    202Compensation for loss of office
    
    
    119
    
    
    
    
    
    
    
    501,959
    
    
    
    1,310
    
    
    
    1,194
 F-21




---



##### Table of Contents



Fees/basic
    
    
    Compensation for
    
    
    Benefits in
    
    
    Annual
    
    
    2008
    
    
    2007
    
    
    2006salary
    
    
    loss of office
    
    
    kind(6)
    
    
    bonuses
    
    
    Total
    
    
    Total
    
    
    TotalName of director
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000ExecutiveJ C Christie
    
    
    190
    
    
    
    
    
    
    
    1
    
    
    
    47
    (1)
    
    
    238
    
    
    
    272
    
    
    
    210A J Heath
    
    
    349
    
    
    
    
    
    
    
    7
    
    
    
    192
    
    
    
    548
    
    
    
    453
    
    
    
    334S Komisar(7)
    
    
    173
    
    
    
    
    
    
    
    4
    
    
    
    87
    
    
    
    264
    
    
    
    
    
    
    
    B M Riley(2) (5)
    
    
    48
    
    
    
    119
    
    
    
    1
    
    
    
    84
    
    
    
    252
    
    
    
    228
    
    
    
    201R B Soderstrom(3)
    
    
    145
    
    
    
    
    
    
    
    1
    
    
    
    37
    (1)
    
    
    183
    
    
    
    
    
    
    
    Non-executiveA Atkinson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47J R Brown
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    30
    
    
    
    30J Gonella
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33
    
    
    
    4
    
    
    
    D W Gration
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20B G Morton
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33
    
    
    
    25
    
    
    
    17S M Wallis(4)
    
    
    79
    
    
    
    
    
    
    
    33
    
    
    
    
    
    
    
    112
    
    
    
    103
    
    
    
    103G Watts
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    30
    
    
    
    301,126
    
    
    
    119
    
    
    
    47
    
    
    
    447
    
    
    
    1,739
    
    
    
    1,145
    
    
    
    992
 (1)
    
    J C Christie and R B Soderstrom will also receive options to the value of £45,000
and £37,000 respectively, to be issued under the terms of the Deferred Bonus Plan.(2)
    
    B M Riley resigned from the Board on 9 August 2007. Notice to terminate his
employment was effective from 30 October 2007 after a period of accrued leave. In accordance
with his service contract, he will receive twelve months salary payable monthly in arrears as
compensation for loss of office. He will continue to receive company pension contributions
and normal benefits in kind during the twelve months notice period and will participate in the
Deferred Bonus Plan for the year to 31 March 2009 on a pro rata basis. Mr Riley has agreed to
enter into a one-year Consultancy Agreement with the Company with effect from 12 November 2008
under which he will receive a monthly consultancy fee of £8,000 payable in arrears.(3)
    
    R B Soderstrom was appointed to the Board on 9 August 2007. The bonus payable for
the year to 31 March 2008 is on a pro rata basis to his period of service.(4)
    
    The fees in respect of S M Wallis include £25,000 paid to his management company
(2007: £35,000, 2006: £35,000).(5)
    
    The fees/basic salary exclude entitlements waived by B M Riley of £23,000 (2007:
£46,000, 2006: £30,000). The Remuneration Committee determined that this sum be paid into his
pension fund and accordingly the amount is included in the Directors Pension Entitlement
table on page [].(6)
    
    Benefits in kind predominantly reflect the provision of private healthcare with
the exception of S M Wallis for whom a fully expensed car is provided.(7)
    
    S Komisar was appointed to the Board on 26 April 2007. 
 F-22




---



##### Table of Contents



Directors Pension Entitlements
  2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000J C Christie
    
    
    38
    
    
    
    17
    
    
    
    14A J Heath
    
    
    67
    
    
    
    84
    
    
    
    142S Komisar(1)
    
    
    35
    
    
    
    
    
    
    
    B M Riley
    
    
    51
    
    
    
    64
    
    
    
    46R B Soderstrom(1)
    
    
    29
    
    
    
    
    
    
    
    220
    
    
    
    165
    
    
    
    202
 (1)
    
    S Komisar and R B Soderstrom were appointed to the Board on 26 April 2007 and 9
August 2007 respectively. Directors Share Options
  At 1 April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    At 31 March
    
    
    Exercise
    
    
    Exercisable2007(7)
    
    
    Granted
    
    
    Exercised
    
    
    or expired
    
    
    2008
    
    
    price
    
    
    From
    
    
    toUnapproved optionsB M Riley(8)
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
46.00
    
    
    22 Jun 2001
    
    22 Jun 2008B M Riley(8)
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    22 Dec 2009B M Riley(8)
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    30 April 2010B M Riley(8)
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    30 April 2010B M Riley(8)
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    30 April 2010B M Riley(8)
    
    
    183,915
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,915
    
    
    
    58.50
    
    
    1 Mar 2007
    
    30 April 2010B M Riley(8)
    
    
    132,420
    
    
    
    
    
    
    
    132,420
    (10)(12)
    
    
    
    
    
    
    
    
    
    
    2.00
    (13)
    
    28 Feb 2008
    
    30 April 2010B M Riley(8)
    
    
    92,357
    
    
    
    
    
    
    
    
    
    
    
    4,302
    (9)
    
    
    88,055
    (11)
    
    
    2.00
    (14)
    
    1 Nov 2008
    
    30 April 2010B M Riley(8)
    
    
    102,128
    
    
    
    
    
    
    
    
    
    
    
    20,892
    (9)
    
    
    81,236
    (11)
    
    
    2.00
    (15)
    
    1 Nov 2008
    
    30 April 2010B M Riley(8)
    
    
    119,322
    
    
    
    
    
    
    
    
    
    
    
    44,678
    (9)
    
    
    74,644
    (11)
    
    
    2.00
    (16)
    
    1 Nov 2008
    
    30 April 2010B M Riley(8)
    
    
    
    
    
    
    161,702
    
    
    
    
    
    
    
    86,832
    (9)
    
    
    74,870
    (11)
    
    
    2.00
    (17)
    
    1 Nov 2008
    
    30 April 2010J C Christie
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 2009J C Christie
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011J C Christie
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012J C Christie
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013J C Christie
    
    
    122,610
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,610
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014J C Christie
    
    
    111,416
    
    
    
    
    
    
    
    
    
    
    
    111,416
    
    
    
    
    
    
    
    2.00
    (13)
    
    28 Feb 2008
    
    27 Feb 2015J C Christie
    
    
    77,707
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,707
    
    
    
    2.00
    (14)
    
    21 Dec 2008
    
    20 Dec 2015J C Christie
    
    
    101,547
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101,547
    
    
    
    2.00
    (15)
    
    12 Jun 2009
    
    11 Jun 2016J C Christie
    
    
    118,644
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118,644
    
    
    
    2.00
    (16)
    
    15 Dec 2009
    
    14 Dec 2016J C Christie
    
    
    
    
    
    
    161,702
    
    
    
    
    
    
    
    
    
    
    
    161,702
    
    
    
    2.00
    (17)
    
    11 Jun 2010
    
    10 Jun 2017J C Christie
    
    
    
    
    
    
    176,744
    
    
    
    
    
    
    
    
    
    
    
    176,744
    
    
    
    2.00
    (19)
    
    23 Nov 2010
    
    22 Nov 2017A J Heath
    
    
    116,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,300
    
    
    
    175.00
    
    
    27 Jan 2000
    
    29 Jun 2008A J Heath
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011A J Heath
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012A J Heath
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013A J Heath
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.50
    
    
    1 Mar 2009
    
    28 Feb 2014A J Heath
    
    
    221,233
    
    
    
    
    
    
    
    
    
    
    
    221,233
    
    
    
    
    
    
    
    2.00
    (13)
    
    28 Feb 2008
    
    27 Feb 2015A J Heath
    
    
    157,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157,556
    
    
    
    2.00
    (14)
    
    21 Dec 2008
    
    20 Dec 2015A J Heath
    
    
    186,507
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186,507
    
    
    
    2.00
    (15)
    
    12 Jun 2009
    
    11 Jun 2016A J Heath
    
    
    215,304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    215,304
    
    
    
    2.00
    (16)
    
    15 Dec 2009
    
    14 Dec 2016A J Heath
    
    
    
    
    
    
    297,661
    
    
    
    
    
    
    
    
    
    
    
    297,661
    
    
    
    2.00
    (17)
    
    11 Jun 2010
    
    10 Jun 2017
 F-23




---



##### Table of Contents



At 1 April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    At 31 March
    
    
    Exercise
    
    
    Exercisable2007(7)
    
    
    Granted
    
    
    Exercised
    
    
    or expired
    
    
    2008
    
    
    price
    
    
    From
    
    
    toA J Heath
    
    
    
    
    
    
    325,581
    
    
    
    
    
    
    
    
    
    
    
    325,581
    
    
    
    2.00
    (19)
    
    23 Nov 2010
    
    22 Nov 2017S Komisar(7)
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 2009S Komisar(7)
    
    
    11,629
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,629
    
    
    
    37.50
    
    
    27 Jan 2003
    
    26 Jan 2010S Komisar(7)
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011S Komisar(7)
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013S Komisar(7)
    
    
    143,045
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,045
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014S Komisar(7)
    
    
    100,251
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,251
    
    
    
    2.00
    (13)
    
    19 Jul 2008
    (11)S Komisar(7)
    
    
    72,380
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,380
    
    
    
    2.00
    (14)
    
    21 Dec 2008
    (11)S Komisar(7)
    
    
    91,456
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,456
    
    
    
    2.00
    (15)
    
    12 Jun 2009
    (11)S Komisar(7)
    
    
    100,173
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,173
    
    
    
    2.00
    (16)
    
    15 Dec 2009
    (11)S Komisar(7)
    
    
    
    
    
    
    151,396
    
    
    
    
    
    
    
    
    
    
    
    151,396
    
    
    
    2.00
    (17)
    
    11 Jun 2010
    (11)S Komisar(7)
    
    
    
    
    
    
    157,980
    
    
    
    
    
    
    
    
    
    
    
    157,980
    
    
    
    2.00
    (19)
    
    23 Nov 2010
    (11)R B Soderstrom(7)
    
    
    
    
    
    
    423,076
    
    
    
    
    
    
    
    
    
    
    
    423,076
    
    
    
    2.00
    (18)
    
    10 Aug 2010
    
    9 Aug 2017R B Soderstrom(7)
    
    
    
    
    
    
    204,651
    
    
    
    
    
    
    
    
    
    
    
    204,651
    
    
    
    2.00
    (19)
    
    23 Nov 2010
    
    22 Nov 2017Deferred bonus planS Komisar(7)
    
    
    27,594
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,594
    
    
    
    2.00
    (16)
    
    12 Jun 2008
    (11)S Komisar(7)
    
    
    
    
    
    
    50,177
    
    
    
    
    
    
    
    
    
    
    
    50,177
    
    
    
    2.00
    (17)
    
    11 Jun 2009
    (11)Savings-related optionsJ C Christie
    
    
    14,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,384
    
    
    
    65.00
    
    
    1 Feb 2009
    
    31 Jul 2009IndividualA J Heath
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 20097,174,878
    
    
    
    2,110,670
    
    
    
    132,420
    
    
    
    489,353
    
    
    
    8,663,775
 At 1 April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    At 31 March
    
    
    Exercise
    
    
    Exercisable2006
    
    
    Granted
    
    
    Exercised
    
    
    or expired
    
    
    2007
    
    
    price
    
    
    from
    
    
    toUnapproved optionsB M Riley
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    46.00
    
    
    22 Jun 2001
    
    21 Jun 2008B M Riley
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 2009B M Riley
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011B M Riley
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012B M Riley
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013B M Riley
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    41,085
    
    
    
    183,915
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014B M Riley*(1)
    
    
    132,420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132,420
    
    
    
    2.00
    
    
    28 Feb 2008
    
    27 Feb 2015B M Riley*(2)
    
    
    92,357
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,357
    
    
    
    2.00
    
    
    21 Dec 2008
    
    20 Dec 2015B M Riley*(3)
    
    
    
    
    
    
    102,128
    
    
    
    
    
    
    
    
    
    
    
    102,128
    
    
    
    2.00
    
    
    12 Jun 2009
    
    11 Jun 2016B M Riley*(4)
    
    
    
    
    
    
    119,322
    
    
    
    
    
    
    
    
    
    
    
    119,322
    
    
    
    2.00
    
    
    15 Dec 2009
    
    14 Dec 2016J C Christie
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 2009J C Christie
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011J C Christie
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012J C Christie
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013J C Christie
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    27,390
    
    
    
    122,610
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014J C Christie*(1)
    
    
    111,416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,416
    
    
    
    2.00
    
    
    28 Feb 2008
    
    27 Feb 2015J C Christie*(2)
    
    
    77,707
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,707
    
    
    
    2.00
    
    
    21 Dec 2008
    
    20 Dec 2015J C Christie*(3)
    
    
    
    
    
    
    101,547
    
    
    
    
    
    
    
    
    
    
    
    101,547
    
    
    
    2.00
    
    
    12 Jun 2009
    
    11 Jun 2016J C Christie*(4)
    
    
    
    
    
    
    118,644
    
    
    
    
    
    
    
    
    
    
    
    118,644
    
    
    
    2.00
    
    
    15 Dec 2009
    
    14 Dec 2016A J Heath
    
    
    116,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,300
    
    
    
    175.00
    
    
    27 Jan 2000
    
    29 Jun 2008A J Heath
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011
 F-24




---



##### Table of Contents



At 1 April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    At 31 March
    
    
    Exercise
    
    
    Exercisable2006
    
    
    Granted
    
    
    Exercised
    
    
    or expired
    
    
    2007
    
    
    price
    
    
    from
    
    
    toA J Heath
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012A J Heath
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013A J Heath
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.50
    
    
    1 Mar 2009
    
    28 Feb 2014A J Heath*(1)
    
    
    221,233
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221,233
    
    
    
    2.00
    
    
    28 Feb 2008
    
    27 Feb 2015A J Heath*(2)
    
    
    157,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157,556
    
    
    
    2.00
    
    
    21 Dec 2008
    
    20 Dec 2015A J Heath*(3)
    
    
    
    
    
    
    186,507
    
    
    
    
    
    
    
    
    
    
    
    186,507
    
    
    
    2.00
    
    
    12 Jun 2009
    
    11 Jun 2016A J Heath*(4)
    
    
    
    
    
    
    215,304
    
    
    
    
    
    
    
    
    
    
    
    215,304
    
    
    
    2.00
    
    
    15 Dec 2009
    
    14 Dec 2016Savings-related optionsJ C Christie
    
    
    14,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,384
    
    
    
    65.00
    
    
    1 Feb 2009
    
    31 Jul 2009IndividualA J Heath
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 20095,488,373
    
    
    
    843,452
    
    
    
    
    
    
    
    68,475
    
    
    
    6,263,350
 At 1 April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    At 31 March
    
    
    Exercise
    
    
    Exercisable2005
    
    
    Granted
    
    
    Exercised
    
    
    or expired
    
    
    2006
    
    
    price
    
    
    from
    
    
    toApproved optionsB M Riley
    
    
    52,955
    
    
    
    
    
    
    
    
    
    
    
    52,955
    
    
    
    
    
    
    
    68.83
    
    
    25 Jul 1998
    
    24 Jul 2005Unapproved optionsD W Gration
    
    
    90,000
    
    
    
    
    
    
    
    90,000
    (5)
    
    
    
    
    
    
    
    
    
    
    46.00
    
    
    22 Jun 2001
    
    21 Jun 2008B M Riley
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    46.00
    
    
    22 Jun 2001
    
    21 Jun 2008B M Riley
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 2009B M Riley
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011B M Riley
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012B M Riley
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013B M Riley
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,000
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014B M Riley*(1)
    
    
    132,420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132,420
    
    
    
    2.00
    
    
    28 Feb 2008
    
    27 Feb 2015B M Riley*(2)
    
    
    
    
    
    
    92,357
    
    
    
    
    
    
    
    
    
    
    
    92,357
    
    
    
    2.00
    
    
    21 Dec 2008
    
    20 Dec 2015A Atkinson
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    **(5)
    
    
    
    
    
    
    
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013A Atkinson
    
    
    135,000
    
    
    
    
    
    
    
    135,000
    **(5)
    
    
    
    
    
    
    
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014J C Christie
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 2009J C Christie
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011J C Christie
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012J C Christie
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013J C Christie
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014J C Christie*(1)
    
    
    111,416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,416
    
    
    
    2.00
    
    
    28 Feb 2008
    
    27 Feb 2015J C Christie*(2)
    
    
    
    
    
    
    77,707
    
    
    
    
    
    
    
    
    
    
    
    77,707
    
    
    
    2.00
    
    
    21 Dec 2008
    
    20 Dec 2015A J Heath
    
    
    116,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,300
    
    
    
    175.00
    
    
    27 Jan 2000
    
    29 Jun 2008A J Heath
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011A J Heath
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    39.50
    
    
    16 Jan 2005
    
    15 Jan 2012A J Heath
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013A J Heath
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.50
    
    
    1 Mar 2009
    
    28 Feb 2014A J Heath*(1)
    
    
    221,233
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221,233
    
    
    
    2.00
    
    
    28 Feb 2008
    
    27 Feb 2015A J Heath*(2)
    
    
    
    
    
    
    157,556
    
    
    
    
    
    
    
    
    
    
    
    157,556
    
    
    
    2.00
    
    
    21 Dec 2008
    
    20 Dec 2015Savings-related optionsJ C Christie
    
    
    27,000
    
    
    
    
    
    
    
    27,000
    (6)
    
    
    
    
    
    
    
    
    
    
    37.50
    
    
    1 Apr 2005
    
    31 Oct 2005J C Christie
    
    
    
    
    
    
    14,384
    
    
    
    
    
    
    
    
    
    
    
    14,384
    
    
    
    65.00
    
    
    1 Feb 2009
    
    31 Jul 2009IndividualA J Heath
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 20095,551,324
    
    
    
    342,004
    
    
    
    352,000
    
    
    
    52,955
    
    
    
    5,488,373
 F-25




---



##### Table of Contents



*
    
    Options issued under the LTIP approved by the shareholders on 27 January 2005. The market price
of a share at the date of grant was (1) 57.00p, (2) 78.50p, (3)
85.00p and (4)73.75p.**
    
    Following the resignation of A Atkinson from the Board on 19 April 2005, under the rules of the
Unapproved Share Option Plan, the Remuneration Committee determined that his options would be
exercisable during the period to 31 December 2005. (5) (6)
  D W Gration
    
    £
    31,500A Atkinson
    
    £
    88,125J C Christie
    
    £
    3,240
 
 Notes
 (7)
    
    S Komisar and R B Soderstrom were appointed to the Board on 26 April
2007 and 9 August 2007 respectively. Their options are stated as at their date of
appointment.(8)
    
    B M Riley resigned from the Board on 9 August 2007.(9)
    
    Following Mr Rileys resignation from the Board, these awards were forfeited to the
extent shown (see Note 10 below).(10)
    
    Having carefully considered Mr Rileys performance during his tenure as Finance
Director and with due regard to the requirement to mitigate loss, the Committee has exercised
its discretion under the terms of the Long term Incentive Plan to allow a proportion of Mr.
Rileys LTIP option awards to vest with effect from 9 August 2007, being the date of his
resignation from the Board. In determining whether it was appropriate to exercise this
discretion, the Committee gave due consideration to Mr. Rileys achievements in delivering
shareholder value during his tenure as a Director of the Company. The percentage of the LTIP
option awards vesting was time apportioned from the date of grant of the award to the date of
his termination of employment with the Company on 30 October 2008. All options held by Mr
Riley under the Unapproved Scheme at the time of his resignation from the Board had met the
relevant performance conditions and were exercisable in full. The Committee has determined
that Mr. Rileys LTIP and Unapproved options will expire 18 months from his termination date,
or, if earlier, ten years from the their date of grant.(11)
    
    Awards made under the terms of the LTIP and DBP to S Komisar are in
the form of Performance Shares. LTIP awards vest three years from the date of grant subject
to the achievement of the relevant performance conditions. Awards under the DBP vest two
years from the date of grant.(12)
    
    On 7 March 2008, Barry Riley exercised an option over 132,420 ordinary shares
granted under the terms of the LTIP. The market price of the Companys ordinary shares on the
date of exercise was 51.00p. The market price of the Companys ordinary shares on the date of grant was (13) 57.00p, (14) 78.50p, (15) 85.00p, (16) 73.75p, (17) 58.75p, (18) 52.0p, and (19) 53.75p.
   F-26




---



##### Table of Contents



Performance Criteria for Directors Share Awards
 Plan
        
        Performance
          conditionOption granted prior to 1 March 2004 under the Unapproved
          and Approved Share Option Plans
        
        May be exercised on any date
          between three and ten years from the date of the grant of the option
          subject to the Companys share price outperforming the average
          price of shares in the FTSE Pharmaceutical Index in any three-year period
          commencing on or after the date of grant of the option.Option granted on 1 March 2004 under
          the Unapproved Plan
        
        Performance is measured after
          three years from the date of grant by measuring the Total Shareholder
          Return (TSR) of the Company against a comparator group consisting
          of the FTSE All Share Pharmaceutical and Biotech Index.Options issued to
            existing holders with a total
          aggregate value (at
            the date of grant) of up to four times annual salary
        
        TSR performance
        
        % of award vestingUpper quartile
        
        
        100
        %Median
        
        
        33
        %Below median
        
        NilThe Committee must also be
          satisfied that there has been an improvement in the Companys underlying
          financial performance over the period. Options granted under the Unapproved
          Plan on 27 September 2004 matured on 27 September 2007. Following
          application of the above measures, the Remuneration Committee determined
          that 35.15% of the shares would vest.Option granted on 1 March 2004 under the Unapproved
          Plan
        
        Performance is measured after
          five years from the date of grant by measuring the TSR of the Company
          against a comparator group consisting of the FTSE All Share Pharmaceutical
          and Biotech Index.For options granted
            to existing holders with a total aggregate value (at the date
            of grant) between four and eight times annual salary
        
        TSR performance
        
        % of award vestingUpper quartile
        
        
        100
        %Median
        
        
        33
        %Below median
        
        NilThe Committee must also be
          satisfied that there has been an improvement in the Companys underlying
          financial performance over the period.Option granted under the 2005 Executive Share Option
          Plan
        
        Performance is measured after
          three years from the date of grant by measuring the TSR of the Company
          against a comparator group consisting of the FTSE All Share Pharmaceutical
          and Biotech Index excludes those companies in the FTSE 100 (currently
          AstraZeneca PLC, GlaxoSmithKline PLC and Shire plc)None of the Directors
            holdoptions under this Plan
        
        TSR performance
        
        % of award vestingUpper decile
        
        
        100
        %Upper quartile
        
        
        80
        %Median
        
        
        30
        %Below median
        
        NilLong Term Incentive Plan
        
        Performance is measured after
          three years from the date of grant by measuring the TSR of the Company
          against a comparator group consisting of the FTSE All Share Pharmaceutical
          and Biotech Index excludes those companies in the FTSE 100 (currently
          AstraZeneca PLC, GlaxoSmithKline PLC and Shire plc)TSR performance
        
        % of award vestingUpper decile
        
        
        100
        %Upper quartile
        
        
        80
        %Median
        
        
        30
        %Below median
        
        NilOptions granted on 28 February 2005
          matured on 28 February 2008. Following application of the above
          measures, the Remuneration Committee determined that nil shares would
          vest.Performance criteria for individual options granted
          to A J Heath (Individual Plan):
        
        The option may generally
          be exercised only between the third and tenth anniversary of the date
          of grant, and on the date of exercise, the share price must have outperformed
          the average of the FTSE Pharmaceuticals Index in any preceding three-year
          period.
          The option lapses if A J Heath leaves the Company voluntarily, and must
          be exercised within three months if his employment ceases by reason
          of injury, disability, sickness or redundancy. The agreement confers
          no pensionable benefits. No amendment may be made to the benefit of
          A J
 F-27




---



##### Table of Contents



Plan
    
    Performance conditionHeath without the prior approval of the Company in General Meeting except
for minor amendments to benefit the administration of the agreement or to
obtain or maintain favourable tax, exchange control or regulatory
treatment for A J Heath or any Group Member.Performance
criteria for the
Protherics PLC Plan
for ex Therapeutic
Antibodies
employees (TAB
Plan):
    
    A J Heath holds options over 116,300 shares under the Protherics PLC Plan
for ex Therapeutic Antibodies employees (TAB). There are no performance
criteria under this Plan, which mirrors the terms of the Therapeutic
Antibodies 1990 Plan, from which the options were transferred.
 Transactions with Directors
      8 Finance Income
 2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Bank interest and interest on deposits
    
    
    2,382
    
    
    
    1,155
    
    
    
    401
 9 Finance Costs
 2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Interest payable on finance lease and hire purchase borrowings
    
    
    238
    
    
    
    213
    
    
    
    133Interest payable on bank borrowings
    
    
    11
    
    
    
    17
    
    
    
    22Interest payable on 6% convertible unsecured loan notes
    
    
    127
    
    
    
    134
    
    
    
    193Amortisation of 6% convertible unsecured loan notes
    
    
    37
    
    
    
    41
    
    
    
    57Notes payable to South Australian Minister for Primary Industries
    
    
    
    
    
    
    1
    
    
    
    7Other
    
    
    2
    
    
    
    11
    
    
    
    19415
    
    
    
    417
    
    
    
    431
 F-28




---



##### Table of Contents



10 Tax
  2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Current taxUK corporation tax credit for the current year
    
    
    
    
    
    
    353
    
    
    
    325Adjustment in respect of prior years
UK corporation tax
    
    
    624
    
    
    
    7
    
    
    
    624
    
    
    
    360
    
    
    
    325Foreign tax
    
    
    (351
    )
    
    
    3
    
    
    
    (3
    )Total current taxation
    
    
    273
    
    
    
    363
    
    
    
    322Deferred taxationReduction in estimate of recoverable deferred tax asset
    
    
    236
    
    
    
    
    
    
    
    (247
    )Utilisation of losses
    
    
    
    
    
    
    (104
    )
    
    
    509
    
    
    
    259
    
    
    
    75
    2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Loss before tax
    
    
    (17,251
    )
    
    
    (3,616
    )
    
    
    (9,563
    )Profit on ordinary activities multiplied by rate of corporation tax in
the UK of 30% (2007: 30%, 2006: 30%)
    
    
    (5,175
    )
    
    
    (1,085
    )
    
    
    (2,869
    )Adjustments in respect of foreign tax rates
    
    
    (463
    )
    
    
    778
    
    
    
    386Timing differences between capital allowances and depreciation
    
    
    673
    
    
    
    520
    
    
    
    509Other timing differences
    
    
    
    
    
    
    3,646
    
    
    
    4,041Other expenditure not deductible for tax purposes
    
    
    404
    
    
    
    692
    
    
    
    (302
    )Additional tax credit for research and development expenditure incurred
    
    
    (126
    )
    
    
    (449
    )
    
    
    (349
    )Lower rate of tax on research and development credits surrendered
    
    
    
    
    
    
    310
    
    
    
    284Addition to / (utilisation of) losses carried forward
    
    
    4,451
    
    
    
    (4,661
    )
    
    
    (1,775
    )Tax levied on utilisation of overseas losses
    
    
    351Adjustments to tax in respect of prior years
    
    
    (624
    )
    
    
    (10
    )
    
    
    Total taxation
    
    
    (509
    )
    
    
    (259
    )
    
    
    (75
    )
  F-29




---



##### Table of Contents



2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Deferred tax asset recognised at 1 April
    
    
    99
    
    
    
    206
    
    
    
    432Income statement credit / (debit)
    
    
    236
    
    
    
    (104
    )
    
    
    (247
    )Exchange differences
    
    
    10
    
    
    
    (3
    )
    
    
    21Deferred tax asset recognised at 31 March
    
    
    345
    
    
    
    99
    
    
    
    206
    Deferred tax asset
 Tax losses
    
    
    Total£000
    
    
    £000At 1 April 2006
    
    
    206
    
    
    
    206Charged to the income statement
    
    
    (104
    )
    
    
    (104
    )Exchange differences
    
    
    (3
    )
    
    
    (3
    )At 1 April 2007
    
    
    99
    
    
    
    99Credited to the income statement
    
    
    236
    
    
    
    236Exchange differences
    
    
    10
    
    
    
    10At 31 March 2008
    
    
    345
    
    
    
    345
    F-30




---



##### Table of Contents



11 Loss per Share
    12 Goodwill
 £000CostAt 1 April 2006
    
    
    9,199Additions (see note 29)
    
    
    1,676Exchange differences
    
    
    3At 1 April 2007
    
    
    10,878Exchange differences
    
    
    (13
    )At 31 March 2008
    
    
    10,865Accumulated impairment lossesAt 1 April 2006, 1 April 2007 and 31 March 2008
    
    
    Carrying amount31 March 2008
    
    
    10,86531 March 2007
    
    
    10,87831 March 2006
    
    
    9,199
  F-31




---



##### Table of Contents



2008
    
    
    2007£000
    
    
    £000Enact Pharma PLC
    
    
    9,199
    
    
    
    9,199MacroMed Inc.
    
    
    1,666
    
    
    
    1,67910,865
    
    
    
    10,878
   13 Other Intangible Assets
 Patentsand
    
    
    Othertrademarks
    
    
    intangibles
    
    
    Total£000
    
    
    £000
    
    
    £000CostAt 1 April 2006
    
    
    934
    
    
    
    615
    
    
    
    1,549Acquisitions
    
    
    
    
    
    
    18,830
    
    
    
    18,830Exchange differences
    
    
    (108
    )
    
    
    (55
    )
    
    
    (163
    )At 1 April 2007
    
    
    826
    
    
    
    19,390
    
    
    
    20,216Additions
    
    
    
    
    
    
    128
    
    
    
    128Exchange differences
    
    
    (10
    )
    
    
    (154
    )
    
    
    (164
    )At 31 March 2008
    
    
    816
    
    
    
    19,364
    
    
    
    20,180AmortisationAt 1 April 2006
    
    
    489
    
    
    
    
    
    
    
    489Charge for the year
    
    
    107
    
    
    
    28
    
    
    
    135Exchange differences
    
    
    (60
    )
    
    
    
    
    
    
    (60
    )At 1 April 2007
    
    
    536
    
    
    
    28
    
    
    
    564Charge for the year
    
    
    101
    
    
    
    397
    
    
    
    498Exchange differences
    
    
    (5
    )
    
    
    4
    
    
    
    (1
    )At 31 March 2008
    
    
    632
    
    
    
    429
    
    
    
    1,061Carrying amount31 March 2008
    
    
    184
    
    
    
    18,935
    
    
    
    19,11931 March 2007
    
    
    290
    
    
    
    19,362
    
    
    
    19,65231 March 2006
    
    
    445
    
    
    
    615
    
    
    
    1,060
 F-32




---



##### Table of Contents



CarryingValue
    
    
    Remaining£000
    
    
    amortisation periodSignificant other intangible assets:Intangible assets arising from the acquisition of Protherics Salt Lake City Inc.
(formerly MacroMed Inc.)
    
    
    12,075
    
    
    Not amortised(1)Customer list purchased from F Hoffman La-Roche Limited
    
    
    179
    
    
    6 months(2)CoVaccine HT
    
    
    396
    
    
    9 years(3)Advanced In Vitro Cell Technologies S.L.   asset in development
    
    
    563
    
    
    Not amortised(1)Glenveigh Pharmaceuticals LLP  asset in development
    
    
    5,722
    
    
    Not amortised(1), (4)
 
 (1)
    
    Assets in development are not amortised until the development is complete and
the asset available for use. Upon completion of assets under development, the Company
estimates that such assets will have finite useful lives.(2)
    
    Amortisation commenced in the year over a period of 18 months, which was deemed
to be the estimated useful life of the customer list.(3)
    
    Constitutes a purchased intangible asset.(4)
    
    On 22 April 2008, the Company announced that in accordance with its license
agreement it would make an additional $5 million milestone payment to Glenveigh.  14 Property, Plant and Equipment
 Furniture,Land &
    
    
    Plant &
    
    
    fixtures &buildings
    
    
    machinery
    
    
    equipment
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000CostAt 1 April 2006
    
    
    5,409
    
    
    
    9,780
    
    
    
    2,258
    
    
    
    17,447Reclassification
    
    
    
    
    
    
    11
    
    
    
    (11
    )
    
    
    Additions
    
    
    319
    
    
    
    2,290
    
    
    
    669
    
    
    
    3,278Acquisition of subsidiary
    
    
    253
    
    
    
    342
    
    
    
    28
    
    
    
    623Disposals
    
    
    (5
    )
    
    
    (1,664
    )
    
    
    (78
    )
    
    
    (1,747
    )Exchange differences
    
    
    (4
    )
    
    
    (2
    )
    
    
    (25
    )
    
    
    (31
    )At 1 April 2007
    
    
    5,972
    
    
    
    10,757
    
    
    
    2,841
    
    
    
    19,570Reclassification
    
    
    (14
    )
    
    
    9
    
    
    
    5
    
    
    
    Additions
    
    
    575
    
    
    
    2,168
    
    
    
    1,131
    
    
    
    3,874Disposals
    
    
    (61
    )
    
    
    (356
    )
    
    
    (355
    )
    
    
    (772
    )Exchange differences
    
    
    188
    
    
    
    245
    
    
    
    174
    
    
    
    607At 31 March 2008
    
    
    6,660
    
    
    
    12,823
    
    
    
    3,796
    
    
    
    23,279DepreciationAt 1 April 2006
    
    
    3,354
    
    
    
    4,800
    
    
    
    1,184
    
    
    
    9,338Reclassification
    
    
    
    
    
    
    8
    
    
    
    (8
    )
    
    
    Charge for the year
    
    
    337
    
    
    
    666
    
    
    
    370
    
    
    
    1,373Disposals
    
    
    (3
    )
    
    
    (1,042
    )
    
    
    (66
    )
    
    
    (1,111
    )Exchange differences
    
    
    
    
    
    
    (3
    )
    
    
    (14
    )
    
    
    (17
    )At 1 April 2007
    
    
    3,688
    
    
    
    4,429
    
    
    
    1,466
    
    
    
    9,583Reclassification
    
    
    (3
    )
    
    
    2
    
    
    
    1
    
    
    
    Charge for the year
    
    
    394
    
    
    
    1,218
    
    
    
    464
    
    
    
    2,076Disposals
    
    
    (5
    )
    
    
    (328
    )
    
    
    (303
    )
    
    
    (636
    )Exchange differences
    
    
    105
    
    
    
    170
    
    
    
    97
    
    
    
    372At 31 March 2008
    
    
    4,179
    
    
    
    5,491
    
    
    
    1,725
    
    
    
    11,395
 F-33




---



##### Table of Contents



Furniture,Land &
    
    
    Plant &
    
    
    fixtures &buildings
    
    
    machinery
    
    
    equipment
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000Carrying amount31 March 2008
    
    
    2,481
    
    
    
    7,332
    
    
    
    2,071
    
    
    
    11,88431 March 2007
    
    
    2,284
    
    
    
    6,328
    
    
    
    1,375
    
    
    
    9,98731 March 2006
    
    
    2,055
    
    
    
    4,980
    
    
    
    1,074
    
    
    
    8,109
 2008
    
    
    2007£000
    
    
    £000Land & buildings comprise:Freehold
    
    
    1,070
    
    
    
    1,213Short leasehold
    
    
    1,411
    
    
    
    1,0712,481
    
    
    
    2,284
   15 Inventories
 2008
    
    
    2007£000
    
    
    £000Raw materials and consumables
    
    
    2,919
    
    
    
    2,540Work in progress
    
    
    5,964
    
    
    
    8,049Finished goods
    
    
    1,322
    
    
    
    11810,205
    
    
    
    10,707
 16 Trade and Other Receivables
 2008
    
    
    2007£000
    
    
    £000Amounts falling due within one year:Trade receivables
    
    
    2,418
    
    
    
    13,516Less: Allowance for impairment of receivables
    
    
    
    
    
    
    Trade receivables  net
    
    
    2,418
    
    
    
    13,516Other receivables
    
    
    415
    
    
    
    560Prepayments and accrued income
    
    
    1,142
    
    
    
    9903,975
    
    
    
    15,066
   F-34




---



##### Table of Contents



Ageing of past due but not impaired
 2008
    
    
    2007£000
    
    
    £00060 to 90 days
    
    
    32
    
    
    
    90 to 120 days
    
    
    
    
    
    
    19120 days +
    
    
    61
    
    
    
    21Total
    
    
    93
    
    
    
    40
 17 Cash and Cash Equivalents
 2008
    
    
    2007£000
    
    
    £000Cash at bank and in hand
    
    
    7,439
    
    
    
    1,216Short term bank deposits
    
    
    30,221
    
    
    
    38,77337,660
    
    
    
    39,989Bank overdrafts (note 19)
    
    
    (44
    )
    
    
    37,616
    
    
    
    39,989
  18 Trade and Other Payables
 2008
    
    
    2007£000
    
    
    £000Current liabilities:Trade payables
    
    
    5,447
    
    
    
    4,303Other payables
    
    
    454
    
    
    
    183Accruals
    
    
    4,702
    
    
    
    2,924Deferred income
    
    
    8,607
    
    
    
    6,62719,210
    
    
    
    14,037Non-current liabilities:Accruals
    
    
    104
    
    
    
    120Deferred income
    
    
    8,566
    
    
    
    10,7248,670
    
    
    
    10,844
 F-35




---



##### Table of Contents



2008
    
    
    2007£000
    
    
    £000Deferred income  falling due in less than one year
    
    
    104
    
    
    
    102Deferred income  falling due after more than one year
    
    
    563
    
    
    
    660667
    
    
    
    762
   19 Borrowings
 2008
    
    
    2007£000
    
    
    £000Bank overdrafts
    
    
    44
    
    
    
    Bank loans
Secured
    
    
    143
    
    
    
    157187
    
    
    
    157Notes payable to South Australian Minister for Primary Industries
    
    
    8
    
    
    
    46195
    
    
    
    203The borrowings are repayable as follows:On demand or within one year
    
    
    54
    
    
    
    46In the second year
    
    
    141
    
    
    
    14In the third to fifth years inclusive
    
    
    
    
    
    
    143After five years
    
    
    
    
    
    
    195
    
    
    
    203Amounts due for settlement within one year
    
    
    54
    
    
    
    46Amounts due for settlement after one year
    
    
    141
    
    
    
    157195
    
    
    
    203
 F-36




---



##### Table of Contents



Analysis of borrowings by currency:
 US
    
    
    AustralianSterling
    
    
    dollars
    
    
    dollars
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000At 31 March 2008Bank overdrafts
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    44Bank loans
    
    
    
    
    
    
    143
    
    
    
    
    
    
    
    143Notes payable to South Australian Minister for Primary Industries
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    8
    
    
    
    143
    
    
    
    52
    
    
    
    195At 31 March 2007Bank loans
    
    
    9
    
    
    
    148
    
    
    
    
    
    
    
    157Notes payable to South Australian Minister for Primary Industries
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    469
    
    
    
    148
    
    
    
    46
    
    
    
    203
  2008
    
    
    2007%
    
    
    %Australian dollar bank overdrafts
    
    
    13.5
    
    
    
    Sterling bank loans
    
    
    
    
    
    
    8.0US dollar bank loans
    
    
    5.6
    
    
    
    5.6Notes payable to South Australian Minister for Primary Industries
    
    
    6.3
    
    
    
    6.5
  2008
    
    
    2007£000
    
    
    %
    
    
    £000
    
    
    %Australian dollar bank overdraft
    
    
    44
    
    
    
    13.5
    
    
    
    
    
    
    
    Sterling bank loans
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    9.2US dollar bank loans
    
    
    142
    
    
    
    6.4
    
    
    
    137
    
    
    
    9.4Notes payable to South Australian Minister for Primary Industries
    
    
    8
    
    
    
    6.3
    
    
    
    42
    
    
    
    6.5194
    
    
    
    
    
    
    
    188
  F-37




---



##### Table of Contents




    
    The Companys Sterling loan was obtained upon the acquisition of Enact Pharma PLC in
June 2003. The loan was taken out by Enact Pharma PLC in June 2002. Repayments commenced
in March 2003 and continued until August 2007 when the loan was fully repaid. The loan was
secured over the assets of that company and its immediate subsidiaries. The loan carried
a fixed interest rate of 8% per annum.
    
    The Companys US dollar denominated loan was taken out in August 2004. Repayments
commenced in September 2004 and will continue until August 2009, when substantially all of
the principal received on inception will become repayable. The loan is secured by a
charge over certain of the Companys assets and carries an interest rate of 5.625%.
    
    The notes payable to the South Australian Minister for Primary Industries (the
Minister) are secured on buildings and equipment of Protherics Australasia Pty Limited.
Repayment is in equal annual instalments, with the final instalment due in the year to 31
March 2009. The interest rate is variable at the discretion of the Minister and is
payable annually. The rate is currently in line with market interest rates at 6.25% (2007:
6.5%).
 20 6% Convertible Unsecured Loan Notes
   F-38




---



##### Table of Contents



£000Nominal value of convertible loan notes issued
    
    
    7,196Equity component at date of issue
    
    
    (711
    )Liability component at date of issue
    
    
    6,485
 2008
    
    
    2007£000
    
    
    £000Liability component at 1 April
    
    
    2,100
    
    
    
    2,469Interest charged
    
    
    37
    
    
    
    41Liability converted to equity
    
    
    (166
    )
    
    
    (410
    )Liability component at 31 March
    
    
    1,971
    
    
    
    2,100
   
  2007£000Nominal value of convertible loan notes issued
    
    
    242Equity component at date of issue
    
    
    (169
    )Liability component at date of issue
    
    
    73
  
 F-39




---



##### Table of Contents



21 Obligations under Finance Leases
 Present valueMinimum lease
    
    
    of minimumpayments
    
    
    lease payments2008
    
    
    2007
    
    
    2008
    
    
    2007£000
    
    
    £000
    
    
    £000
    
    
    £000Amounts payable under finance leases:Within one year
    
    
    1,136
    
    
    
    1,392
    
    
    
    966
    
    
    
    1,048In the second to fifth years inclusive
    
    
    1,897
    
    
    
    3,084
    
    
    
    1,712
    
    
    
    2,2893,033
    
    
    
    4,476
    
    
    
    2,678
    
    
    
    3,337Less: future finance charges
    
    
    (355
    )
    
    
    (1,139
    )Present value of lease obligations
    
    
    2,678
    
    
    
    3,337
    
    
    
    2,678
    
    
    
    3,337Less: Amounts due for settlement within one year (shown
within current liabilities)
    
    
    
    
    
    
    
    
    
    
    (966
    )
    
    
    (1,048
    )Amount due for settlement after one year
    
    
    
    
    
    
    
    
    
    
    1,712
    
    
    
    2,289
     2008
    
    
    2007£000
    
    
    £000Sterling
    
    
    2,527
    
    
    
    3,078US dollars
    
    
    32
    
    
    
    82Australian dollars
    
    
    119
    
    
    
    1772,678
    
    
    
    3,337
  F-40




---



##### Table of Contents



22 Derivative Financial Instruments
   2008
    
    
    2007£000
    
    
    £000Contracts with positive fair values:Forward foreign exchange contracts
    
    
    
    
    
    
    114Derivative instrument assets
    
    
    
    
    
    
    114Contracts with negative fair values:Forward foreign exchange contracts
    
    
    170
    
    
    
    Derivative instrument liabilities
    
    
    170
    
    
    
    
   23 Share Capital
 2008
    
    
    2007No. Shares
    
    
    £000
    
    
    No. Shares
    
    
    £000AuthorisedOrdinary shares of 2p each
    
    
    485,000,000
    
    
    
    9,700
    
    
    
    475,000,000
    
    
    
    9,500Allotted, called-up and fully paid
Ordinary shares of 2p eachAt 1 April
    
    
    339,128,755
    
    
    
    6,783
    
    
    
    259,287,068
    
    
    
    5,186Allotted under share option schemes
    
    
    238,751
    
    
    
    4
    
    
    
    231,321
    
    
    
    5Cash placing and open offer
    
    
    
    
    
    
    
    
    
    
    58,715,544
    
    
    
    1,174Issued in consideration of Glenveigh Pharmaceuticals
LLP in-licence agreement
    
    
    
    
    
    
    
    
    
    
    3,093,638
    
    
    
    62Issued as consideration for acquisition of MacroMed Inc.
    
    
    
    
    
    
    
    
    
    
    15,677,199
    
    
    
    314Conversion of 6% convertible unsecured loan notes
    
    
    698,892
    
    
    
    14
    
    
    
    1,828,572
    
    
    
    36Conversion of CoVaccine convertible loan note (note 20)
    
    
    253,211
    
    
    
    5
    
    
    
    295,413
    
    
    
    6At 31 March
    
    
    340,319,609
    
    
    
    6,806
    
    
    
    339,128,755
    
    
    
    6,783
 Share warrants
  F-41




---



##### Table of Contents



Share options
  At 1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    At 31April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    March
    
    
    Exercise2007
    
    
    Granted
    
    
    Exercised
    
    
    or expired
    
    
    2008
    
    
    price (p)Date exercisableIndividual unapproved22 Dec 2002 to 21 Dec 2009
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    39.009 July 2002 to 8 July 2010
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    40.009 July 2002 to 8 July 2010
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    25.009 July 2002 to 31 May 2007
    
    
    3,850
    
    
    
    
    
    
    
    
    
    
    
    3,850
    
    
    
    
    
    
    US$
    6.0012 Dec 2007 to 11 Dec 2009
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    86.0012 June 2008 to 11 Jun 2010
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    86.00Approved28 Jan 2003 to 27 Jan 2010
    
    
    46,924
    
    
    
    
    
    
    
    5,461
    
    
    
    1,856
    
    
    
    39,607
    
    
    
    37.5028 Feb 2004 to 27 Feb 2011
    
    
    264,000
    
    
    
    
    
    
    
    35,000
    
    
    
    6,000
    
    
    
    223,000
    
    
    
    43.5016 Feb 2009 to 15 Feb 2016
    
    
    25,401
    
    
    
    
    
    
    
    
    
    
    
    25,401
    
    
    
    
    
    
    
    93.50Unapproved22 June 2001 to 21 June 2008
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    46.0022 Dec 2002 to 21 Dec 2009
    
    
    385,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    385,000
    
    
    
    39.0027 Jan 2003 to 26 Jan 2010
    
    
    87,097
    
    
    
    
    
    
    
    
    
    
    
    814
    
    
    
    86,283
    
    
    
    37.502 Aug 2003 to 1 Aug 2010
    
    
    2,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,908
    
    
    
    28.5022 Feb 2004 to 21 Feb 2011
    
    
    1,145,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,145,000
    
    
    
    43.5016 Jan 2005 to 15 Jan 2012
    
    
    2,177,000
    
    
    
    
    
    
    
    25,000
    
    
    
    127,000
    
    
    
    2,025,000
    
    
    
    39.509 July 2005 to 8 July 2012
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    25.0020 Jun 2006 to 19 Jun 2013
    
    
    900,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900,000
    
    
    
    23.2524 Jun 2006 to 23 Jun 2013
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    25,000
    
    
    
    23.001 Mar 2007 to 28 Feb 2014
    
    
    735,660
    
    
    
    
    
    
    
    40,870
    
    
    
    
    
    
    
    694,790
    
    
    
    58.501 Mar 2009 to 28 Feb 2014
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.5027 Sep 2007 to 26 Sep 2014
    
    
    310,000
    
    
    
    
    
    
    
    
    
    
    
    201,035
    
    
    
    108,965
    
    
    
    49.5028 Feb 2008 to 27 Feb 2015*(1)
    
    
    716,475
    
    
    
    
    
    
    
    132,420
    
    
    
    584,055
    
    
    
    
    
    
    
    2.0019 Jul 2008 to 18 Jul 2015*(2)
    
    
    113,785
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113,785
    
    
    
    2.007 Sep 2008 to 6 Sep 2015
    
    
    115,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,000
    
    
    
    60.5021 Dec 2008 to 20 Dec 2015*(3)
    
    
    763,665
    
    
    
    
    
    
    
    
    
    
    
    11,607
    
    
    
    752,058
    
    
    
    2.0021 Dec 2008 to 20 Dec 2015
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,000
    
    
    
    78.5012 June 2009 to 11 June 2016*(4)
    
    
    944,359
    
    
    
    
    
    
    
    
    
    
    
    52,434
    
    
    
    891,925
    
    
    
    2.0012 June 2008 to 11 June 2016+(1)
    
    
    109,806
    
    
    
    
    
    
    
    
    
    
    
    5,331
    
    
    
    104,475
    
    
    
    2.0012 June 2008 to 11 June 2016
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    86.0011 July 2009 to 10 July 2016
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    86.0022 Aug 2009 to 21 Aug 2016*(6)
    
    
    6,383
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,383
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016*(7)
    
    
    970,615
    
    
    
    
    
    
    
    
    
    
    
    60,779
    
    
    
    909,836
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    73.755 Jan 2010 to 4 Jan 2017
    
    
    630,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    580,000
    
    
    
    72.2511 June 2009 to 10 June 2017+(2)
    
    
    
    
    
    
    184,317
    
    
    
    
    
    
    
    
    
    
    
    184,317
    
    
    
    2.0011 June 2010 to 10 June 2017*(8)
    
    
    
    
    
    
    1,620,901
    
    
    
    
    
    
    
    86,832
    
    
    
    1,534,069
    
    
    
    2.0011 June 2010 to 10 June 2017
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    58.7517 July 2010 to 16 July 2017*(8)
    
    
    
    
    
    
    8,510
    
    
    
    
    
    
    
    
    
    
    
    8,510
    
    
    
    2.0031 July 2010 to 30 July 2017*(9)
    
    
    
    
    
    
    19,633
    
    
    
    
    
    
    
    
    
    
    
    19,633
    
    
    
    2.0010 Aug 2010 to 9 Aug 2017*(10)
    
    
    
    
    
    
    423,076
    
    
    
    
    
    
    
    
    
    
    
    423,076
    
    
    
    2.0028 Sep 2010 to 27 Sep 2017*(11)
    
    
    
    
    
    
    17,346
    
    
    
    
    
    
    
    
    
    
    
    17,346
    
    
    
    2.0023 Nov 2010 to 22 Nov 2017*(12)
    
    
    
    
    
    
    1,594,962
    
    
    
    
    
    
    
    
    
    
    
    1,594,962
    
    
    
    2.004 Dec 2010 to 3 Dec 2017*(13)
    
    
    
    
    
    
    13,302
    
    
    
    
    
    
    
    
    
    
    
    13,302
    
    
    
    2.00Savings related options1 Feb 2009 to 31 July 2009
    
    
    245,954
    
    
    
    
    
    
    
    
    
    
    
    78,820
    
    
    
    167,134
    
    
    
    65.001 Feb 2011 to 31 July 2011
    
    
    381,924
    
    
    
    
    
    
    
    
    
    
    
    246,694
    
    
    
    135,230
    
    
    
    65.001 Feb 2010 to 31 July 2010
    
    
    68,424
    
    
    
    
    
    
    
    
    
    
    
    13,033
    
    
    
    55,391
    
    
    
    58.001 Feb 2012 to 31 July 2012
    
    
    115,749
    
    
    
    
    
    
    
    
    
    
    
    61,545
    
    
    
    54,204
    
    
    
    58.001 Jan 2010 to 30 June 2010
    
    
    
    
    
    
    285,759
    
    
    
    
    
    
    
    
    
    
    
    285,759
    
    
    
    43.00
 F-42




---



##### Table of Contents



At 1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    At 31April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    March
    
    
    Exercise2007
    
    
    Granted
    
    
    Exercised
    
    
    or expired
    
    
    2008
    
    
    price (p)1 Jan 2012 to 30 June 2012
    
    
    
    
    
    
    379,746
    
    
    
    
    
    
    
    
    
    
    
    379,746
    
    
    
    43.00Protherics PLC option plan for Therapeutic Antibodies Inc. employees27 Jan 2000 to 29 June 2008
    
    
    162,238
    
    
    
    
    
    
    
    
    
    
    
    45,938
    
    
    
    116,300
    
    
    
    175.0 to 312.013,112,217
    
    
    
    4,597,552
    
    
    
    238,751
    
    
    
    1,668,024
    
    
    
    15,802,994
 At 1
    
    
    
    
    
    
    
    
    
    
    
    
    
    At 31April
    
    
    
    
    
    
    
    
    
    Cancelled
    
    March
    
    Exercise2006
    
    Granted
    
    Exercised
    
    or expired
    
    2007
    
    price (p)Date exercisableIndividual unapproved22 Dec 2002 to 21 Dec 2009
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    39.009 July 2002 to 8 July 2010
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    40.009 July 2002 to 8 July 2010
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    25.009 July 2002 to 31 May 2007
    
    
    3,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,850
    
    
    US$
    6.0012 Dec 2007 to 11 Dec 2009
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    85.0012 June 2008 to 11 Jun 2010
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    85.00Approved28 Jan 2003 to 27 Jan 2010
    
    
    49,245
    
    
    
    
    
    
    
    2,321
    
    
    
    
    
    
    
    46,924
    
    
    
    37.5028 Feb 2004 to 27 Feb 2011
    
    
    292,000
    
    
    
    
    
    
    
    24,000
    
    
    
    4,000
    
    
    
    264,000
    
    
    
    43.5016 Feb 2009 to 15 Feb 2016
    
    
    25,401
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,401
    
    
    
    93.50Unapproved22 June 2001 to 21 June 2008
    
    
    170,000
    
    
    
    
    
    
    
    105,000
    
    
    
    
    
    
    
    65,000
    
    
    
    46.0022 Dec 2002 to 21 Dec 2009
    
    
    485,000
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    385,000
    
    
    
    39.0027 Jan 2003 to 26 Jan 2010
    
    
    87,097
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,097
    
    
    
    37.502 Aug 2003 to 1 Aug 2010
    
    
    2,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,908
    
    
    
    28.5022 Feb 2004 to 21 Feb 2011
    
    
    1,145,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,145,000
    
    
    
    43.5016 Jan 2005 to 15 Jan 2012
    
    
    2,177,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,177,000
    
    
    
    39.509 July 2005 to 8 July 2012
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    25.0020 Jun 2006 to 19 Jun 2013
    
    
    900,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900,000
    
    
    
    23.2524 Jun 2006 to 23 Jun 2013
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    23.001 Mar 2007 to 28 Feb 2014
    
    
    900,000
    
    
    
    
    
    
    
    
    
    
    
    164,340
    
    
    
    735,660
    
    
    
    58.501 Mar 2009 to 28 Feb 2014
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.5027 Sep 2007 to 26 Sep 2014
    
    
    310,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310,000
    
    
    
    49.5028 Feb 2008 to 27 Feb 2015*(1)
    
    
    716,475
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    716,475
    
    
    
    2.0019 Jul 2008 to 18 Jul 2015*(2)
    
    
    113,785
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113,785
    
    
    
    2.007 Sep 2008 to 6 Sep 2015
    
    
    115,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,000
    
    
    
    60.5021 Dec 2008 to 20 Dec 2015*(3)
    
    
    763,665
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    763,665
    
    
    
    2.0021 Dec 2008 to 20 Dec 2015
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,000
    
    
    
    78.5012 June 2009 to 11 June 2016*(4)
    
    
    
    
    
    
    953,820
    
    
    
    
    
    
    
    9,461
    
    
    
    944,359
    
    
    
    2.0012 June 2008 to 11 June 2016+
    
    
    
    
    
    
    109,806
    
    
    
    
    
    
    
    
    
    
    
    109,806
    
    
    
    2.0012 June 2008 to 11 June 2016
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    85.0011 July 2009 to 10 July 2016
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    78.501 Aug 2009 to 31 July 2016*(5)
    
    
    
    
    
    
    9,284
    
    
    
    
    
    
    
    9,284
    
    
    
    
    
    
    
    2.0022 Aug 2009 to 21 Aug 2016*(6)
    
    
    
    
    
    
    6,383
    
    
    
    
    
    
    
    
    
    
    
    6,383
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016*(7)
    
    
    
    
    
    
    970,615
    
    
    
    
    
    
    
    
    
    
    
    970,615
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    73.755 Jan 2010 to 4 Jan 2017
    
    
    
    
    
    
    740,000
    
    
    
    
    
    
    
    110,000
    
    
    
    630,000
    
    
    
    72.25Savings related options1 Feb 2009 to 31 July 2009
    
    
    270,118
    
    
    
    
    
    
    
    
    
    
    
    24,164
    
    
    
    245,954
    
    
    
    65.001 Feb 2011 to 31 July 2011
    
    
    401,738
    
    
    
    
    
    
    
    
    
    
    
    19,814
    
    
    
    381,924
    
    
    
    65.001 Feb 2010 to 31 July 2010
    
    
    
    
    
    
    68,424
    
    
    
    
    
    
    
    
    
    
    
    68,424
    
    
    
    58.001 Feb 2012 to 31 July 2012
    
    
    
    
    
    
    115,749
    
    
    
    
    
    
    
    
    
    
    
    115,749
    
    
    
    58.00Protherics PLC option plan for Therapeutic Antibodies Inc. employees27 Jan 2000 to 29 June 2008
    
    
    162,238
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,238
    
    
    
    175.0 to 312.010,520,520
    
    
    
    3,164,081
    
    
    
    231,321
    
    
    
    341,063
    
    
    
    13,112,217
 F-43




---



##### Table of Contents



*
    
    Options issued under the long term incentive plan, approved by the shareholders on 27 January
2005. The price of a share at the date of grant was (1) 54.75p, (2) 57.00p, (3) 78.50p, (4)
85.00p, (5) 80.00p, (6) 79.25p, (7) 73.75p, (8) 58.75p, (9) 47.75p, (10) 52.00p, (11) 49.00p, (12)
53.75p and (13) 54.75p.+
    
    Options issued under the deferred bonus plan, approved by the shareholders on 27
January 2005. The price of a share at the date of grant was (1) 85.00p and (2) 58.75p.
 24 Share Premium Account
 2008
    
    
    2007£000
    
    
    £000At 1 April
    
    
    135,951
    
    
    
    86,770Premium arising on issue of equity shares:Allotted under share option schemes
    
    
    49
    
    
    
    94Cash placing and open offer
    
    
    
    
    
    
    36,991Issued in consideration of Glenveigh Pharmaceuticals LLP in-licence
Agreement
    
    
    
    
    
    
    2,227Issued as consideration for acquisition of MacroMed Inc.
    
    
    
    
    
    
    11,288Conversion of unsecured convertible loan notes
    
    
    292
    
    
    
    683Expenses on issue of equity shares
    
    
    
    
    
    
    (2,102
    )At 31 March
    
    
    136,292
    
    
    
    135,951
 25 Statement of Changes in Equity
 Shares
    
    
    
    
    
    
    
    
    
    
    CumulativeShare
    
    
    Share
    
    
    to be
    
    
    Merger
    
    
    Equity
    
    
    translation
    
    
    Retainedcapital
    
    
    premium
    
    
    issued
    
    
    reserve
    
    
    reserve
    
    
    reserve
    
    
    earnings
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Balance at 1 April 2006
    
    
    5,186
    
    
    
    86,770
    
    
    
    
    
    
    
    51,163
    
    
    
    263
    
    
    
    (191
    )
    
    
    (116,839
    )
    
    
    26,352Currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    749
    
    
    
    
    
    
    
    749Net income recognised
directly in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    749
    
    
    
    
    
    
    
    749Loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,357
    )
    
    
    (3,357
    )Total recognised profit /
(loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    749
    
    
    
    (3,357
    )
    
    
    (2,608
    )New share capital subscribed
    
    
    1,560
    
    
    
    48,499
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,059Shares to be issued
    
    
    
    
    
    
    
    
    
    
    1,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,289New loan notes issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186
    
    
    
    
    
    
    
    
    
    
    
    186Conversion of convertible loan
notes
    
    
    37
    
    
    
    682
    
    
    
    
    
    
    
    
    
    
    
    (229
    )
    
    
    
    
    
    
    
    
    
    
    490Employee share option scheme
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    703
    
    
    
    703Balance at 31 March 2007
    
    
    6,783
    
    
    
    135,951
    
    
    
    1,289
    
    
    
    51,163
    
    
    
    220
    
    
    
    558
    
    
    
    (119,493
    )
    
    
    76,471Currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    
    
    
    
    236Net income recognised
directly in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    
    
    
    
    236Loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,742
    )
    
    
    (16,742
    )Total recognised profit /
(loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    (16,742
    )
    
    
    (16,506
    )New share capital subscribed
    
    
    4
    
    
    
    49
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53Conversion of convertible loan
notes
    
    
    19
    
    
    
    292
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    
    
    
    
    
    
    
    
    294Employee share option scheme
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,240
    
    
    
    1,240Balance at 31 March 2008
    
    
    6,806
    
    
    
    136,292
    
    
    
    1,289
    
    
    
    51,163
    
    
    
    203
    
    
    
    794
    
    
    
    (134,995
    )
    
    
    61,552
 F-44




---



##### Table of Contents



26 Operating Lease Commitments
 2008
    
    
    2007£000
    
    
    £000Minimum lease payments under operating leases
recognised in income for the year
    
    
    896
    
    
    
    544
  2008
    
    
    2007Vehicles,
    
    
    
    
    
    
    Vehicles,plant and
    
    
    
    
    
    
    plant andProperty
    
    
    equipment
    
    
    Property
    
    
    Equipment£000
    
    
    £000
    
    
    £000
    
    
    £000Within one year
    
    
    926
    
    
    
    3
    
    
    
    535
    
    
    
    14In the second to fifth years inclusive
    
    
    3,166
    
    
    
    10
    
    
    
    510
    
    
    
    18After five years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,092
    
    
    
    13
    
    
    
    1,045
    
    
    
    32
   27 Financial Instruments
 Capital risk management
  Gearing ratio
  F-45




---



##### Table of Contents



Significant accounting policies
  Categories of financial assets and financial liabilities
 Loans and
    
    
    Amortised
    
    
    Financialreceivables
    
    
    cost
    
    
    instruments
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £0002008Trade and other receivables
    
    
    3,975
    
    
    
    
    
    
    
    
    
    
    
    3,975Derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    (170
    )
    
    
    (170
    )Cash and cash equivalents
    
    
    37,660
    
    
    
    
    
    
    
    
    
    
    
    37,660Borrowings
    
    
    
    
    
    
    (195
    )
    
    
    
    
    
    
    (195
    )Trade and other payables
    
    
    
    
    
    
    (32,899
    )
    
    
    
    
    
    
    (32,899
    )41,635
    
    
    
    (33,094
    )
    
    
    (170
    )
    
    
    8,3712007Trade and other receivables
    
    
    15,066
    
    
    
    
    
    
    
    
    
    
    
    15,066Derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    114
    
    
    
    114Cash and cash equivalents
    
    
    39,989
    
    
    
    
    
    
    
    
    
    
    
    39,989Borrowings
    
    
    
    
    
    
    (203
    )
    
    
    
    
    
    
    (203
    )Trade and other payables
    
    
    
    
    
    
    (30,591
    )
    
    
    
    
    
    
    (30,591
    )55,055
    
    
    
    (30,794
    )
    
    
    114
    
    
    
    24,375
 Financial risk management objectives
   Market risk
    F-46




---



##### Table of Contents



Foreign currency risk management
   Liabilities
    
    
    Assets2008
    
    
    2007
    
    
    2008
    
    
    2007£000
    
    
    £000
    
    
    £000
    
    
    £000US dollar
    
    
    (13,692
    )
    
    
    (14,613
    )
    
    
    8,789
    
    
    
    4,404Australian dollar
    
    
    (1,041
    )
    
    
    (661
    )
    
    
    446
    
    
    
    345(14,733
    )
    
    
    (15,274
    )
    
    
    9,235
    
    
    
    4,749
 Foreign currency sensitivity analysis
   US dollar
    
    
    Australian dollar2008
    
    
    2007
    
    
    2008
    
    
    2007£000
    
    
    £000
    
    
    £000
    
    
    £000Profit or loss
    
    
    (570
    )
    
    
    (2
    )
    
    
    (1
    )
    
    
    (1
    )Other equity
    
    
    674
    
    
    
    930
    
    
    
    55
    
    
    
    30104
    
    
    
    928
    
    
    
    54
    
    
    
    29
  F-47




---



##### Table of Contents



Forward foreign exchange contracts
   Average Exchange Rate
    
    
    Foreign Currency
    
    
    Contract value
    
    
    Fair value2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007000s
    
    
    000s
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000FCCBuy Australian dollarLess than 3 months
    
    
    
    
    
    
    2.4560
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    407
    
    
    
    
    
    
    
    412Sell US dollarLess than 3 months
    
    
    2.0467
    
    
    
    1.8730
    
    
    
    4,000
    
    
    
    8,000
    
    
    
    (1,954
    )
    
    
    (4,271
    )
    
    
    (2,025
    )
    
    
    (4,169
    )3 to 6 months
    
    
    2.0399
    
    
    
    1.8730
    
    
    
    5,000
    
    
    
    600
    
    
    
    (2,451
    )
    
    
    (320
    )
    
    
    (2,550
    )
    
    
    (313
    )6 to 9 months
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9 to 12 months
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,405
    )
    
    
    (4,184
    )
    
    
    (4,575
    )
    
    
    (4,070
    )
  Interest rate risk management
  Credit risk management
    Liquidity risk management
   F-48




---



##### Table of Contents



Liquidity and interest risk tables
  Weighted averageeffective interest
    
    
    Less than
    
    
    1 to 3
    
    
    3 monthsrate
    
    
    1 month
    
    
    months
    
    
    to 1 year
    
    
    1 to 5 years
    
    
    5 + years
    
    
    Total%
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £0002008Non interest bearing
    
    
    
    
    
    
    4,554
    
    
    
    8,201
    
    
    
    6,825
    
    
    
    8,670
    
    
    
    
    
    
    
    28,250Finance lease liability
    
    
    8.50
    
    
    
    95
    
    
    
    189
    
    
    
    852
    
    
    
    1,897
    
    
    
    
    
    
    
    3,033Variable interest rate
instruments
    
    
    6.25
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8Fixed interest rate
instruments
    
    
    6.13
    
    
    
    44
    
    
    
    67
    
    
    
    69
    
    
    
    2,390
    
    
    
    
    
    
    
    2,5704,701
    
    
    
    8,457
    
    
    
    7,746
    
    
    
    12,957
    
    
    
    
    
    
    
    33,8612007Non interest bearing
    
    
    
    
    
    
    3,144
    
    
    
    5,923
    
    
    
    5,243
    
    
    
    9,344
    
    
    
    1,500
    
    
    
    25,154Finance lease liability
    
    
    8.06
    
    
    
    116
    
    
    
    232
    
    
    
    1,044
    
    
    
    3,084
    
    
    
    
    
    
    
    4,476Variable interest rate
instruments
    
    
    6.50
    
    
    
    
    
    
    
    6
    
    
    
    29
    
    
    
    11
    
    
    
    
    
    
    
    46Fixed interest rate
instruments
    
    
    5.98
    
    
    
    
    
    
    
    67
    
    
    
    78
    
    
    
    2,528
    
    
    
    
    
    
    
    2,6733,260
    
    
    
    6,228
    
    
    
    6,394
    
    
    
    14,967
    
    
    
    1,500
    
    
    
    32,349
  Less than
    
    
    1 to 3
    
    
    3 months
    
    
    1 to 51 month
    
    
    months
    
    
    to 1 year
    
    
    years
    
    
    5 + years
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £0002008Gross settled:Foreign exchange forward contracts
    
    
    
    
    
    
    1,955
    
    
    
    2,451
    
    
    
    
    
    
    
    
    
    
    
    4,4062007Gross settled:Foreign exchange forward contracts
    
    
    661
    
    
    
    3,203
    
    
    
    320
    
    
    
    
    
    
    
    
    
    
    
    4,184
 28 Capital and Other Financial Commitments
 2008
    
    
    2007£000
    
    
    £000Contracts placed for future capital expenditure not
provided in the financial statements
    
    
    126
    
    
    
    581
 F-49




---



##### Table of Contents



29 Acquisition of business operations
 ®
   FairBook
    
    
    value
    
    
    Fairvalue
    
    
    adjustment
    
    
    value£000
    
    
    £000
    
    
    £000Non-current assets:Intangible assets
    
    
    157
    
    
    
    12,051
    
    
    
    12,208Property, plant & equipment
    
    
    623
    
    
    
    
    
    
    
    623Current assets
    
    
    432
    
    
    
    
    
    
    
    432Current liabilities (1)
    
    
    (1,680
    )
    
    
    178
    
    
    
    (1,502
    )Non-current liabilities
    
    
    (241
    )
    
    
    194
    
    
    
    (47
    )Total assets acquired
    
    
    (709
    )
    
    
    12,423
    
    
    
    11,714Goodwill
    
    
    
    
    
    
    1,676
    
    
    
    1,676Total consideration
    
    
    (709
    )
    
    
    14,099
    
    
    
    13,390Settled by equity (issued at market value on date of acquisition)
    
    
    
    
    
    
    
    
    
    
    (11,602
    )Deferred consideration, to be paid in equity
    
    
    
    
    
    
    
    
    
    
    (1,289
    )Cash paid
    
    
    
    
    
    
    
    
    
    
    499Cash and cash equivalents included in undertaking acquired
    
    
    
    
    
    
    
    
    
    
    (125
    )Net cash consideration
    
    
    
    
    
    
    
    
    
    
    374
 (1)
    
    Includes £509,000 advanced to MacroMed Inc. by the Company prior to its acquisition.    F-50




---



##### Table of Contents



30 Share-Based Payments
        F-51




---



##### Table of Contents



Awards under ESOP and unapproved share option plan
 20 Jun
    
    
    24 Jun
    
    
    1 Mar
    
    
    1 Mar
    
    
    27 Sep
    
    
    7 SepGrant date
    
    2003
    
    
    2003
    
    
    2004
    
    
    2004
    
    
    2004
    
    
    2005Share price at grant date (p)
    
    
    23.25
    
    
    
    23.00
    
    
    
    58.50
    
    
    
    58.50
    
    
    
    49.50
    
    
    
    60.50Exercise price (p)
    
    
    23.25
    
    
    
    23.00
    
    
    
    58.50
    
    
    
    58.50
    
    
    
    49.50
    
    
    
    60.50Number of employees
    
    
    10
    
    
    
    2
    
    
    
    15
    
    
    
    1
    
    
    
    3
    
    
    
    2Shares under option
    
    
    1,250,000
    
    
    
    30,000
    
    
    
    1,240,000
    
    
    
    325,000
    
    
    
    310,000
    
    
    
    115,000Fair value (p)
    
    
    9.45
    
    
    
    9.45
    
    
    
    25.57
    
    
    
    33.77
    
    
    
    19.31
    
    
    
    19.98Dividends yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting period (years)
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    5
    
    
    
    3
    
    
    
    3Expected volatility
    
    
    46.2
    %
    
    
    46.2
    %
    
    
    47.0
    %
    
    
    47.0
    %
    
    
    45.3
    %
    
    
    38.5
    %Option life (years)
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10Expected life (years)
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Risk free rate
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    4.64
    %
    
    
    4.64
    %
    
    
    4.74
    %
    
    
    4.12
    %Performance criteria
    
    
    (1
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (3
    )
    
    
    (2
    )
    
    
    (4
    )
 21 Dec
    
    
    16 Feb
    
    
    12 Jun
    
    
    11 July
    
    
    15 Dec
    
    
    5 JanGrant date
    
    2005
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2007Share price at grant date (p)
    
    
    78.50
    
    
    
    93.50
    
    
    
    85.00
    
    
    
    78.50
    
    
    
    73.75
    
    
    
    72.25Exercise price (p)
    
    
    78.50
    
    
    
    93.50
    
    
    
    85.00
    
    
    
    78.50
    
    
    
    73.75
    
    
    
    72.25Number of employees
    
    
    5
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    35Shares under option
    
    
    85,000
    
    
    
    25,401
    
    
    
    10,000
    
    
    
    50,000
    
    
    
    50,000
    
    
    
    740,000Fair value (p)
    
    
    31.38
    
    
    
    45.41
    
    
    
    31.54
    
    
    
    31.50
    
    
    
    31.76
    
    
    
    35.85Dividends yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting period (years)
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3Expected volatility
    
    
    41.0
    %
    
    
    41.2
    %
    
    
    41.2
    %
    
    
    41.2
    %
    
    
    41.5
    %
    
    
    41.6
    %Option life (years)
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10Expected life (years)
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Risk free rate
    
    
    4.68
    %
    
    
    4.68
    %
    
    
    4.59
    %
    
    
    4.68
    %
    
    
    4.63
    %
    
    
    4.68
    %Performance criteria
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    None
    
    None
    
    
    (4
    )
 F-52




---



##### Table of Contents



LTIP awards
 28 Feb
    
    
    19 July
    
    
    21 Dec
    
    
    12 Jun
    
    
    1 Aug
    
    
    22 Aug
    
    
    15 DecGrant date
    
    2005
    
    
    2005
    
    
    2005
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006Share price at grant date (p)
    
    
    54.75
    
    
    
    57.00
    
    
    
    78.50
    
    
    
    85.00
    
    
    
    80.00
    
    
    
    79.25
    
    
    
    73.75Exercise price (p)
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00Number of employees
    
    
    22
    
    
    
    2
    
    
    
    16
    
    
    
    34
    
    
    
    1
    
    
    
    1
    
    
    
    16Shares under option
    
    
    741,669
    
    
    
    113,785
    
    
    
    775,887
    
    
    
    953,820
    
    
    
    9,284
    
    
    
    6,383
    
    
    
    970,615Fair value (p)
    
    
    33.71
    
    
    
    38.22
    
    
    
    60.86
    
    
    
    52.89
    
    
    
    53.94
    
    
    
    52.66
    
    
    
    55.65Dividends yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting period (years)
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3Expected volatility
    
    
    41.8
    %
    
    
    39.0
    %
    
    
    41.0
    %
    
    
    41.2
    %
    
    
    40.9
    %
    
    
    40.9
    %
    
    
    41.5
    %Option life (years)
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10Expected life (years)
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Risk free rate
    
    
    4.68
    %
    
    
    4.18
    %
    
    
    4.68
    %
    
    
    4.59
    %
    
    
    4.68
    %
    
    
    4.68
    %
    
    
    4.63
    %Performance criteria
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
 11 Jun
    
    
    17 July
    
    
    31 July
    
    
    10 Aug
    
    
    28 Sep
    
    
    23 Nov
    
    
    3 DecGrant date
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007Share price at grant date (p)
    
    
    58.75
    
    
    
    58.75
    
    
    
    47.75
    
    
    
    52.00
    
    
    
    49.00
    
    
    
    53.75
    
    
    
    54.75Exercise price (p)
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00
    
    
    
    2.00Number of employees
    
    
    43
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    23
    
    
    
    1Shares under option
    
    
    1,620,901
    
    
    
    8,510
    
    
    
    19,633
    
    
    
    423,076
    
    
    
    17,346
    
    
    
    1,594,962
    
    
    
    13,302Fair value (p)
    
    
    57.24
    
    
    
    36.22
    
    
    
    25.76
    
    
    
    30.38
    
    
    
    29.31
    
    
    
    37.32
    
    
    
    38.37Dividends yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting period (years)
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3Expected volatility
    
    
    42.2
    %
    
    
    42.5
    %
    
    
    42.5
    %
    
    
    42.5
    %
    
    
    42.1
    %
    
    
    41.4
    %
    
    
    41.0
    %Option life (years)
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10Expected life (years)
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Risk free rate
    
    
    5.56
    %
    
    
    5.65
    %
    
    
    5.35
    %
    
    
    5.35
    %
    
    
    5.04
    %
    
    
    5.18
    %
    
    
    5.18
    %Performance criteria
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
 F-53




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##### Table of Contents



Other awards
 11 Jan
    
    
    11 Jan
    
    
    12 Jan
    
    
    12 Jan
    
    
    19 Dec
    
    
    19 Dec2006
    
    
    2006
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007Share-
    
    
    Share-
    
    
    Share-
    
    
    Share-
    
    
    Share-
    
    
    Share-Grant date
    
    save
    
    
    save
    
    
    save
    
    
    save
    
    
    save
    
    
    saveShare price at grant date (p)
    
    
    86.00
    
    
    
    86.00
    
    
    
    75.50
    
    
    
    75.50
    
    
    
    50.25
    
    
    
    50.25Exercise price (p)
    
    
    65.00
    
    
    
    65.00
    
    
    
    58.00
    
    
    
    58.00
    
    
    
    43.00
    
    
    
    43.00Number of employees
    
    
    38
    
    
    
    35
    
    
    
    14
    
    
    
    9
    
    
    
    29
    
    
    
    16Shares under option
    
    
    270,118
    
    
    
    401,738
    
    
    
    68,424
    
    
    
    115,749
    
    
    
    285,759
    
    
    
    379,746Fair value (p)
    
    
    37.20
    
    
    
    44.09
    
    
    
    32.59
    
    
    
    39.81
    
    
    
    21.26
    
    
    
    25.43Dividends yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting period (years)
    
    
    3
    
    
    
    5
    
    
    
    3
    
    
    
    5
    
    
    
    3
    
    
    
    5Expected volatility
    
    
    41.2
    %
    
    
    40.9
    %
    
    
    39.6
    %
    
    
    41.8
    %
    
    
    42.5
    %
    
    
    40.5
    %Option life (years)
    
    
    3.5
    
    
    
    5.5
    
    
    
    3.5
    
    
    
    5.5
    
    
    
    3.5
    
    
    
    5.5Expected life (years)
    
    
    3.0
    
    
    
    5.0
    
    
    
    3.0
    
    
    
    5.0
    
    
    
    3.0
    
    
    
    5.0Risk free rate
    
    
    4.10
    %
    
    
    4.10
    %
    
    
    5.18
    %
    
    
    5.04
    %
    
    
    4.52
    %
    
    
    4.61
    %Performance criteria
    
    None
    
    None
    
    None
    
    None
    
    None
    
    None
 Grant date
    
    12 Jun 2006Deferred Bonus
    
    
    11 Jun 2007Deferred Bonus
    
    
    12 Jun 2006Individual
    
    
    12 Jun 2006IndividualShare price at grant date (p)
    
    
    85.00
    
    
    
    58.75
    
    
    
    85.00
    
    
    
    85.00Exercise price (p)
    
    
    2.00
    
    
    
    2.00
    
    
    
    85.00
    
    
    
    85.00Number of employees
    
    
    8
    
    
    
    7
    
    
    
    (5
    )
    
    
    (5
    )Shares under option
    
    
    109,806
    
    
    
    184,317
    
    
    
    40,000
    
    
    
    40,000Fair value (p)
    
    
    83.18
    
    
    
    57.24
    
    
    
    26.16
    
    
    
    28.8Dividends yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting period (years)
    
    
    2
    
    
    
    2
    
    
    
    1.5
    
    
    
    2.0Expected volatility
    
    
    42.7
    %
    
    
    42.2
    %
    
    
    42.7
    %
    
    
    42.7
    %Option life (years)
    
    
    10.0
    
    
    
    10.0
    
    
    
    2.5
    
    
    
    3.0Expected life (years)
    
    
    5.0
    
    
    
    5.0
    
    
    
    2.5
    
    
    
    3.0Risk free rate
    
    
    4.59
    %
    
    
    5.56
    %
    
    
    4.59
    %
    
    
    4.59
    %Performance criteria
    
    None
    
    None
    
    None
    
    None
 (1)
    
    To vest, the Companys share price is required to outperform the average price of
shares in the FTSE All Share Pharmaceutical and Biotech Index in any three year period
commencing on or after the date of grant of the option.(2)
    
    Company performance will be measured once only after three years from the date of
grant of the option. If the Total Shareholder Return of the Company reaches the median of
the FTSE All Share Pharmaceutical and Biotech Index, one third of the shares under option
become exercisable, rising on a sliding scale such that all the shares under option become
exercisable if the Companys performance is at or above the upper quartile. The
Remuneration Committee must also be satisfied that there has been an improvement in the
Companys underlying financial performance over the period.(3)
    
    As (2) except that company performance measured after five years.(4)
    
    Provided the Remuneration Committee is satisfied that the Company has achieved sound
underlying performance, awards will vest based on the Companys Total Shareholder Return
(TSR). Company performance will be measured after three years from grant by measuring the
TSR of the Company against a comparator group consisting of the primary listed components
of the FTSE All Share Pharmaceutical and Biotech Index but excluding those companies in
the FTSE 100 (currently AstraZeneca PLC, GlaxoSmithKline PLC and Shire plc). TSR will
normally be averaged across a period of three months before the date of the reward and
three months before the date on which the performance period ends, although the Committee
may determine that a different averaging period is appropriate and properly reflective of
management performance but in any event this will not be more than six months or less than
one month. No award will vest if the Companys TSR is below the median of the comparator
group, 30% will vest if the Companys TSR is at the median position, 80% if the Companys
TSR is at the upper quartile and 100% if at the upper decile. Awards will vest on a
sliding scale between each step.
 F-54




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##### Table of Contents



(5)
    
    Granted to non-employee.
   2008
    
    
    
    
    
    
    2007Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    Averageoption
    
    
    
    
    
    
    optionprice
    
    
    
    
    
    
    priceNumber
    
    
    pence
    
    
    Number
    
    
    penceOutstanding at 1 April
    
    
    13,112,217
    
    
    
    36.17
    
    
    
    10,912,449
    
    
    
    57.53Granted
    
    
    4,597,552
    
    
    
    8.55
    
    
    
    3,164,081
    
    
    
    26.39Exercised
    
    
    (238,751
    )
    
    
    22.49
    
    
    
    (231,321
    )
    
    
    42.63Cancelled or expired
    
    
    (1,668,024
    )
    
    
    38.74
    
    
    
    (732,992
    )
    
    
    309.93Outstanding at 31 March
    
    
    15,802,994
    
    
    
    28.07
    
    
    
    13,112,217
    
    
    
    36.17Exercisable at 31 March
    
    
    6,846,853
    
    
    
    41.93
    
    
    
    6,994,677
    
    
    
    43.54
 2008
    
    2007Weighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    Weighted average
    
    average
    
    
    
    
    
    Weighted averageRange of
    
    option
    
    Number
    
    remaining life
    
    option
    
    
    
    
    
    remaining lifeexercise
    
    price
    
    of
    
    Expected
    
    Contractual
    
    price
    
    Number of
    
    Expected
    
    Contractualprices
    
    pence
    
    shares
    
    years
    
    years
    
    pence
    
    shares
    
    years
    
    yearsBelow 20p
    
    
    2.0
    
    
    
    6,579,008
    
    
    
    3.9
    
    
    
    9.0
    
    
    
    2.0
    
    
    
    3,625,088
    
    
    
    4.0
    
    
    
    9.020p  40p
    
    
    34.7
    
    
    
    4,428,798
    
    
    
    0.1
    
    
    
    3.6
    
    
    
    34.9
    
    
    
    4,593,929
    
    
    
    0.3
    
    
    
    4.640p  60p
    
    
    48.8
    
    
    
    3,411,855
    
    
    
    1.0
    
    
    
    4.1
    
    
    
    50.2
    
    
    
    3,053,833
    
    
    
    0.9
    
    
    
    5.060p  80p
    
    
    69.9
    
    
    
    1,182,364
    
    
    
    3.0
    
    
    
    6.9
    
    
    
    68.9
    
    
    
    1,557,878
    
    
    
    3.9
    
    
    
    7.080p  100p
    
    
    85.0
    
    
    
    84,669
    
    
    
    2.0
    
    
    
    2.3
    
    
    
    86.9
    
    
    
    115,401
    
    
    
    3.3
    
    
    
    4.8Above 100p
    
    
    175.0
    
    
    
    116,300
    
    
    
    
    
    
    
    0.3
    
    
    
    216.8
    
    
    
    166,088
    
    
    
    
    
    
    
    1.2
  31 Retirement Benefit Schemes
   F-55




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##### Table of Contents



32 Notes to the Consolidated Cash Flow Statements
  2008
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000Loss for the year
    
    
    (16,742
    )
    
    
    (3,357
    )
    
    
    (9,488
    )Tax
    
    
    (509
    )
    
    
    (259
    )
    
    
    (75
    )Finance costs
    
    
    415
    
    
    
    417
    
    
    
    431Finance income
    
    
    (2,382
    )
    
    
    (1,155
    )
    
    
    (401
    )Operating loss
    
    
    (19,218
    )
    
    
    (4,354
    )
    
    
    (9,533
    )Adjustments for:Change in fair value of derivatives
    
    
    284
    
    
    
    (250
    )
    
    
    531Deferred grant income
    
    
    (104
    )
    
    
    (111
    )
    
    
    (78
    )Share-based payment costs
    
    
    1,240
    
    
    
    703
    
    
    
    311Depreciation of property, plant and equipment
    
    
    2,076
    
    
    
    1,373
    
    
    
    1,391Amortisation of intangible fixed assets
    
    
    498
    
    
    
    135
    
    
    
    114Loss on disposal of property, plant and equipment
    
    
    134
    
    
    
    634
    
    
    
    108Operating cash flows before movements in working capital
    
    
    (15,090
    )
    
    
    (1,870
    )
    
    
    (7,156
    )Decrease in inventories
    
    
    686
    
    
    
    131
    
    
    
    1,903Decrease / (increase) in receivables
    
    
    11,054
    
    
    
    (10,575
    )
    
    
    (1,135
    )Increase / (decrease) in payables
    
    
    3,224
    
    
    
    (3,737
    )
    
    
    18,997Net cash (outflow) / inflow from operating activities
    
    
    (126
    )
    
    
    (16,051
    )
    
    
    12,609
    33 Related Party Transactions
   F-56