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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
 - OR 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the fiscal year ended March 31, 2007
 - OR 
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the transition period from  to
 - OR 
 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
 Commission File Number: 000-51463
 PROTHERICS PLC
  Not Applicable
 England and Wales
 The Heath Business & Technical Park, Runcorn, Cheshire, WA7 4QX England
  
  Title of Each Class
    
    Name of Each Exchange On Which RegisteredOrdinary Shares of 2 Pence Each
    
    The NASDAQ Stock Market, LLCAmerican Depositary Shares, as evidencedby American Depositary Receipts, eachrepresenting ten (10) Ordinary Shares
 None
 None
 
 339,128,755 ordinary shares of 2p each as of March 31, 2007
  o þ
 o þ
  þ o
  o þ o
  þ o
 o þ




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##### 



TABLE OF CONTENTS
 PageCAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
    
    
    1GLOSSARY OF SCIENTIFIC AND TECHNICAL TERMS
    
    
    1PART I
    
    
    5ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    5ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    5ITEM 3. KEY INFORMATION
    
    
    5ITEM 4. INFORMATION ON THE COMPANY
    
    
    14ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    40ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    40ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    53ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    68ITEM 8. FINANCIAL INFORMATION
    
    
    69ITEM 9. LISTING
    
    
    69ITEM 10. ADDITIONAL INFORMATION
    
    
    70ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    84ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    86PART II
    
    
    87ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    87ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    87ITEM 15T. CONTROLS AND PROCEDURES
    
    
    87ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    88ITEM 16B. CODE OF ETHICS
    
    
    88ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    88ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    89ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    
    89PART III
    
    
    90ITEM 17. FINANCIAL STATEMENTS
    
    
    90ITEM 18. FINANCIAL STATEMENTS
    
    
    90ITEM
19. EXHIBITS
    
    
    90Ex-1.1 Articles of Association of Protherics PLCEx-4.11 Agreement & Plan of Merger and Reorganization dated 12-7-2006Ex-4.12 Amendment No. 1 to the Agreement and Plan of Merger dated 1-3-07Ex-4.13 Exclusive License Agreement, dated 12-15-2004Ex-4.14 Restated License and Supply Agreement, dated 6-20-06Ex-4.15 collaboration Agreement, dated 12-6-2006Ex-4.16 License Agreement, dated 12-7-2006Ex-4.31 Employment Agreement dated June 8, 2007Ex-4.32 Letter of AppointmentEx-4.33 Consultancy AgreementEx-4.37 Letter of AppointmentEx-8.1 List of SubsidiariesEx-12.1 Section 302 Certification of the CEOEx-12.2 Section 302 Certification of the CFOEx-13 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 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 activitygood 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 authorisation.high 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 Applicationmetalloorganic
    
    a carbon containing synthetic chemical compound that contains a
metal group as part of its intrinsic biochemical actionMHRA
    
    Medicines and Healthcare Products Regulatory Agencymonoclonal antibody
    
    an antibody directed to a single epitope on the target moleculemonospecific antivenins
    
    antisera prepared to the venom of a single species of snakeMRP
    
    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 application
 2




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named 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 InstituteNICE
    
    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 3.phase 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 moleculepost-mortem tests
    
    testing of animals after death (e.g., from samples taken in the
slaughterhouse)pre-clinical development
    
    the research and development stage immediately prior to clinical
trials, which usually lasts 12-18 monthspre-eclampsia
    
    a serious complication in pregnancy involving hypertension in
association with elevated protein in the urine, which can lead to
seizures and maternal and/or fetal 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 drug
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purification 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 central nervous
systems of sheep and goatssepsis
    
    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 31,2007
    
    2006
    
    2005£000
    
    £000
    
    £000Consolidated Income Statement Information:Revenue
    
    
    31,119
    
    
    
    17,709
    
    
    
    18,839Operating (loss)
    
    
    (4,354
    )
    
    
    (9,533
    )
    
    
    (1,658
    )Net (loss)
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )Net (loss) per ordinary share (basic and fully diluted)
    
    
    (1.2p
    )
    
    
    (3.8p
    )
    
    
    (0.8p
    )Consolidated Balance Sheet Data:Total assets (fixed assets plus current assets)
    
    
    107,265
    
    
    
    60,136
    
    
    
    41,352Net assets
    
    
    76,471
    
    
    
    26,352
    
    
    
    25,969Long-term obligations
    
    
    15,390
    
    
    
    16,988
    
    
    
    5,896Shareholders funds
    
    
    76,471
    
    
    
    26,352
    
    
    
    25,969Number of equity shares outstanding (in thousands of shares)
    
    
    339,129
    
    
    
    259,287
    
    
    
    242,204
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U.S. GAAP Financial Record
  Year Ended March 31,2007
    
    2006
    
    2005
    
    2004
    
    2003£000
    
    £000
    
    £000
    
    £000
    
    £000(in thousands of pounds, except share and per share data)Consolidated Income Statement Information:Revenue
    
    
    33,834
    
    
    
    13,970
    
    
    
    13,119
    
    
    
    16,913
    
    
    
    12,515(Loss) from operations
    
    
    (20,598
    )
    
    
    (12,586
    )
    
    
    (7,269
    )
    
    
    (10,875
    )
    
    
    (1,255
    )Net (loss)
    
    
    (20,339
    )
    
    
    (12,511
    )
    
    
    (7,392
    )
    
    
    (10,855
    )
    
    
    (889
    )Net (loss) per ordinary share (basic and diluted)
    
    
    (7.1p
    )
    
    
    (5.1p
    )
    
    
    (3.3p
    )
    
    
    (5.3p
    )
    
    
    (0.5p
    )Net (loss) per ADS(1) (basic and diluted)
    
    
    (71.3p
    )
    
    
    (50.7p
    )
    
    
    (33.0p
    )
    
    
    (52.6p
    )
    
    
    (4.7p
    )Consolidated Balance Sheet Data:Total assets
    
    
    80,456
    
    
    
    53,750
    
    
    
    34,772
    
    
    
    27,430
    
    
    
    20,198Long-term obligations
    
    
    15,431
    
    
    
    17,146
    
    
    
    5,896
    
    
    
    9,449
    
    
    
    717Shareholders funds (net assets)
    
    
    37,776
    
    
    
    5,454
    
    
    
    8,591
    
    
    
    2,877
    
    
    
    9,817
 
 (1)
    
    Each ADS represents ten ordinary shares.  Revenue Recognition when Right of Return Exists ®
 Share Based Payment
 
    
    new awards or awards modified, repurchased or cancelled since April 1, 2006 and
representing the fair value of the option granted, based on an expected exercise date,
recognized over the vesting period.
    
    awards prior to April 1, 2006 for which the requisite service had not been rendered
at that date, for those services received post April 1, 2006.
 Accounting
for Stock Issued to Employees.
 6




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Year Ended March 31,2007
    
    2006
    
    2005£000
    
    £000
    
    £000Net (loss) under IFRS
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )U.S. GAAP reconciling adjustments:Revenue recognition
    
    
    1,938
    
    
    
    (3,117
    )
    
    
    (4,593
    )Stock compensation plans
    
    
    (145
    )
    
    
    292
    
    
    
    (352
    )Derivative instruments and hedging activities
    
    
    
    
    
    
    
    
    
    
    (626
    )6% unsecured convertible loan notes
    
    
    27
    
    
    
    28
    
    
    
    In-process research and development  MacroMed
    
    
    (12,206
    )
    
    
    
    
    
    
    In-process research and development  Other
    
    
    (6,594
    )
    
    
    
    
    
    
    Other
    
    
    (2
    )
    
    
    (226
    )
    
    
    (40
    )Net (loss) under U.S. GAAP
    
    
    (20,339
    )
    
    
    (12,511
    )
    
    
    (7,392
    )
 7




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Currencies And Exchange Rates
   2007 Month Ended
    
    High
    
    LowFebruary 28
    
    $
    1.9699
    
    
    $
    1.9443March 31
    
    
    1.9694
    
    
    
    1.9235April 30
    
    
    2.0061
    
    
    
    1.9608May 31
    
    
    1.9993
    
    
    
    1.9695June 30
    
    
    2.0063
    
    
    
    1.9657July 31
    
    
    2.0626
    
    
    
    2.0114
 Year ended March 31,
    
    Average2003
    
    $
    1.55412004
    
    
    1.69262005
    
    
    1.84592006
    
    
    1.78632007
    
    
    1.8932
 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.
 ® ® ® ® ® ®
  8




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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.
    9




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Products in the Companys development pipeline may fail to generate sufficient revenues to fund
operations.
   
    
    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.
 ®
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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.
  
    
    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.
  ® ®
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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.
  13




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Third-party reimbursement and health care cost containment initiatives may constrain the Companys
future revenues.
  
    
    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
   ®
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Business Overview
    ®
 ®
 ® ®
  15




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Recent Developments
 ®
  Operations
 ®
 Corporate Partnerships, Collaborations and Joint Ventures
  16




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Products
  Distribution Partner
    
    Next SignificantProduct
    
    Principal uses
    
    Status
    
    / Licensee
    
    Milestone(1)Products Commercially AvailableCroFab®
    
    Minimal to moderate
    
    Launched (U.S.)
    
    Altana (U.S.)
    
    (Crotalidae
Polyvalent Immune Fab
(Ovine))
    
    Crotalid
(rattlesnake)
envenomation
    
    Sold on named
patient basis
within E.U.
    
    Swedish Orphan
(Scandinavia and
Baltic countries)DigiFab®
(Digoxin Immune Fab
(Ovine))
    
    Treatment of
life-threatening
digoxin toxicity or
overdose
    
    Launched (U.S.) 
U.K. marketing
authorization
application
submitted August
2004
    
    Altana (U.S.) 
Beacon
Pharmaceuticals
(Europe excluding
Scandinavia and
Germany). 
Mayne Pharma
(Australia/SE Asia)
    
    U.K. marketing
approval
pending(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 E.U. and
supplied on
compassionate use
basis, under a
Treatment Protocol,
in the U.S.
    
    IDIS (European
named patient
sales) 
AAIPharma Inc.
(U.S. compassionate
use distribution)
    
    Regulatory
re-submission to the
FDA planned on a
rolling basis starting
2008 and, should
Priority Review be
granted, approval
could be received
towards the end of
2009.(3)ViperaTAb
    
    Vipera berus
(common adder
snake) envenomation
Northern Europe
    
    Sold on a named
patient basis
    
    Swedish Orphan
(Scandinavia and
Baltic countries)
    
    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
    
    Products in DevelopmentCytoFab®
    
    Treatment of
severe sepsis
    
    Process scale-up to
provide product for
phase 2 and 3
studies now
completed.
    
    AstraZeneca
    
    Partner to commence
phase 2 program
estimated to
commence 2007.Prolarix (formerly 
NQO2)
    
    Cancer therapy
    
    Phase 1 study being
sponsored by Cancer
Research UK (CRUK)
ongoing in the U.K.
    
    
    
    Phase 1 trial
results expected
2008
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Distribution Partner
    
    Next SignificantProduct
    
    Principal uses
    
    Status
    
    / Licensee
    
    Milestone(1)Angiotensin Therapeutic 
Vaccine (ATV)
    
    Hypertension
    
    Manufacture of
adjuvant and
formulation
development for
vaccine for phase
2a clinical study
ongoing
    
    
    
    Phase 2a clinical
trial to commence
in 2008.Digoxin Immune Fab
    
    Pre-eclampsia
    
    Phase 2b study in
severe
pre-eclampsia is
ongoing in the U.S.
    
    Licensed from
Glenveigh
Pharmaceuticals LLC
    
    Phase 2b study
results expected in
2008.OncoGel®
    
    Esophageal and
primary brain
cancers
    
    Phase 2a study in
esophageal cancer
completed. 
Phase 1/2 study in
brain cancer
commenced in the
U.S.
    
    Diatos S.A. has
exclusive rights
outside North
America, excluding
Korea.
    
    Phase 2b study in
esophageal cancer
is planned to
commence in 2007.

Results of phase
1/2 brain cancer
study expected in
2008.Acadesine
    
    B-cell chronic
lymphocytic
leukemia (B-CLL)
    
    Non-clinical safety
testing and
manufacture ongoing
to support phase
1/2 study.
    
    Co-development with
Advancell
    
    Clinical proof of
concept phase 1/2
study in B-CLL
patients to begin
in H2 2007.
 
 (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 ® ® ®
 ®
 DigiFab ® ® ®
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® ® ®
 ViperaTAb (Vipera berus) 
 Voraxaze ® 2 ® ®
 ®
 ® ®
 ® ®
 ® ® ®
 ®
 ®
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®
 ®
 ® ® ®
 Enfer TSE Assay (BSE Diagnostic Test)
 Products in Development or Research
 CytoFab ® ® ® ®
 ®
 ® ®
 20




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##### Table of Contents



®
 Prolarix TM TM
 TM
   Angiotensin Therapeutic Vaccine (ATV)
 21




---



##### Table of Contents



OncoGel ® ®
  ® ® ®
 ® ®
 ® ®
 22




---



##### Table of Contents



Acadesine
 ® ® ® ® ®
  Digoxin Immune Fabs (pre-eclampsia indication). ® ®
  ®
 23




---



##### Table of Contents



Principal Markets
 ®
 2007
    
    2006
    
    2005£000
    
    £000
    
    £000United Kingdom
    
    
    1,983
    
    
    
    1,202
    
    
    
    622Rest of Europe
    
    
    277
    
    
    
    554
    
    
    
    932North America
    
    
    28,809
    
    
    
    15,893
    
    
    
    17,229Rest of the World
    
    
    50
    
    
    
    60
    
    
    
    5631,119
    
    
    
    17,709
    
    
    
    18,839
 Competition
   Seasonality
 ® ®
 Sources and Availability of Supplies, Consumables and Raw Materials
 ® ® ® ®
 Intellectual Property, Patents and Trademarks
  24




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##### Table of Contents




    
    Voraxaze®  The Company has filed patent applications around certain
researched and previously unpublished aspects of Voraxaze®, with the first
filing in February 2004, a PCT filing in February 2005, and a further PCT filing in
August 2005. The February 2005 PCT filing is the basis for pending patent applications
in Australia, Brazil, Canada, China, EPO, Israel, India, Japan, Korea, Mexico, New
Zealand, Singapore, USA and South Africa.
    
    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 and EPO (the
parent application) patents have now been granted. A divisional patent application is
pending in the EPO.
    
    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 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. The Company has applied for a U.S. patent for the antivenins, the prosecution of
which is undergoing appeal.
    
    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.
 25




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##### Table of Contents




    
    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 Europe, 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 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 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 in-licensed 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.
    
    Acadesine  In December 2006, the Company entered into a license to use patent
applications associated with Acadesine. 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.
  Third Party Patent Rights
 a ® a ® ® a
 a a a
 26




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##### Table of Contents



a a ®
 a a a a a a a
 ® ®
 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.; and
    
    ReGel® in the U.S.In addition, applications to register the following active trademarks are currently pending:
 27




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##### Table of Contents




    
    Prolarix in the U.S., Europe and Japan.
 GOVERNMENT REGULATION
 General
    
    
    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
Agency, as well as(b)
    
    the position of the national regulatory authorities.
 
 28




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##### Table of Contents



Price Regulation
   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 to the FDA; and
 29




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##### Table of Contents



(e)
    
    FDA approval of the new drug 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. Such standards have been
developed by the FDA and by the United States National Committee for Clinical
Laboratory Standards. Violation of these regulations can lead to invalidation of the
relevant studies.
  Clinical Testing
      Approval Procedures and Criteria 
 
    
    proof of safety and efficacy;
 30




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##### Table of Contents




    
    demonstration of adequate controls in the manufacturing process; and
    
    conformity with requirements for labeling. Efficacy must usually be demonstrated by
two well-controlled clinical trials carried out in accordance with FDA regulations.
  
    
    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.
   Orphan Drug Status ® ®
 Fast Track Designation and Priority Review
 Accelerated Approval
 31




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##### Table of Contents



Acceptance of Foreign Clinical Data
 Non-Patent Market Exclusivity
  Post Approval
 Manufacturing Controls
 Advertising and Promotion
 Noncompliance
 Product Liability
 32




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##### Table of Contents



Medicare and Medicaid
  (a)
    
    the Omnibus Budget Reconciliation Act of 1993, commonly known as Stark II,
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 any type of compensation
arrangement or ownership interest; 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  
 33




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##### Table of Contents



Clinical Research 
 Obtaining a Marketing Authorization  
 Registration Systems  
     34




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##### Table of Contents



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).
    35




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##### Table of Contents



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 
  36




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##### Table of Contents




    
    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.
  Manufacturing 
 
    
    product supplies being interrupted;
    
    recall; or
    
    plant closure pending elimination of defects.
  Wholesaling 
 Pricing 
 37




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##### Table of Contents



Supplementary Protection Certificates 
 Abridged Applications  Market Exclusivity 
   
    
    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 
 38




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##### Table of Contents



Regulation in Other Countries
   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
   39




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##### Table of Contents



ITEM 4A. UNRESOLVED STAFF COMMENTS
  
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  A. Operating Results
 Year Ended March 31, 2007 Compared to Year Ended March 31, 2006.
 ®
 ® ® ®
 ®
 40




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##### Table of Contents



® ®
 ® ®
    ® ®
 ® ®
 ®
 ®
  41




---



##### Table of Contents



®
 ®
   Year Ended March 31, 2006 Compared to Year Ended March 31, 2005.
 ® ®
 ®
 ®
 ® ®
   ®
  42




---



##### Table of Contents



® ® ®
 ® ®
 ®
  ®
    B. Liquidity and Capital Resources
 ® ® ® ®
 43




---



##### Table of Contents



® ®
   ® ® ® ®
  ®
 ®
  44




---



##### Table of Contents



®
 ® ® ® ®
   C. Research and Development, Patents and Licenses, etc.
   45




---



##### Table of Contents



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 years£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Long-Term Debt
    
    
    2,303
    
    
    
    46
    
    
    
    157
    
    
    
    2,100
    
    
    
    Capital Lease Obligations
    
    
    3,337
    
    
    
    1,048
    
    
    
    1,495
    
    
    
    794
    
    
    
    Operating Leases
    
    
    1,077
    
    
    
    549
    
    
    
    379
    
    
    
    149
    
    
    
    Unconditional purchase
obligations
    
    
    581
    
    
    
    581
    
    
    
    
    
    
    
    
    
    
    
    
  Material Differences between IFRS and U.S. GAAP
  
    
    Under U.S. GAAP, specific criteria are required to be met regarding sales made with
the right of replacement. If these criteria are not satisfied, revenue related to
these sales is required to be deferred until that replacement privilege lapses or when
historical data exists in enough sufficiency to estimate returns. Under IFRS, the
Company defers a portion of the initial sale representing the fair value of the second deliverable of the multi-element arrangement
transaction.
 47




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##### Table of Contents




    
    Until March 31, 2006, under U.S. GAAP, as permitted by statement of Financial
Accounting Standard No. 123, Accounting for Stock-based Compensation the Company
applied Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock
Issued to Employees. Under APB 25, compensation expense resulting from awards under
variable plans is measured as the difference between the quoted market price of the
underlying shares at the date when the number of shares of stock are known (the date
the performance conditions are satisfied) and the exercise price; the cost is
recognized over the period the employee performs related services. Since the ultimate
compensation cost is unknown until the performance conditions are satisfied, estimates
of compensation cost are recorded before the measurement date based on the quoted
market price of the underlying stock at period end dates where it is probable that the
performance conditions will be attained.The nature of the conditions attached to the stock option awards mean that management
cannot make a reasonable estimate of the number of shares that will be eventually issued
because the company cannot control the achievement of the conditions. As a consequence,
the compensation expense for the stock awards is recorded only when the target is
achieved based on the difference between the exercise price and the market value on that
date.IFRS mandates, for options granted after November 7, 2002 and unvested as of January 1,
2005, that the Company use a mathematical model on the date of grant to estimate the
fair value when the option vests, with this fair value being recognized over the period
the employee performs related services. Charges are not recognized on options issued
prior to that date unless the exercise price is below the market value of the underlying
share at the date of grant, in which case this difference would be recognized
immediately.This difference in accounting treatments has led to a charge under U.S. GAAP in the
fiscal year ended March 31, 2006 of £292,000 lower than that reported under IFRS for the
same period, whereas the charge reported under U.S. GAAP at March 31, 2005, is £352,000
higher than that reported under IFRS for the same period.On April 1, 2006, the Company adopted Financial Accounting Standard No. 123 revised,
Share Based Payment, using the modified prospective transitional arrangements. The
method of charge recognized under U.S. GAAP is now also based upon recognizing the fair
value of the option over the vesting period. There remains a difference in that IFRS
mandates provision being made for the projected employer taxes that would become payable
upon exercise of the option over the vesting period whereas no such charge is recognized
under U.S. GAAP until exercise. As a result, the U.S. GAAP charge for fiscal year ended
March 31, 2007 is £145,000 greater than that recorded under IFRS.
    
    Financial Accounting Standard No. 133, Accounting for Derivative Instruments and
Hedging Activities (FAS 133), was issued in June 1998. This standard, which was
effective for fiscal years beginning after January 1, 2001, requires all derivatives to
be recognized in the balance sheet as either assets or liabilities and measured at fair
value. The Company has not designated any of its derivative instruments as qualifying
hedge instruments under FAS 133 and, accordingly, the Company records changes in the
fair value of its derivative instruments (gains and losses) in its earnings during the
period of change. Under IFRS, for fiscal years up to March 31, 2005, the Company was
not required to account for these instruments at fair value but was required to adopt
this treatment for the year ended March 31, 2006. The effects of recording the fair
value of the derivative instruments on the balance sheet under U.S. GAAP for fiscal
year ended March 31, 2005, and corresponding effects on earnings for the fiscal years
ended March 31, 2005 is illustrated in the table below.
    
    Under U.S. GAAP, in-process research and development acquired with Enact is
separately identified and a fair market value determined at the date of acquisition.
This cost is
 48




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##### Table of Contents



subsequently expensed in the fiscal year. The remaining goodwill as
determined by U.S. GAAP is not amortized but is subject to annual impairment review.
Under the transitional arrangements within IFRS, the in-process research and
development forms part of the goodwill and was subject to an annual impairment review.
    
    Under both U.S. GAAP and IFRS, the consideration paid for the acquisition of
MacroMed, Inc. is accounted at fair value, however under U.S. GAAP, the fair value of
the Protherics ordinary shares issued is established at the market value a few days
before and after the transaction was announced, whereas under IFRS, the fair value is
assessed on the date the transaction was approved by the shareholders. This leads to a
difference in total consideration between U.S. GAAP and IFRS.Under both U.S. GAAP and IFRS, in-process research and development acquired with
MacroMed, Inc. is separately identified and a fair market value determined at the date
of acquisition. Under U.S. GAAP, this cost is subsequently expensed in the fiscal year.
Under IFRS, this cost is included as an intangible asset but subject to an annual
impairment review. The balance of the fair value of consideration is considered as
goodwill and subject to annual impairment review.As was the case with MacroMed, Inc., under U.S. GAAP the fair value of intangible assets
acquired from Glenveigh Pharmaceuticals LLC, CoVaccine BV and Advance In Vitro Cell
Technologies S.L., all acquired during fiscal 2007, are considered as in-process
research and development and the cost is expensed in the fiscal year. Under IFRS, this
cost is included as an intangible asset but subject to an annual impairment review.
    
    Under U.S. GAAP, the 6% unsecured convertible loan note is considered to be debt
whereas, under IFRS, an equity component is established. This has the effect of
reducing the net assets of the Company and also affects the annual finance charge from
this instrument.
  Year Ended March 31,2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Net (loss) under IFRS
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )U.S. GAAP reconciling adjustments:Revenue recognition
    
    
    1,938
    
    
    
    (3,117
    )
    
    
    (4,593
    )Stock compensation plans
    
    
    (145
    )
    
    
    292
    
    
    
    (352
    )Derivative instruments and hedging activities
    
    
    
    
    
    
    
    
    
    
    (626
    )6% Unsecured convertible loan notes
    
    
    27
    
    
    
    28
    
    
    
    In-process research and development  MacroMed
    
    
    (12,206
    )
    
    
    
    
    
    
    In-process research and development  Other
    
    
    (6,594
    )
    
    
    
    
    
    
    Other
    
    
    (2
    )
    
    
    (226
    )
    
    
    (40
    )Net (loss) under U.S. GAAP
    
    
    (20,339
    )
    
    
    (12,511
    )
    
    
    (7,392
    )
 49




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##### Table of Contents



Year Ended March 31,2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Equity Shareholders funds under IFRS
    
    
    76,471
    
    
    
    26,352
    
    
    
    25,969Adjustments:Revenue recognition
    
    
    (10,010
    )
    
    
    (11,948
    )
    
    
    (8,831
    )Acquisition of Enact
    
    
    (9,199
    )
    
    
    (9,199
    )
    
    
    (9,199
    )Stock compensation plans
    
    
    259
    
    
    
    405
    
    
    
    105Derivative instruments and hedging activities
    
    
    
    
    
    
    
    
    
    
    3956% Unsecured convertible loan notes
    
    
    (101
    )
    
    
    (158
    )
    
    
    Acquisition of MacroMed
    
    
    (13,050
    )
    
    
    
    
    
    
    In-process research and development  other
    
    
    (6,594
    )
    
    
    
    
    
    
    Other miscellaneous differences between IFRS
and U.S. GAAP
    
    
    
    
    
    
    2
    
    
    
    152Equity Shareholders funds under U.S. GAAP
    
    
    37,776
    
    
    
    5,454
    
    
    
    8,591
  Net Operating Loss Carryforwards
  Recently Issued Accounting Pronouncements
 Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20 and FASB Statement
No. 3
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and
132(R)
 50




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##### Table of Contents



Fair
Value measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  an amendment of FASB Statement
No. 115.
 Accounting for Uncertainty in Income
Taxes  an interpretation of FASB Statement
No. 109
 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.
  51




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##### Table of Contents



Revenue
 ® Revenue Recognition When
Right of Return Exists ®
  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, MD, Ph.D(1)
    
    59
    
    Chief Executive Officer and DirectorBarrington Marshall Riley, BA, FCA
    
    58
    
    Finance Director and DirectorJames Campbell Christie, BSc., MBA
    
    49
    
    Operations Director and DirectorSaul Komisar, MBA, BS, CCM
    
    38
    
    President, Protherics Inc. and DirectorNon-Executive DirectorsStuart Michael Wallis, FCA, CTA(1)(2)
    
    61
    
    ChairmanGarry Watts, FCA(1)(2)(3)
    
    50
    
    DirectorJohn Robert Brown, Ph.D, FRSE, MBA(1)(2)(3)
    
    52
    
    DirectorBryan Geoffrey Morton, BSc., MBA(1)(2)(3)
    
    51
    
    DirectorJacques Gonella Ph.D(1)(2)
    
    65
    
    DirectorExecutive OfficersIan Scoular, Ph.D, BSc, DMS
    
    57
    
    Director of Business DevelopmentSally Waterman, Ph.D, BSc., DMS
    
    49
    
    Director of Research & DevelopmentNick Staples, Ph.D, BSc.
    
    37
    
    Director of Corporate Affairs
 
 (1)
    
    Member of Nomination Committee(2)
    
    Member of Remuneration Committee(3)
    
    Member of Audit Committee Executive Directors
 Andrew John Heath, MD, Ph.D,
 53




---



##### Table of Contents



Barrington Marshall Riley, BA, FCA,
 James Campbell Christie, BSc., MBA,
 Saul Komisar, MBA, BS, CCM,
 Non-Executive Directors
 Stuart Michael Wallis, FCA, CTA
 Garry Watts, FCA,
 John Robert Brown, Ph.D, FRSE, MBA,
 Bryan Geoffrey Morton, BSc., MBA,
 54




---



##### Table of Contents



Jaques Gonella, Ph.D,
 Executive Officers
 Ian Scoular, Ph.D, BSc., DMS,
 Sally Waterman, Ph.D, BSc., DMS,
 Nick Staples Ph.D, BSc.,
  Board Practices
  Compliance with NASDAQ Marketplace Rules
  55




---



##### Table of Contents




    
    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 Company, however, believes that the Board of Directors does
satisfy the independence requirements of the Listing Rules of the UK 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 of directors 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. 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 consists of the Companys five
non-executive directors. Four of the five non-executive directors serving on the
Remuneration Committee are considered independent under Nasdaq Rule 4350. Dr.
Gonella, as previously disclosed, is not considered independent under Rule 4350.
As comprised, however, the Remuneration Committee 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,
 56




---



##### Table of Contents



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 and to material amendments of that
scheme to the extent required by the schemes rules. 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.
 Compensation
  
    
    Basic salaries and benefits in kind
    
    Long Term Incentive Plan (the LTIP)
    
    Annual Incentive and Deferred Bonus Plan (the DBP)
    
    Share option plans
    
    Pensions
   
    
    Basic salaries and benefits in kind
   57




---



##### Table of Contents




    
    Long Term Incentive Plan (the LTIP)
  
    
    Annual incentive and Deferred Bonus Plan (the DBP)
  
    
    Share option plans
      
    
    Pensions
   58




---



##### Table of Contents



Executive Directors of Protherics
 Date of
    
    
    
    Notice period due fromDirector
    
    Agreement
    
    Annual salary
    
    the Company
    
    the DirectorA. Heath
    
    November 6, 2001
    
    £235,899
$113,000
    
    12 months
    
    12 monthsB.M. Riley
    
    July 13, 1995
    
    £130,000
    
    12 months
    
    6 monthsJ.C. Christie
    
    September 21, 2000
    
    £175,000
    
    12 months
    
    6 monthsS. Komisar(1)
    
    June 8, 2007
    
    $290,0001
    
    Nil
    (2)
    3 months
 
 (1)
    
    Mr. Komisar was appointed to the board on April 26, 2007. The salary disclosed
represents that earned under his previous employment contract prior to a new agreement being
entered into on June 8, 2007.(2)
    
    The Company may terminate Mr. Komisars contract at any time upon written notice,
which shall specify the date of termination.     Non-executive Directors of Protherics
 59




---



##### Table of Contents



Audit Committee
 Remuneration Committee
 Nomination Committee.
 Employees
  2007
    
    2006
    
    2005U.K.
    
    U.S.
    
    Australia
    
    U.K.
    
    U.S.
    
    Australia
    
    U.K.
    
    U.S.
    
    AustraliaManagement
    
    
    36
    
    
    
    3
    
    
    
    5
    
    
    
    30
    
    
    
    2
    
    
    
    4
    
    
    
    27
    
    
    
    2
    
    
    
    5Administration
    
    
    24
    
    
    
    12
    
    
    
    5
    
    
    
    28
    
    
    
    5
    
    
    
    3
    
    
    
    19
    
    
    
    3
    
    
    
    2Research and
production
    
    
    119
    
    
    
    32
    
    
    
    30
    
    
    
    106
    
    
    
    7
    
    
    
    29
    
    
    
    103
    
    
    
    8
    
    
    
    42Total
    
    
    169
    
    
    
    47
    
    
    
    40
    
    
    
    164
    
    
    
    14
    
    
    
    36
    
    
    
    149
    
    
    
    13
    
    
    
    49
  60




---



##### Table of Contents



Share Ownership
  6% Convertible LoanOrdinary
    
    
    
    
    
    
    NotesName
    
    shares owned
    
    
    Percentage
    
    
    (£)(1)S.M. Wallis
    
    
    566,689
    
    
    
    0.17
    %
    
    
    60,606A.J. Heath
    
    
    389,810
    
    
    
    0.11
    %
    
    
    24,242B.M. Riley
    
    
    33,771
    
    
    
    0.01
    %
    
    
    15,151J.C. Christie
    
    
    31,885
    
    
    
    0.01
    %
    
    
    S. Komisar
    
    
    
    
    
    
    
    
    
    
    G. Watts
    
    
    50,000
    
    
    
    0.01
    %
    
    
    J.R. Brown
    
    
    22,500
    
    
    
    0.01
    %
    
    
    B.G. Morton
    
    
    
    
    
    
    
    
    
    
    J. Gonella(2)
    
    
    8,245,815
    (2)
    
    
    2.43
    %
    
    
    
 
 (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. An additional 916,202 shares,
valued at £678,000 at the date of the MacroMed transaction, will be issued at the expiration of the
18 month holdback period (subject to any claims for indemnification pursuant to the acquisition
agreement). Share Options and Warrants Granted in Protherics PLC
   
    
    2005 Executive Share Option Plan (the ESOP).
  61




---



##### Table of Contents




    
    2005 Long-term Incentive Plan (the LTIP)
   Protherics PLC TSR relative to comparator group
    
    % of total award vestingUpper decile
    
    
    100
    %Upper quartile
    
    
    80
    %Median
    
    
    30
    %Below median
    
    Nil
    62




---



##### Table of Contents




    
    2005 Deferred Bonus Plan (the DBP)
     
    
    Savings-related Share Option Plan
  
    
    Other plans and grants
   63




---



##### Table of Contents



64




---



##### Table of Contents



At April 1,
    
    
    
    
    
    
    
    
    
    Cancelled
    
    At June 30,
    
    ExerciseDate exercisable
    
    2006
    
    Granted
    
    Exercised
    
    Or expired
    
    2007
    
    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
    
    
    49,245
    
    
    
    
    
    
    
    3,249
    
    
    
    
    
    
    
    45,996
    
    
    
    37.5028 Feb 2004 to 27 Feb 2011
    
    
    292,000
    
    
    
    
    
    
    
    34,000
    
    
    
    4,000
    
    
    
    254,000
    
    
    
    43.5019 Feb 2009 to 15 Feb 2016
    
    
    25,401
    
    
    
    
    
    
    
    
    
    
    
    25,401
    
    
    
    
    
    
    
    93.50Unapproved scheme22 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
    
    
    
    
    
    
    
    5,000
    
    
    
    25,000
    
    
    
    2,147,000
    
    
    
    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
    
    
    900,000
    
    
    
    
    
    
    
    40,870
    
    
    
    164,340
    
    
    
    694,790
    
    
    
    58.501 Mar 2009 to 28 Feb 2014
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    58.5027 Sep 2009 to 26 Sep 2014
    
    
    310,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310,000
    
    
    
    49.5028 Feb 2008 to 27 Feb 2015*(1)
    
    
    716,475
    
    
    
    
    
    
    
    
    
    
    
    14,794
    
    
    
    701,681
    
    
    
    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 Jun 2009 to 11 Jun 2016*(4)
    
    
    
    
    
    
    953,820
    
    
    
    
    
    
    
    33,632
    
    
    
    920,188
    
    
    
    2.0012 Jun 2008 to 11 Jun 2016+(1)
    
    
    
    
    
    
    109,806
    
    
    
    
    
    
    
    
    
    
    
    109,806
    
    
    
    2.0012 Jun 2009 to 11 Jun 2016
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    86.0011 Jul 2009 to 10 Jul 2016
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    78.501 Aug 2009 to 31 Jul 2016*(4)
    
    
    
    
    
    
    9,284
    
    
    
    
    
    
    
    9,284
    
    
    
    
    
    
    
    2.0022 Aug 2009 to 21 Aug 2016*(5)
    
    
    
    
    
    
    6,383
    
    
    
    
    
    
    
    
    
    
    
    6,383
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016*(6)
    
    
    
    
    
    
    970,615
    
    
    
    
    
    
    
    16,101
    
    
    
    954,514
    
    
    
    2.0015 Dec 2009 to 14 Dec 2016
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    73.755 Jan 2010 to 4 Jan 2017
    
    
    
    
    
    
    740,000
    
    
    
    
    
    
    
    165,000
    
    
    
    575,000
    
    
    
    72.2511 Jun 2010 to 10 Jun 2017*(7)
    
    
    
    
    
    
    1,620,901
    
    
    
    
    
    
    
    
    
    
    
    1,620,901
    
    
    
    2.0011 Jun 2009 to 10 Jun 2017+(2)
    
    
    
    
    
    
    184,317
    
    
    
    
    
    
    
    
    
    
    
    184,317
    
    
    
    2.0011 Jun 2010 to 10 Jun 2017
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    58.75Savings related options1 Feb 2009 to 31 Jul 2009
    
    
    270,118
    
    
    
    
    
    
    
    
    
    
    
    38,547
    
    
    
    231,571
    
    
    
    65.001 Feb 2011 to 31 Jul 2011
    
    
    401,738
    
    
    
    
    
    
    
    
    
    
    
    19,814
    
    
    
    381,924
    
    
    
    65.001 Feb 2010 to 31 Jul 2010
    
    
    
    
    
    
    68,424
    
    
    
    
    
    
    
    13,033
    
    
    
    55,391
    
    
    
    58.001 Feb 2012 to 31 Jul 2012
    
    
    
    
    
    
    115,749
    
    
    
    
    
    
    
    
    
    
    
    115,749
    
    
    
    58.00Protherics PLC option plan for ex-Therapeutic
Antibodies employees27 Jan 2000 to 29 June 2008
    
    
    162,238
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,238
    
    
    
    175.0 to 312.010,520,520
    
    
    
    5,019,299
    
    
    
    288,119
    
    
    
    533,946
    
    
    
    14,717,754
 65




---



##### Table of Contents



*
    
    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) 80.00p
(6) 79.25p, and (7) 58.75p.+
    
    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 and (2) 58.75p.  Options Granted to Therapeutic Antibodies former employees and consultants
  66




---



##### Table of Contents



Share Options held by Directors of Protherics PLC
  At April 1,
    
    
    
    
    
    
    
    
    
    
    
    
    
    At June 30,
    
    Exercise
    
    Exercisable2006
    
    Granted
    
    Exercised
    
    Cancelled
    
    2007
    
    Price (p)
    
    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 2016B M Riley*(5)
    
    
    
    
    
    
    161,702
    
    
    
    
    
    
    
    
    
    
    
    161,702
    
    
    
    2.00
    
    
    11 Jun 2010
    
    10 Jun 2017J 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 2016J C Christie*(5)
    
    
    
    
    
    
    161,702
    
    
    
    
    
    
    
    
    
    
    
    161,702
    
    
    
    2.00
    
    
    11 Jun 2010
    
    10 Jun 2017S Komisar
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    39.00
    
    
    22 Dec 2002
    
    21 Dec 2009S Komisar
    
    
    11,629
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,629
    
    
    
    37.50
    
    
    27 Jan 2003
    
    26 Jan 2010S Komisar
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    43.50
    
    
    22 Feb 2004
    
    21 Feb 2011S Komisar
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    23.25
    
    
    20 Jun 2006
    
    19 Jun 2013S Komisar
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    31,955
    
    
    
    143,045
    
    
    
    58.50
    
    
    1 Mar 2007
    
    28 Feb 2014S Komisar*(1)
    
    
    100,251
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,251
    
    
    
    2.00
    
    
    28 Feb 2008
    
    27 Feb 2015S Komisar*(2)
    
    
    72,380
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,380
    
    
    
    2.00
    
    
    21 Dec 2008
    
    20 Dec 2015S Komisar*(3)
    
    
    
    
    
    
    91,456
    
    
    
    
    
    
    
    
    
    
    
    91,456
    
    
    
    2.00
    
    
    12 Jun 2009
    
    11 Jun 2016S Komisar+ (1)
    
    
    
    
    
    
    27,594
    
    
    
    
    
    
    
    
    
    
    
    27,594
    
    
    
    2.00
    
    
    12 Jun 2008
    
    11 Jun 2016S Komisar*(4)
    
    
    
    
    
    
    100,173
    
    
    
    
    
    
    
    
    
    
    
    100,173
    
    
    
    2.00
    
    
    15 Dec 2009
    
    14 Dec 2016S Komisar*(5)
    
    
    
    
    
    
    151,396
    
    
    
    
    
    
    
    
    
    
    
    151,396
    
    
    
    2.00
    
    
    11 Jun 2010
    
    10 Jun 2017S Komisar+ (2)
    
    
    
    
    
    
    50,177
    
    
    
    
    
    
    
    
    
    
    
    50,177
    
    
    
    2.00
    
    
    11 Jun 2009
    
    10 Jun 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*(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 2016A J Heath*(5)
    
    
    
    
    
    
    297,661
    
    
    
    
    
    
    
    
    
    
    
    297,661
    
    
    
    2.00
    
    
    11 Jun 2010
    
    10 Jun 2017Savings 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 20096,212,633
    
    
    
    1,885,313
    
    
    
    
    
    
    
    100,430
    
    
    
    7,997,516
 67




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##### Table of Contents



*
    
    Unapproved options granted under the Long Term Incentive Plan. The market price of a
share at date of grant was (1)54.75p, (2)78.50p, (3)85.0p,
(4)73.75p, and (5)58.75p.+
    
    Options issued under the deferred bonus plan. The market price of a share at date of grant
was (1)85.0p and (2)58.75p.   
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 Major Shareholders
  % of# of
    
    issuedShareholder
    
    shares
    
    sharesMorley Fund Management
    
    
    40,577,507
    
    
    
    11.96
    %Invesco Perpetual
    
    
    39,700,161
    
    
    
    11.70
    %AXA Framlington Asset Management
    
    
    31,969,456
    
    
    
    9.42
    %Insight Investment
    
    
    20,274,805
    
    
    
    5.98
    %
    Related Party Transactions
  68




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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
   69




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##### Table of Contents



Ordinary Shares
    
    American Depositary Shares(1)Financial Year Ended March 31,
    
    High
    
    Low
    
    High
    
    Low£
    
    £
    
    $
    
    $2002
    
    
    0.408
    
    
    
    0.205
    
    
    
    
    
    
    
    2003
    
    
    0.345
    
    
    
    0.142
    
    
    
    
    
    
    
    2004
    
    
    0.618
    
    
    
    0.165
    
    
    
    
    
    
    
    2005
    
    
    0.658
    
    
    
    0.467
    
    
    
    
    
    
    
    2006First Quarter
    
    
    0.593
    
    
    
    0.465
    
    
    
    
    
    
    
    Second Quarter
    
    
    0.608
    
    
    
    0.530
    
    
    
    10.10
    (2)
    
    
    10.03
    (2)Third Quarter
    
    
    0.865
    
    
    
    0.450
    
    
    
    15.45
    
    
    
    8.50Fourth Quarter
    
    
    0.998
    
    
    
    0.830
    
    
    
    18.99
    
    
    
    12.702007First 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
    
    
    
    10.90Calendar Year 2007Most Recent Six MonthsFebruary
    
    
    0.773
    
    
    
    0.693
    
    
    
    14.71
    
    
    
    14.20March
    
    
    0.708
    
    
    
    0.658
    
    
    
    14.20
    
    
    
    12.64April
    
    
    0.683
    
    
    
    0.620
    
    
    
    13.19
    
    
    
    12.65May
    
    
    0.725
    
    
    
    0.600
    
    
    
    14.36
    
    
    
    11.86June
    
    
    0.630
    
    
    
    0.535
    
    
    
    12.68
    
    
    
    10.90July
    
    
    0.598
    
    
    
    0.478
    
    
    
    12.30
    
    
    
    9.90
 
 (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 quarter end, September 30, 2005. 
 ITEM 10. ADDITIONAL INFORMATION
 Memorandum and Articles of Association
 Objects and Purposes
  70




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##### Table of Contents



Voting Rights
    (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 212 of the
Companies Act 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
     71




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##### Table of Contents



Return of Capital
  Variation of Rights
  Transfers
      72




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##### Table of Contents



Directors of Protherics
   (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, transaction or other proposal
concerning any other body corporate in which he is interested, directly or
indirectly and whether as an officer or shareholder or otherwise howsoever
provided that he is not the holder of or beneficially interested in one per
cent or more of any class of the equity share capital of such body corporate
(or of a third body corporate through which his interest is derived) or of the
voting rights available to members of the relevant body corporate (any such
interest being deemed for these purposes to be a material interest in all
circumstances);(e)
    
    any contract, arrangement, transaction or other proposal
concerning the adoption, modification or operation of a superannuation fund,
retirement benefit scheme under which he may benefit and which either relates
to both employees and Directors of the Company, or which has been approved by,
or is subject to and conditional upon approval by the Board of Inland Revenue
for taxation purposes and does not accord to any Director as such any privilege
or advantage not accorded to the employees to which such scheme or fund
relates;(f)
    
    any contract, arrangement, transaction or proposal concerning
the adoption, modification or operation of any scheme enabling employees of the
Company or any of its subsidiary undertakings to acquire shares or any
arrangement for the benefit of employees of the Company or any of the
subsidiaries under which the Director benefits in a similar manner to
employees; and(g)
    
    any contract, arrangement, transaction or other proposal
concerning any insurance which the Company is empowered to purchase and/or
maintain for, or for the benefit of, any Director, Auditors or other officer of
the Company or any of its subsidiary undertakings, or for persons who include
Directors.
 73




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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:
 
 74




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##### Table of Contents



(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 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
  75




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##### Table of Contents



Discrimination against shareholders as a result of such shareholder owning a substantial mber of shares
    Annual and Extraordinary General Meetings
      Limitations on the Right to Own Securities
   76




---



##### Table of Contents



Changes in Control of the Company
  Disclosure of Shareholder Ownership
  Material Contracts
  AstraZeneca UK Limited
 ®
 ® ®
  77




---



##### Table of Contents



Altana, Inc.
 ® ® ® ®
 Glenveigh Pharmaceuticals LLC
 ® ®
 CoVaccine BV
 
 Advance In Vitro Cell Technologies S.L. (Advancell)
  78




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##### Table of Contents



Diatos SA
 ®
 Samyang Genex Corporation
 ® ® ® ®
 Swedish Orphan AB
  Chesapeake Biological Laboratories Inc
 ® ®
 Scientific Collaborations
  Exchange Controls
  79




---



##### Table of Contents



Taxation
     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.
 80




---



##### Table of Contents



United States Federal Income Tax Consequences to U.S. Holders
 Taxation of Dividends
     81




---



##### 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.
  The foregoing discussion assumes that the Company is not currently, and will not in the future come, a passive foreign investment company for U.S. federal income tax purposes. If the mpany were classified as a passive foreign investment company, the U.S. federal income tax nsequences to you with respect to the ordinary shares and ADSs would be significantly different an that described above and you generally would be subject to increased U.S. federal income tax abilities and possibly interest charges, as described below.
 Passive Foreign Investment Company Rules
  82




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##### Table of Contents



You should consult your own tax advisors prior to the purchase of ordinary shares or ADSs and om time to time concerning the status of the Company as a PFIC and the consequences of making an ection as described above. Neither the Company nor its advisors have a duty or will undertake to form you that the Company is a PFIC or of changes in circumstances that would cause the Company become a PFIC.
 United Kingdom Tax Consequences to U.S. Holders
 Taxation of Dividends
  Taxation of Capital Gains
  Stamp Duty and Stamp Duty Reserve Tax
  83




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##### Table of Contents



Documents on Display
  
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Financial instruments
   Foreign currency risk
   84




---



##### Table of Contents



Interest rate risk
   Amounts falling due:Between
    
    
    Between
    
    
    Between
    
    
    BetweenWithin
    
    
    1 and 2
    
    
    2 and 3
    
    
    3 and 4
    
    
    4 and 5
    
    
    Over 51 year
    
    
    years
    
    
    years
    
    
    years
    
    
    years
    
    
    years
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £0002007Floating rate:Cash at hand and in bank
    
    
    1,216
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,216Fixed rate:Short term bank deposits
    
    
    38,773
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,773Derivative financial instruments
    
    
    114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114Bank overdrafts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Borrowings
    
    
    (46
    )
    
    
    (14
    )
    
    
    (143
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (203
    )6% Convertible unsecured loan
notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,100
    )
    
    
    
    
    
    
    
    
    
    
    (2,100
    )Obligations under finance lease
    
    
    (1,048
    )
    
    
    (892
    )
    
    
    (603
    )
    
    
    (553
    )
    
    
    (241
    )
    
    
    
    
    
    
    (3,337
    )
 Liquidity risk
  Fair values of financial assets and financial liabilities
  85




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##### Table of Contents



ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  86




---



##### Table of Contents



PART II
 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15T. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
   87




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##### Table of Contents



ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
   
    
    Jacques Gonella is a member of the Remuneration Committee and is not considered by the
Board to be an independent non-executive director 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. The Board believes Dr. Gonella brings
substantial knowledge and experience of the pharmaceutical business, which assists the
Committee in discharging its duties. The remaining members of the Committee are considered
by the Board to be independent non-executive directors.
 
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2007
    
    
    2006
    
    
    2005KPMG Audit Plc
    
    
    PwC LLP
    
    
    Total
    
    
    PwC LLP
    
    
    PwC LLP£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Audit fees
    
    
    174
    
    
    
    61
    
    
    
    235
    
    
    
    101
    
    
    
    101Audit related fees
    
    
    10
    
    
    
    
    
    
    
    10
    
    
    
    36
    
    
    
    30Tax fees
    
    
    26
    
    
    
    54
    
    
    
    80
    
    
    
    117
    
    
    
    52All other fees
    
    
    249
    
    
    
    
    
    
    
    249
    
    
    
    
    
    
    
    80459
    
    
    
    115
    
    
    
    574
    
    
    
    254
    
    
    
    263
  88




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##### 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
  89




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##### Table of Contents



PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  
 ITEM 19. EXHIBITS
 (A)
    
    Financial Statements and Schedules1.
    
    Financial Statements
 PageAuditors Report (KPMG Audit Plc)
    
    F-1Auditors Report (PricewaterhouseCoopers LLP)
    
    F-2Income Statements for the years ended
March 31, 2005, 2006 and 2007
    
    F-3Statements of Recognised Income and Expense for the years ended
March 31, 2005, 2006 and 2007
    
    F-3Balance Sheets at March 31, 2006 and March 31, 2007
    
    F-4Cash Flow Statements for the years ended
March 31, 2005, 2006 and 2007
    
    F-5Notes to Financial Statements
    
    F-6
   90




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##### Table of Contents



(B)
    
    Exhibits
 ExhibitNumber
    
    Exhibit Title1.1
    
    Articles of Association of Protherics PLC, as amended on July 26, 2007 (*)1.2
    
    Memorandum of Association of Protherics PLC (6)2.1
    
    Instrument constituting 6 per cent. Unsecured Convertible Loan Notes 2010 (3)2.2
    
    Instrument constituting Unsecured Convertible Loan Notes 2026 (1)4.1
    
    Patent and Know-how Licence Agreement, dated April 2, 2001, between Protherics
Molecular Design Limited and Enfer Technology Limited (5)4.2
    
    Distribution Agreement, dated October 11, 1997, between Therapeutic Antibodies Inc. and
Altana, Inc. (7)4.3
    
    First Amendment to the Distribution Agreement, dated October 25, 1999, between Altana,
Inc. and Protherics (6)4.4
    
    Amendment No. 1 to Distribution Agreement, dated September 12, 2000, between Altana,
Inc. and Protherics (6) (+)4.5
    
    Amendment No. 3 to Distribution Agreement, dated February 2002, between Altana Inc. and
Protherics (4)4.6
    
    First Amended and Restated Product Agreement, dated March 31, 2000, between Swedish
Orphan AB and Protherics Inc. (6)4.7
    
    Manufacturing Agreement, dated March 19, 2003, between Protherics UK Limited and
Chesapeake Biological Laboratories Inc (4)4.8
    
    Memorandum of Lease, dated August 1, 1995, between Minister for Primary Industries, as
Lessor, and TAb Australasia Pty. Limited, as Lessee (11)4.9
    
    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) (1)(+)4.10
    
    Asset Sale and Purchase Agreement, dated June 6, 2006, between CoVaccine B.V.,
Protherics Molecular Design Limited and Protherics PLC (1)(+)4.11
    
    Agreement and Plan of Merger and Reorganization dated as of December 7, 2006, by and
among Protherics PLC, MacroMed Acquisition Corp. and MacroMed, Inc. *(+)4.12
    
    Amendment No. 1 to the Agreement
and Plan of Merger and Reorganization, dated January 3, 2007, between
Protherics PLC, MacroMed Acquisition Corp. and MacroMed, Inc.*4.13
    
    Exclusive License Agreement, dated December 15, 2004, between MacroMed, Inc. and Diatos
SA*(+)
 91




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##### Table of Contents



ExhibitNumber
    
    Exhibit Title4.14
    
    Restated License and Supply Agreement, dated June 20, 2006, between Samyang Genex
Corporation and MacroMed, Inc.*(+)4.15
    
    Collaboration Agreement, dated December 6, 2006, between Protherics Medicines
Development Limited and Advance In Vitro Cell Technologies S.L.*(+)4.16
    
    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.*(+)4.17
    
    Proteus Approved Executive Share Option Scheme (7)4.18
    
    Proteus Unapproved Share Option Scheme (7)4.19
    
    Proteus Savings-Related Share Option Scheme (7)4.20
    
    Option Deed, dated December 22, 1999, between Protherics PLC and Andrew J. Heath (6)4.21
    
    Protherics PLC 2005 Long-Term Incentive Plan (1)4.22
    
    Protherics PLC Performance Share Plan (1)4.23
    
    Protherics PLC 2005 Deferred Bonus Plan (1)4.24
    
    U.S. Sub-plan to Protherics PLC 2005 Deferred Bonus Plan (1)4.25
    
    Protherics PLC 2005 Executive Share Option Plan (1)4.26
    
    The Protherics PLC Company Share Option Plan for Therapeutic Antibodies Inc. Employees
adopted on January 27, 2000 (6)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 July 13, 1995, between Protherics PLC and Barry M. Riley (5)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 *4.32
    
    Letter of Appointment dated May 24, 2007, between Protherics PLC and Stuart M.Wallis *4.33
    
    Consultancy Agreement, dated May 24, 2007, between Protherics PLC and Stuart M. Wallis *4.34
    
    Letter of Appointment dated January 19, 2004, between Protherics PLC and Garry Watts (2)4.35
    
    Letter of Appointment dated February 23, 2004, between Protherics PLC and John R. Brown
(2)4.36
    
    Letter of Appointment dated July 21, 2005, between Protherics PLC and Bryan G. Morton
(1)
 92




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##### Table of Contents



ExhibitNumber
    
    Exhibit Title4.37
    
    Letter of Appointment dated January 24, 2007, between Protherics PLC and Jacques
Gonella *8.1
    
    List of Subsidiaries*11.1
    
    Code of Ethics (2)12.1
    
    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*12.2
    
    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*13
    
    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 July 31, 2006.(2)
    
    Incorporated by reference to exhibits filed with the Companys Annual Report on Form 20-F,
filed on July 25, 2005.(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 with the Quarterly Report on Form 10-Q/A, filed
by Therapeutic Antibodies Inc. on October 16, 1996, File No. 000-25978.(9)
    
    Incorporated by reference to exhibits filed with the Annual Report on Form 10-K, filed by
Therapeutic Antibodies Inc. on March 31, 1998, File No. 000-25978.(10)
    
    Incorporated by reference to exhibits filed with the Annual Report on Form 10-K filed by
Therapeutic Antibodies Inc. on March 31, 1999, File No. 000-25978.(11)
    
    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. 93




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##### Table of Contents



SIGNATURES
  August 6, 2007
    PROTHERICS PLCBy:
    /s/  Barrington M. RileyBarrington M. RileyFinance Director




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##### Table of Contents



Report of the Independent Registered Public Accounting Firm
 To the Board of Directors and Shareholders of Protherics PLC
     Manchester, United Kingdom
6 August 2007
 F - 1




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##### Table of Contents



Report of the Independent Registered Public Accounting Firm
 To the Board of Directors and Shareholders of Protherics PLC
    London, United Kingdom
25 July 2006
 F - 2




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##### Table of Contents



Income Statements
  2007
    
    
    2006
    
    
    2005Notes
    
    
    £000
    
    
    £000
    
    
    £000Revenue
    
    
    4
    
    
    
    31,119
    
    
    
    17,709
    
    
    
    18,839Cost of salesCost of sales excluding exceptional closedown costs
    
    
    
    
    
    
    (11,334
    )
    
    
    (9,930
    )
    
    
    (8,744
    )Exceptional closedown costs
    
    
    6
    
    
    
    
    
    
    
    (1,362
    )
    
    
    Total cost of sales
    
    
    
    
    
    
    (11,334
    )
    
    
    (11,292
    )
    
    
    (8,744
    )Gross profit
    
    
    
    
    
    
    19,785
    
    
    
    6,417
    
    
    
    10,095Administrative expenses:Research and development
    
    
    
    
    
    
    (13,978
    )
    
    
    (6,747
    )
    
    
    (4,575
    )General & administrative
    
    
    
    
    
    
    (10,161
    )
    
    
    (9,203
    )
    
    
    (7,178
    )Total administrative expenses
    
    
    
    
    
    
    (24,139
    )
    
    
    (15,950
    )
    
    
    (11,753
    )Operating loss
    
    
    6
    
    
    
    (4,354
    )
    
    
    (9,533
    )
    
    
    (1,658
    )Finance income
    
    
    8
    
    
    
    1,155
    
    
    
    401
    
    
    
    236Finance costs
    
    
    9
    
    
    
    (417
    )
    
    
    (431
    )
    
    
    (655
    )Loss before tax
    
    
    
    
    
    
    (3,616
    )
    
    
    (9,563
    )
    
    
    (2,077
    )Tax
    
    
    10
    
    
    
    259
    
    
    
    75
    
    
    
    296Loss for the year
    
    
    25
    
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )
 Pence
    
    
    Pence
    
    
    PenceBasic and diluted loss per share
    
    
    11
    
    
    
    (1.2
    )
    
    
    (3.8
    )
    
    
    (0.8
    )
  Statements
of Recognised Income and Expense
  2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Exchange differences on translation of foreign operations
    
    
    749
    
    
    
    (158
    )
    
    
    (33
    )Net income / (expense) recognised directly in equity
    
    
    749
    
    
    
    (158
    )
    
    
    (33
    )Loss for the year
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )Total recognised expense for the year
    
    
    (2,608
    )
    
    
    (9,646
    )
    
    
    (1,814
    )Adjustments arising on first time adoption of IAS 32 and IAS 39
    
    
    
    
    
    
    211
    
    
    
    Total losses recognised since last financial statements
    
    
    (2,608
    )
    
    
    (9,435
    )
    
    
    (1,814
    )
   F - 3




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##### Table of Contents



Balance Sheets
  2007
    
    
    2006Notes
    
    
    £000
    
    
    £000Non-current assetsGoodwill
    
    
    12
    
    
    
    10,878
    
    
    
    9,199Intangible assets
    
    
    13
    
    
    
    19,652
    
    
    
    1,060Property, plant and equipment
    
    
    14
    
    
    
    9,987
    
    
    
    8,109Deferred tax asset
    
    
    10
    
    
    
    99
    
    
    
    20640,616
    
    
    
    18,574Current assetsInventories
    
    
    15
    
    
    
    10,707
    
    
    
    10,887Financial assets
    
    
    22
    
    
    
    114
    
    
    
    Tax receivables
    
    
    
    
    
    
    773
    
    
    
    717Trade and other receivables
    
    
    16
    
    
    
    15,066
    
    
    
    4,520Cash and cash equivalents
    
    
    17
    
    
    
    39,989
    
    
    
    25,43866,649
    
    
    
    41,562Total assets
    
    
    
    
    
    
    107,265
    
    
    
    60,136Current liabilitiesTrade and other payables
    
    
    18
    
    
    
    14,037
    
    
    
    15,722Current tax liabilities
    
    
    
    
    
    
    273
    
    
    
    278Financial liabilities:Obligations under finance leases
    
    
    21
    
    
    
    1,048
    
    
    
    623Bank overdrafts and loans
    
    
    19
    
    
    
    46
    
    
    
    37Derivative instruments
    
    
    22
    
    
    
    
    
    
    
    13615,404
    
    
    
    16,796Non-current liabilitiesTrade and other payables
    
    
    18
    
    
    
    10,844
    
    
    
    13,081Financial liabilities:Borrowings
    
    
    19
    
    
    
    157
    
    
    
    222Convertible loan notes
    
    
    20
    
    
    
    2,100
    
    
    
    2,469Obligations under finance leases
    
    
    21
    
    
    
    2,289
    
    
    
    1,21615,390
    
    
    
    16,988Total liabilities
    
    
    
    
    
    
    30,794
    
    
    
    33,784Net assets
    
    
    
    
    
    
    76,471
    
    
    
    26,352Shareholders equityShare capital
    
    
    23
    
    
    
    6,783
    
    
    
    5,186Share premium account
    
    
    24
    
    
    
    135,951
    
    
    
    86,770Shares to be issued
    
    
    25
    
    
    
    1,289
    
    
    
    Merger reserve
    
    
    25
    
    
    
    51,163
    
    
    
    51,163Equity reserve
    
    
    25
    
    
    
    220
    
    
    
    263Cumulative translation reserve
    
    
    25
    
    
    
    558
    
    
    
    (191
    )Retained earnings
    
    
    25
    
    
    
    (119,493
    )
    
    
    (116,839
    )Total equity
    
    
    
    
    
    
    76,471
    
    
    
    26,352
  B M Riley
 Director
  F - 4




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##### Table of Contents



Cash Flow Statements
  2007
    
    
    2006
    
    
    2005Notes
    
    
    £000
    
    
    £000
    
    
    £000Cash flows from operating activitiesCash (outflow) / inflow from operations
    
    
    31
    
    
    
    (16,051
    )
    
    
    12,609
    
    
    
    (3,054
    )Income tax paid
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    (79
    )Income tax received
    
    
    
    
    
    
    293
    
    
    
    5
    
    
    
    332Net cash (outflow) / inflow from operating activities
    
    
    
    
    
    
    (15,758
    )
    
    
    12,564
    
    
    
    (2,801
    )Investing activitiesInterest received
    
    
    
    
    
    
    1,155
    
    
    
    401
    
    
    
    236Proceeds on disposal of property, plant and equipment
    
    
    
    
    
    
    2
    
    
    
    52
    
    
    
    35Purchases of property, plant and equipment
    
    
    
    
    
    
    (1,242
    )
    
    
    (1,989
    )
    
    
    (1,001
    )Purchases of other intangible non-current assets
    
    
    
    
    
    
    (4,092
    )
    
    
    
    
    
    
    (191
    )Acquisition of subsidiary, net of cash acquired
    
    
    
    
    
    
    (374
    )
    
    
    
    
    
    
    Capital grants received
    
    
    
    
    
    
    
    
    
    
    250
    
    
    
    10Net cash (used in) investing activities
    
    
    
    
    
    
    (4,551
    )
    
    
    (1,286
    )
    
    
    (911
    )Financing activitiesInterest paid
    
    
    
    
    
    
    (170
    )
    
    
    (257
    )
    
    
    (494
    )Interest paid on finance leases
    
    
    
    
    
    
    (213
    )
    
    
    (133
    )
    
    
    (131
    )Repayment of borrowings
    
    
    
    
    
    
    (36
    )
    
    
    (171
    )
    
    
    (336
    )Repayments of finance leases
    
    
    
    
    
    
    (837
    )
    
    
    (582
    )
    
    
    (490
    )Proceeds from issue of loan note
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    Proceeds from issue of shares
    
    
    
    
    
    
    36,162
    
    
    
    8,049
    
    
    
    9,161Net cash inflow from financing activities
    
    
    
    
    
    
    34,936
    
    
    
    6,906
    
    
    
    7,710Net increase in cash and cash equivalents
    
    
    
    
    
    
    14,627
    
    
    
    18,184
    
    
    
    3,998Cash and cash equivalents at the beginning of year
    
    
    
    
    
    
    25,438
    
    
    
    7,242
    
    
    
    3,253Effect of foreign exchange rate changes
    
    
    
    
    
    
    (76
    )
    
    
    12
    
    
    
    (9
    )Cash and cash equivalents at the end of year
    
    
    17
    
    
    
    39,989
    
    
    
    25,438
    
    
    
    7,242
  F - 5




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##### Table of Contents



1 General Information
     
    
    IFRS 7, Financial Instruments: Disclosures; and the related amendment to IAS 1,
Presentation of Financial Statements on Capital Disclosures.
    
    IFRS 8, Operating Segments.
  2 Accounting Policies
  Basis of accounting
     F - 6




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##### Table of Contents



Basis of consolidation
     Segment
reporting
  Foreign currency translation
    Revenue recognition
   
    
    ProductsRevenue is partly recognised upon the shipment of products to the distributor, the
significant risks and rewards having been transferred to the distributor, with further
amounts being recognised in accordance with the contractual terms upon shipment to the end
user.
    
    Upfront and milestone paymentsNon-refundable upfront and milestone payments are deferred and recognised over the period
of the earnings process (see note 3).
 F - 7




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##### Table of Contents




    
    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 collectibility is assured.
 Research and development expenditure
   Exceptional items
  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 - 8




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##### Table of Contents



Impairment of tangible and intangible assets
     Inventories
  Taxation
    F - 9




---



##### Table of Contents



Leases
    Grants
   Pensions
  Share-based payments
    Convertible loan notes
  F - 10




---



##### Table of Contents



Trade receivables
  Trade payables
  Derivative financial instruments
    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 economic hedges to manage cash flows in the form of foreign exchange contracts
and similar derivatives which typically extend for 12 months and cover 70 to 100% of
anticipated 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.
 F - 11




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##### Table of Contents




    
    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 liabilities.
 3 Critical Accounting Judgement
  Revenue recognition
   Acquisitions
  4 Revenue
  2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Sale of products
    
    
    18,504
    
    
    
    16,221
    
    
    
    17,945Revenue in respect of product development
    
    
    12,213
    
    
    
    976
    
    
    
    Other
    
    
    125
    
    
    
    72
    
    
    
    18230,842
    
    
    
    17,269
    
    
    
    18,127Outlicensed product royalties
    
    
    277
    
    
    
    440
    
    
    
    71231,119
    
    
    
    17,709
    
    
    
    18,839Finance income
    
    
    1,155
    
    
    
    401
    
    
    
    23632,274
    
    
    
    18,110
    
    
    
    19,075
 F - 12




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##### Table of Contents



5 Segmental Reporting
   Business segments
 2007Sale, manufactureand development
    
    
    Outlicensedof pharmaceutical
    
    
    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 items:Capital expenditure (note 14)
    
    
    3,278
    
    
    
    
    
    
    
    3,278Depreciation (note 14)
    
    
    1,373
    
    
    
    
    
    
    
    1,373Amortisation of intangible assets (note 13)
    
    
    135
    
    
    
    
    
    
    
    135
 F - 13




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##### Table of Contents



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 items:Capital expenditure (note 14)
    
    
    2,629
    
    
    
    
    
    
    
    2,629Depreciation (note 14)
    
    
    1,391
    
    
    
    
    
    
    
    1,391Amortisation of intangible assets (note 13)
    
    
    114
    
    
    
    
    
    
    
    114
 2005Sale, manufactureand development of
    
    
    Outlicensedpharmaceutical
    
    
    productproducts
    
    
    royalties
    
    
    Total£000
    
    
    £000
    
    
    £000Continuing operationsRevenue
    
    
    18,127
    
    
    
    712
    
    
    
    18,839Segment result
    
    
    (2,345
    )
    
    
    687
    
    
    
    (1,658
    )Finance income
    
    
    
    
    
    
    
    
    
    
    236Finance costs
    
    
    
    
    
    
    
    
    
    
    (655
    )Loss before tax
    
    
    
    
    
    
    
    
    
    
    (2,077
    )Tax
    
    
    
    
    
    
    
    
    
    
    296Loss for the year attributable to equity shareholders
    
    
    
    
    
    
    
    
    
    
    (1,781
    )Segment assets
    
    
    33,878
    
    
    
    204
    
    
    
    34,082Unallocated assets
    
    
    
    
    
    
    
    
    
    
    7,27041,352Segment liabilities
    
    
    (15,121
    )
    
    
    (262
    )
    
    
    (15,383
    )Other segment items:Capital expenditure
    
    
    1,937
    
    
    
    
    
    
    
    1,937Depreciation
    
    
    1,464
    
    
    
    
    
    
    
    1,464Amortisation of intangible assets
    
    
    111
    
    
    
    
    
    
    
    111
 F - 14




---



##### Table of Contents



Geographical segments
   Revenue
    
    
    Segment assets
    
    
    Capital expenditure2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Continuing operations:United Kingdom
    
    
    1,905
    
    
    
    1,562
    
    
    
    1,322
    
    
    
    74,551
    
    
    
    27,905
    
    
    
    24,998
    
    
    
    2,396
    
    
    
    2,194
    
    
    
    973United States
    
    
    29,190
    
    
    
    16,087
    
    
    
    17,466
    
    
    
    (493
    )
    
    
    (5,015
    )
    
    
    (3,198
    )
    
    
    215
    
    
    
    17
    
    
    
    652Australia
    
    
    24
    
    
    
    60
    
    
    
    51
    
    
    
    2,413
    
    
    
    3,462
    
    
    
    4,169
    
    
    
    667
    
    
    
    418
    
    
    
    31231,119
    
    
    
    17,709
    
    
    
    18,839
    
    
    
    76,471
    
    
    
    26,352
    
    
    
    25,969
    
    
    
    3,278
    
    
    
    2,629
    
    
    
    1,937
 6 Operating Loss
  2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Net foreign exchange (gains) / losses
    
    
    (754
    )
    
    
    454
    
    
    
    (128
    )Research and development expenditure
    
    
    13,978
    
    
    
    6,747
    
    
    
    4,575Inventories:Cost of inventories recognised as expense
    
    
    11,192
    
    
    
    11,193
    
    
    
    8,732Depreciation of property, plant and equipment:Owned assets
    
    
    870
    
    
    
    1,154
    
    
    
    1,294Assets owned under finance leases
    
    
    503
    
    
    
    237
    
    
    
    170Amortisation of purchased intangible fixed assets
    
    
    135
    
    
    
    114
    
    
    
    111Operating leases  rentals payable:Plant and equipment
    
    
    15
    
    
    
    25
    
    
    
    24Other
    
    
    529
    
    
    
    463
    
    
    
    547Loss on disposal of tangible fixed assets
    
    
    634
    
    
    
    108
    
    
    
    162Repairs and maintenance expenditure on property, plant and equipment
    
    
    653
    
    
    
    595
    
    
    
    406Amortisation of government grants
    
    
    (111
    )
    
    
    (78
    )
    
    
    (48
    )Government grants towards training costs
    
    
    (25
    )
    
    
    (11
    )
    
    
    (3
    )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 - 15




---



##### Table of Contents



2007
    
    
    2006
    
    
    2005KPMGAudit
    
    
    PwC
    
    
    
    
    
    
    PwC
    
    
    PwCPlc
    
    
    LLP
    
    
    Total
    
    
    LLP
    
    
    LLP£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Fees payable to the Companys Auditors for the audit of the Companys
annual accounts
    
    
    42
    
    
    
    62
    
    
    
    104
    
    
    
    21
    
    
    
    14Fees 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
    
    
    100
    
    
    
    (2
    )
    
    
    98
    
    
    
    56
    
    
    
    57Other services pursuant to legislation
    
    
    42
    
    
    
    (1
    )
    
    
    41
    
    
    
    24
    
    
    
    30Tax services
    
    
    26
    
    
    
    54
    
    
    
    80
    
    
    
    117
    
    
    
    52Services 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
    
    
    10
    
    
    
    
    
    
    
    10
    
    
    
    34
    
    
    
    109Fees in respect of the audit of Companys defined contribution
pension scheme
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    1
    7 Staff Costs
  2007
    
    
    2006
    
    
    2005Number
    
    
    Number
    
    
    NumberManagement
    
    
    38
    
    
    
    35
    
    
    
    34Administration
    
    
    35
    
    
    
    27
    
    
    
    25Research and production
    
    
    164
    
    
    
    135
    
    
    
    153237
    
    
    
    197
    
    
    
    212
  £000
    
    
    £000
    
    
    £000Salaries
    
    
    8,861
    
    
    
    6,849
    
    
    
    6,298Social security costs
    
    
    749
    
    
    
    649
    
    
    
    553Pension costs
    
    
    714
    
    
    
    629
    
    
    
    60310,324
    
    
    
    8,127
    
    
    
    7,454
 F - 16




---



##### Table of Contents



Key management compensation
 2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Salaries and short-term employee benefits
    
    
    1,846
    
    
    
    1,577
    
    
    
    1,375Post employment benefits
    
    
    258
    
    
    
    256
    
    
    
    196Compensation for loss of office
    
    
    
    
    
    
    50
    
    
    
    72,104
    
    
    
    1,883
    
    
    
    1,578
   Directors emoluments
 2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Aggregate emoluments:Salaries and short-term employee benefits
    
    
    1,145
    
    
    
    942
    
    
    
    865Post employment benefits
    
    
    165
    
    
    
    202
    
    
    
    149Compensation for loss of office
    
    
    
    
    
    
    50
    
    
    
    71,310
    
    
    
    1,194
    
    
    
    1,021
 F - 17




---



##### Table of Contents



CompensationFees/basic
    
    
    for loss of
    
    
    Benefits in
    
    
    Annual
    
    
    2007
    
    
    2006
    
    
    2005salary
    
    
    office
    
    
    kind
    
    
    bonuses
    
    
    Total
    
    
    Total
    
    
    TotalName of Director
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000ExecutiveJ C Christie
    
    
    175
    
    
    
    
    
    
    
    1
    
    
    
    96
    
    
    
    272
    
    
    
    210
    
    
    
    160A J Heath
    
    
    296
    
    
    
    
    
    
    
    7
    
    
    
    150
    
    
    
    453
    
    
    
    334
    
    
    
    251B M Riley
    
    
    130
    
    
    
    
    
    
    
    1
    
    
    
    97
    
    
    
    228
    
    
    
    201
    
    
    
    175Non-executiveA Atkinson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47
    
    
    
    103J R Brown
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    30
    
    
    
    21M S Brown
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7J Gonella
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    D W Gration
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    28B G Morton
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    17
    
    
    
    M Peagram
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    S M Wallis
    
    
    70
    
    
    
    
    
    
    
    33
    
    
    
    
    
    
    
    103
    
    
    
    103
    
    
    
    103G Watts
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    30
    
    
    
    24760
    
    
    
    
    
    
    
    42
    
    
    
    343
    
    
    
    1,145
    
    
    
    992
    
    
    
    872
       F - 18




---



##### Table of Contents



Directors pension entitlements
  2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000J C Christie
    
    
    17
    
    
    
    14
    
    
    
    12A J Heath
    
    
    84
    
    
    
    142
    
    
    
    107B M Riley
    
    
    64
    
    
    
    46
    
    
    
    30165
    
    
    
    202
    
    
    
    149
 Directors share options
   At 31At 1 April
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    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 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 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
 F - 19




---



##### Table of Contents



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
 *
    
    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
  F - 20




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##### Table of Contents



Transactions with Directors
     8 Finance Income
 2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Bank interest and interest on deposits
    
    
    1,155
    
    
    
    401
    
    
    
    236
 9 Finance Costs
 2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Interest payable on finance lease and hire purchase borrowings
    
    
    213
    
    
    
    133
    
    
    
    131Interest payable on bank borrowings
    
    
    17
    
    
    
    22
    
    
    
    24Interest payable on 6% convertible unsecured loan notes
    
    
    134
    
    
    
    193
    
    
    
    381Amortisation of 6% convertible unsecured loan notes
    
    
    41
    
    
    
    57
    
    
    
    81Notes payable to South Australian Minister for Primary Industries
    
    
    1
    
    
    
    7
    
    
    
    17Other
    
    
    11
    
    
    
    19
    
    
    
    21417
    
    
    
    431
    
    
    
    655
 F - 21




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##### Table of Contents



10 Tax
  2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Current taxUK Corporation tax credit for the current year
    
    
    353
    
    
    
    325
    
    
    
    290Adjustment in respect of prior years:UK Corporation tax
    
    
    7
    
    
    
    
    
    
    
    15360
    
    
    
    325
    
    
    
    305Foreign tax
    
    
    3
    
    
    
    (3
    )
    
    
    (9
    )Total current taxation
    
    
    363
    
    
    
    322
    
    
    
    296Deferred taxationReduction in estimate of recoverable deferred tax asset
    
    
    
    
    
    
    (247
    )
    
    
    Utilisation of losses
    
    
    (104
    )
    
    
    
    
    
    
    259
    
    
    
    75
    
    
    
    296
    2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Loss before tax
    
    
    (3,616
    )
    
    
    (9,563
    )
    
    
    (2,077
    )Loss on ordinary activities multiplied by rate of corporation tax in
the UK of 30% (2006: 30%, 2005: 30%)
    
    
    (1,085
    )
    
    
    (2,869
    )
    
    
    (623
    )Adjustments in respect of foreign tax rates
    
    
    778
    
    
    
    386
    
    
    
    Timing differences between capital allowances and depreciation
    
    
    520
    
    
    
    509
    
    
    
    254Other timing differences
    
    
    3,646
    
    
    
    4,041
    
    
    
    Other expenditure not deductible for tax purposes
    
    
    692
    
    
    
    (302
    )
    
    
    193Additional tax credit for research and development expenditure incurred
    
    
    (449
    )
    
    
    (349
    )
    
    
    (333
    )Lower rate of tax on research and development credits surrendered
    
    
    310
    
    
    
    284
    
    
    
    263Utilisation of losses
    
    
    (4,661
    )
    
    
    (1,775
    )
    
    
    (35
    )Adjustments to tax in respect of prior years
    
    
    (10
    )
    
    
    
    
    
    
    (15
    )Total taxation
    
    
    (259
    )
    
    
    (75
    )
    
    
    (296
    )
  F - 22




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##### Table of Contents



2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Deferred tax asset recognised at 1 April
    
    
    206
    
    
    
    432
    
    
    
    444Income statement charge
    
    
    (104
    )
    
    
    (247
    )
    
    
    Exchange differences
    
    
    (3
    )
    
    
    21
    
    
    
    (12
    )Deferred tax asset recognised at 31 March
    
    
    99
    
    
    
    206
    
    
    
    432
    Deferred tax asset
 Tax losses
    
    
    Total£000
    
    
    £000At 1 April 2005
    
    
    432
    
    
    
    432Credited to the income statement
    
    
    (247
    )
    
    
    (247
    )Exchange differences
    
    
    21
    
    
    
    21At 1 April 2006
    
    
    206
    
    
    
    206Credited to the income statement
    
    
    (104
    )
    
    
    (104
    )Exchange differences
    
    
    (3
    )
    
    
    (3
    )At 31 March 2007
    
    
    99
    
    
    
    99
     F - 23




---



##### Table of Contents



11 Loss per Share
    12 Goodwill
 £000CostAt 1 April 2005 and 1 April 2006
    
    
    9,199Additions (see note 28)
    
    
    1,676Exchange differences
    
    
    3At 31 March 2007
    
    
    10,878Accumulated impairment lossesAt 1 April 2005, 1 April 2006 and 31 March 2007
    
    
    Carrying amount31 March 2007
    
    
    10,87831 March 2006
    
    
    9,199
   ® ®
 F - 24




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##### Table of Contents



13 Other Intangible Assets
 Patentsand
    
    
    Othertrademarks
    
    
    intangibles
    
    
    Total£000
    
    
    £000
    
    
    £000CostAt 1 April 2005
    
    
    858
    
    
    
    565
    
    
    
    1,423Exchange differences
    
    
    76
    
    
    
    50
    
    
    
    126At 1 April 2006
    
    
    934
    
    
    
    615
    
    
    
    1,549Acquisitions
    
    
    
    
    
    
    18,830
    
    
    
    18,830Exchange differences
    
    
    (108
    )
    
    
    (55
    )
    
    
    (163
    )At 31 March 2007
    
    
    826
    
    
    
    19,390
    
    
    
    20,216AmortisationAt 1 April 2005
    
    
    342
    
    
    
    
    
    
    
    342Charge for the year
    
    
    114
    
    
    
    
    
    
    
    114Exchange differences
    
    
    33
    
    
    
    
    
    
    
    33At 1 April 2006
    
    
    489
    
    
    
    
    
    
    
    489Charge for the year
    
    
    107
    
    
    
    28
    
    
    
    135Exchange differences
    
    
    (60
    )
    
    
    
    
    
    
    (60
    )At 31 March 2007
    
    
    536
    
    
    
    28
    
    
    
    564Carrying amount31 March 2007
    
    
    290
    
    
    
    19,362
    
    
    
    19,65231 March 2006
    
    
    445
    
    
    
    615
    
    
    
    1,060
  Carrying
    
    
    Remainingvalue
    
    
    amortisationSignificant other intangible assets:
    
    £000
    
    
    periodIntangible assets arising from the acquisition of Protherics
Salt Lake City Inc. (formerly MacroMed Inc.)
    
    
    12,223
    
    
    Not amortised(1)Customer list purchased from F Hoffman La-Roche Limited
    
    
    545
    
    
    Not amortised(2)CoVaccine HT
    
    
    309
    
    
    10 yearsAdvanced In Vitro Cell Technologies S.L.  asset in development
    
    
    563
    
    
    Not amortised(1)Glenveigh
Pharmaceuticals LLC  asset in development
    
    
    5,722
    
    
    Not amortised(1)
 
 (1)
    
    Assets in development are not amortised.(2)
    
    To be amortised, commencing after receipt of European marketing approvals for DigiFab®.  F - 25




---



##### Table of Contents



14 Property, Plant and Equipment
 Furniture,Land &
    
    
    Plant &
    
    
    fixtures &buildings
    
    
    machinery
    
    
    equipment
    
    
    Total£000
    
    
    £000
    
    
    £000
    
    
    £000CostAt 1 April 2005
    
    
    5,331
    
    
    
    7,861
    
    
    
    2,435
    
    
    
    15,627Reclassification
    
    
    
    
    
    
    21
    
    
    
    (21
    )
    
    
    Additions
    
    
    111
    
    
    
    2,218
    
    
    
    300
    
    
    
    2,629Disposals
    
    
    (44
    )
    
    
    (328
    )
    
    
    (484
    )
    
    
    (856
    )Exchange differences
    
    
    11
    
    
    
    8
    
    
    
    28
    
    
    
    47At 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 31 March 2007
    
    
    5,972
    
    
    
    10,757
    
    
    
    2,841
    
    
    
    19,570DepreciationAt 1 April 2005
    
    
    3,008
    
    
    
    4,312
    
    
    
    1,308
    
    
    
    8,628Reclassification
    
    
    
    
    
    
    92
    
    
    
    (92
    )
    
    
    Charge for the year
    
    
    390
    
    
    
    652
    
    
    
    349
    
    
    
    1,391Disposals
    
    
    (44
    )
    
    
    (261
    )
    
    
    (391
    )
    
    
    (696
    )Exchange differences
    
    
    
    
    
    
    5
    
    
    
    10
    
    
    
    15At 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 31 March 2007
    
    
    3,688
    
    
    
    4,429
    
    
    
    1,466
    
    
    
    9,583Carrying amount31 March 2007
    
    
    2,284
    
    
    
    6,328
    
    
    
    1,375
    
    
    
    9,98731 March 2006
    
    
    2,055
    
    
    
    4,980
    
    
    
    1,074
    
    
    
    8,109
 2007
    
    
    2006£000
    
    
    £000Land & buildings comprise:Freehold
    
    
    1,213
    
    
    
    1,318Short leasehold
    
    
    1,071
    
    
    
    7372,284
    
    
    
    2,055
   F - 26




---



##### Table of Contents



15 Inventories
 2007
    
    
    2006£000
    
    
    £000Raw materials and consumables
    
    
    2,540
    
    
    
    1,455Work in progress
    
    
    8,049
    
    
    
    9,382Finished goods
    
    
    118
    
    
    
    5010,707
    
    
    
    10,887
 16 Trade and Other Receivables
 2007
    
    
    2006£000
    
    
    £000Amounts falling due within one year:Trade receivables
    
    
    13,516
    
    
    
    2,926Less: Allowance for impairment of receivables
    
    
    
    
    
    
    Trade receivables  net
    
    
    13,516
    
    
    
    2,926Other receivables
    
    
    560
    
    
    
    845Prepayments and accrued income
    
    
    990
    
    
    
    74915,066
    
    
    
    4,520
  17 Cash and Cash Equivalents
 2007
    
    
    2006£000
    
    
    £000Cash at bank and in hand
    
    
    1,216
    
    
    
    934Short term bank deposits
    
    
    38,773
    
    
    
    24,50439,989
    
    
    
    25,438Bank overdrafts (note 19)
    
    
    
    
    
    
    39,989
    
    
    
    25,438
  F - 27




---



##### Table of Contents



18 Trade and Other Payables
 2007
    
    
    2006£000
    
    
    £000Current liabilities:Trade payables
    
    
    4,303
    
    
    
    5,227Other payables
    
    
    183
    
    
    
    673Accruals
    
    
    2,924
    
    
    
    2,223Deferred income
    
    
    6,627
    
    
    
    7,59914,037
    
    
    
    15,722Non-current liabilities:Accruals
    
    
    120
    
    
    
    Deferred income
    
    
    10,724
    
    
    
    13,08110,844
    
    
    
    13,081
   2007
    
    
    2006£000
    
    
    £000Deferred income  falling due in less than one year
    
    
    102
    
    
    
    111Deferred income  falling due after more than one year
    
    
    660
    
    
    
    762762
    
    
    
    873
   F - 28




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##### Table of Contents



19 Borrowings
 2007
    
    
    2006£000
    
    
    £000Bank overdrafts
    
    
    
    
    
    
    Bank loans:Secured
    
    
    157
    
    
    
    201157
    
    
    
    201Notes payable to South Australian Minister for Primary Industries
    
    
    46
    
    
    
    58203
    
    
    
    259The borrowings are repayable as follows:On demand or within one year
    
    
    46
    
    
    
    37In the second year
    
    
    14
    
    
    
    25In the third to fifth years inclusive
    
    
    143
    
    
    
    197After five years
    
    
    
    
    
    
    203
    
    
    
    259Amounts due for settlement within one year
    
    
    46
    
    
    
    37Amounts due for settlement after one year
    
    
    157
    
    
    
    222203
    
    
    
    259
 Analysis of borrowings by currency:
 AustralianSterling
    
    
    US dollars
    
    
    dollars
    
    
    TotalAt 31 March 2007
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Bank loans
    
    
    9
    
    
    
    148
    
    
    
    
    
    
    
    157Notes payable to South Australian Minister for Primary Industries
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    469
    
    
    
    148
    
    
    
    46
    
    
    
    203At 31 March 2006Bank loans
    
    
    32
    
    
    
    169
    
    
    
    
    
    
    
    201Notes payable to South Australian Minister for Primary Industries
    
    
    
    
    
    
    
    
    
    
    58
    
    
    
    5832
    
    
    
    169
    
    
    
    58
    
    
    
    259
  2007
    
    
    2006%
    
    
    %Bank overdrafts
    
    
    
    
    
    
    Sterling bank loans
    
    
    8.0
    
    
    
    8.0US dollar bank loans
    
    
    5.6
    
    
    
    5.6Notes payable to South Australian Minister for Primary Industries
    
    
    6.5
    
    
    
    6.5
  F - 29




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##### Table of Contents



2007
    
    
    2006£000
    
    
    %
    
    
    £000
    
    
    %Sterling bank loans
    
    
    9
    
    
    
    9.2
    
    
    
    34
    
    
    
    8.5US dollar bank loans
    
    
    137
    
    
    
    9.4
    
    
    
    155
    
    
    
    8.9Notes payable to South Australian Minister for Primary Industries
    
    
    42
    
    
    
    6.5
    
    
    
    51
    
    
    
    6.5188
    
    
    
    
    
    
    
    240
   
    
    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 will continue until August 2007. The loan is secured over the assets of
that company and its immediate subsidiaries. The loan carries 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 installments, with the final installment due in August 2007.
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.
 20 6% Convertible Unsecured Loan Notes
   F - 30




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##### 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
 2007
    
    
    2006£000
    
    
    £000Liability component at 1 April
    
    
    2,469
    
    
    
    3,480Interest charged
    
    
    41
    
    
    
    57Liability converted to equity
    
    
    (410
    )
    
    
    (1,068
    )Liability component at 31 March
    
    
    2,100
    
    
    
    2,469
    21 Obligations under Finance Leases
 Present value ofMinimum lease
    
    
    minimum leasepayments
    
    
    payments2007
    
    
    2006
    
    
    2007
    
    
    2006£000
    
    
    £000
    
    
    £000
    
    
    £000Amounts payable under finance leases:Within one year
    
    
    1,392
    
    
    
    733
    
    
    
    1,048
    
    
    
    623In the second to fifth years inclusive
    
    
    3,084
    
    
    
    1,392
    
    
    
    2,289
    
    
    
    1,2164,476
    
    
    
    2,125
    
    
    
    3,337
    
    
    
    1,839Less: future finance charges
    
    
    (1,139
    )
    
    
    (286
    )Present value of lease obligations
    
    
    3,337
    
    
    
    1,839
    
    
    
    3,337
    
    
    
    1,839Less: Amounts due for settlement within one year (shown
within current liabilities)
    
    
    
    
    
    
    
    
    
    
    (1,048
    )
    
    
    (623
    )Amount due for settlement after one year
    
    
    
    
    
    
    
    
    
    
    2,289
    
    
    
    1,216
 F - 31




---



##### Table of Contents



2007
    
    
    2006£000
    
    
    £000Sterling
    
    
    3,078
    
    
    
    1,754US dollars
    
    
    82
    
    
    
    Australian dollars
    
    
    177
    
    
    
    853,337
    
    
    
    1,839
  22 Derivative Financial Instruments
   2007
    
    
    2006£000
    
    
    £000Contracts with positive fair values:Forward foreign exchange contracts
    
    
    114
    
    
    
    Total financial assets
    
    
    114
    
    
    
    Contracts with negative fair values:Foreign exchange contracts
    
    
    
    
    
    
    136Derivative instrument liabilities
    
    
    
    
    
    
    136
   F - 32




---



##### Table of Contents



23 Share Capital
 2007
    
    
    2006Number of
    
    
    
    
    
    
    Number ofShares
    
    
    £000
    
    
    Shares
    
    
    £000AuthorisedOrdinary shares of 2p each
    
    
    475,000,000
    
    
    
    9,500
    
    
    
    350,000,000
    
    
    
    7,000Allotted,
called-up and fully paidOrdinary shares of 2p eachAt 1 April
    
    
    259,287,068
    
    
    
    5,186
    
    
    
    242,204,390
    
    
    
    4,844Allotted under share option schemes
    
    
    231,321
    
    
    
    5
    
    
    
    1,441,097
    
    
    
    29Cash placing and open offer
    
    
    58,715,544
    
    
    
    1,174
    
    
    
    
    
    
    
    Issued to AstraZeneca UK Ltd under CytoFab
outlicence agreement
    
    
    
    
    
    
    
    
    
    
    10,990,621
    
    
    
    220Issued in consideration of Glenveigh Pharmaceuticals
LLC in-licence agreement
    
    
    3,093,638
    
    
    
    62
    
    
    
    
    
    
    
    Issued as consideration for acquisition of MacroMed Inc.
    
    
    15,677,199
    
    
    
    314
    
    
    
    
    
    
    
    Conversion of 6% unsecured convertible loan notes
    
    
    1,828,572
    
    
    
    36
    
    
    
    4,650,960
    
    
    
    93Conversion of CoVaccine convertible loan note (note 20)
    
    
    295,413
    
    
    
    6
    
    
    
    
    
    
    
    At 31 March
    
    
    339,128,755
    
    
    
    6,783
    
    
    
    259,287,068
    
    
    
    5,186
 Share warrants
   F - 33




---



##### Table of Contents



Share options
  At 31
    
    
    
    
    
    
    
    
    
    
    
    
    
    At 31March
    
    
    
    
    
    
    
    
    
    
    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 - 34




---



##### Table of Contents



At 31At 1 April
    
    
    
    
    
    
    
    
    
    Cancelled
    
    March
    
    Exercise2005
    
    Granted
    
    Exercised
    
    or expired
    
    2006
    
    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$
    6.001 Mar 2004 to 1 Jan 2006
    
    
    70,000
    
    
    
    
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    58.508 Oct 2004 to 1 Jan 2006
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    23.25Approved25 July 1998 to 24 July 2005
    
    
    52,955
    
    
    
    
    
    
    
    
    
    
    
    52,955
    
    
    
    
    
    
    
    68.8328 Jan 2003 to 27 Jan 2010
    
    
    59,712
    
    
    
    
    
    
    
    10,467
    
    
    
    
    
    
    
    49,245
    
    
    
    37.5028 Feb 2004 to 27 Feb 2011
    
    
    328,000
    
    
    
    
    
    
    
    15,625
    
    
    
    20,375
    
    
    
    292,000
    
    
    
    43.5016 Feb 2009 to 15 Feb 2016
    
    
    
    
    
    
    25,401
    
    
    
    
    
    
    
    
    
    
    
    25,401
    
    
    
    93.50Unapproved22 June 2001 to 21 June 2008
    
    
    275,000
    
    
    
    
    
    
    
    105,000
    
    
    
    
    
    
    
    170,000
    
    
    
    46.0023 Dec 2001 to 22 Dec 2005
    
    
    5,305
    
    
    
    
    
    
    
    5,305
    
    
    
    
    
    
    
    
    
    
    
    45.0022 Dec 2002 to 21 Dec 2009
    
    
    525,000
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    485,000
    
    
    
    39.0027 Jan 2003 to 26 Jan 2010
    
    
    87,909
    
    
    
    
    
    
    
    
    
    
    
    812
    
    
    
    87,097
    
    
    
    37.502 Aug 2003 to 1 Aug 2010
    
    
    2,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,908
    
    
    
    28.5022 Feb 2004 to 21 Feb 2011
    
    
    1,370,000
    
    
    
    
    
    
    
    225,000
    
    
    
    
    
    
    
    1,145,000
    
    
    
    43.5016 Jan 2005 to 15 Jan 2012
    
    
    2,293,000
    
    
    
    
    
    
    
    106,000
    
    
    
    10,000
    
    
    
    2,177,000
    
    
    
    39.509 July 2005 to 8 July 2012
    
    
    500,000
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    350,000
    
    
    
    25.0014 Jan 2006 to 13 Jan 2013
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    21.0020 Jun 2006 to 19 Jun 2013
    
    
    1,110,000
    
    
    
    
    
    
    
    210,000
    
    
    
    
    
    
    
    900,000
    
    
    
    23.2524 Jun 2006 to 23 Jun 2013
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    23.001 Mar 2007 to 28 Feb 2014
    
    
    1,170,000
    
    
    
    
    
    
    
    220,000
    
    
    
    50,000
    
    
    
    900,000
    
    
    
    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)
    
    
    741,669
    
    
    
    
    
    
    
    
    
    
    
    25,194
    
    
    
    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)
    
    
    
    
    
    
    775,887
    
    
    
    
    
    
    
    12,222
    
    
    
    763,665
    
    
    
    2.0021 Dec 2008 to 20 Dec 2015
    
    
    
    
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    85,000
    
    
    
    78.50Savings related options1 Apr 2005 to 31 Oct 2005
    
    
    96,300
    
    
    
    
    
    
    
    83,700
    
    
    
    12,600
    
    
    
    
    
    
    
    37.501 Jan 2009 to 30 Jun 2009
    
    
    
    
    
    
    270,118
    
    
    
    
    
    
    
    
    
    
    
    270,118
    
    
    
    65.001 Jan 2011 to 30 Jun 2011
    
    
    
    
    
    
    401,738
    
    
    
    
    
    
    
    
    
    
    
    401,738
    
    
    
    65.00Protherics PLC option plan for Therapeutic
Antibodies Inc. employees27 Jan 2000 to 29 June 2008
    
    
    162,238
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,238
    
    
    175.0 to 312.010,358,846
    
    
    
    1,786,929
    
    
    
    1,441,097
    
    
    
    184,158
    
    
    
    10,520,520
 *
    
    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, and (7) 73.75p .+
    
    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 85.00p.
 F - 35




---



##### Table of Contents



Therapeutic Antibodies former employees and consultants
  24 Share Premium Account
 2007
    
    
    2006£000
    
    
    £000At 1 April
    
    
    86,770
    
    
    
    77,881Premium arising on issue of equity shares:Allotted under share option schemes
    
    
    94
    
    
    
    520Cash placing and open offer
    
    
    36,991
    
    
    
    Issued to AstraZeneca UK Ltd under CytoFab outlicense agreement
    
    
    
    
    
    
    7,280Issued in
consideration of Glenveigh Pharmaceuticals LLC in-licence
agreement
    
    
    2,227
    
    
    
    Issued as consideration for acquisition of MacroMed Inc.
    
    
    11,288
    
    
    
    Conversion of unsecured convertible loan notes
    
    
    683
    
    
    
    1,089Expenses on issue of equity shares
    
    
    (2,102
    )
    
    
    At 31 March
    
    
    135,951
    
    
    
    86,770
 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 2005
    
    
    4,844
    
    
    
    77,881
    
    
    
    
    
    
    
    51,163
    
    
    
    378
    
    
    
    (33
    )
    
    
    (107,662
    )
    
    
    26,571Currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    (158
    )Net expense recognised directly
in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    (158
    )Loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,488
    )
    
    
    (9,488
    )Total recognised loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158
    )
    
    
    (9,488
    )
    
    
    (9,646
    )New share capital subscribed
    
    
    249
    
    
    
    7,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,049Conversion of convertible loan
notes
    
    
    93
    
    
    
    1,089
    
    
    
    
    
    
    
    
    
    
    
    (115
    )
    
    
    
    
    
    
    
    
    
    
    1,067Employee share option scheme:Value of services provided
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    311
    
    
    
    311Balance at 31 March 2006
    
    
    5,186
    
    
    
    86,770
    
    
    
    
    
    
    
    51,163
    
    
    
    263
    
    
    
    (191
    )
    
    
    (116,839
    )
    
    
    26,352Currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    749
    
    
    
    
    
    
    
    749Net expense 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 (see note 28)
    
    
    
    
    
    
    
    
    
    
    1,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,289New loan notes issued (see note
20)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186
    
    
    
    
    
    
    
    
    
    
    
    186Conversion of convertible loan
notes
    
    
    37
    
    
    
    682
    
    
    
    
    
    
    
    
    
    
    
    (229
    )
    
    
    
    
    
    
    
    
    
    
    490Employee share option scheme:Value of services provided
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    703
    
    
    
    703Balance at 31 March 2007
    
    
    6,783
    
    
    
    135,951
    
    
    
    1,289
    
    
    
    51,163
    
    
    
    220
    
    
    
    558
    
    
    
    (119,493
    )
    
    
    76,471
 F - 36




---



##### Table of Contents



26 Operating Lease Commitments
 2007
    
    
    2006£000
    
    
    £000Minimum lease payments under operating leases
recognised in income for the year
    
    
    544
    
    
    
    488
  2007
    
    
    
    
    
    
    2006Vehicles,
    
    
    
    
    
    
    Vehicles,plant and
    
    
    
    
    
    
    plant andProperty
    
    
    equipment
    
    
    Property
    
    
    Equipment£000
    
    
    £000
    
    
    £000
    
    
    £000Within one year
    
    
    535
    
    
    
    14
    
    
    
    431
    
    
    
    16In the second to fifth years inclusive
    
    
    510
    
    
    
    18
    
    
    
    600
    
    
    
    16After five years
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    1,045
    
    
    
    32
    
    
    
    1,070
    
    
    
    32
  27 Capital and Other Financial Commitments
 2007
    
    
    2006£000
    
    
    £000Contracts placed for future capital expenditure not
provided in the financial statements
    
    
    581
    
    
    
    1,348
 28 Acquisition of Business Operations
 ®
  F - 37




---



##### Table of Contents



Book
    
    
    Fair value
    
    
    Fairvalue
    
    
    adjustment
    
    
    value£000
    
    
    £000
    
    
    £000Non-current assets:Intangible assets
    
    
    157
    
    
    
    12,051
    
    
    
    12,208Property, plant and 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)
   29 Share-Based Payments
     F - 38




---



##### 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
    %Company 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
    %Company performance criteria
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    None
    
    None
    
    
    (4
    )
 F - 39




---



##### 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
    
    
    
    58.29
    
    
    
    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
    %Company performance criteria
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )
    
    
    (4
    )Other awards11 Jan
    
    
    11 Jan
    
    
    12 Jan
    
    
    12 Jan
    
    
    12 Jun2006
    
    
    2006
    
    
    2007
    
    
    2007
    
    
    2006
    
    
    12 Jun
    
    
    12 JunShare-
    
    
    Share-
    
    
    Share-
    
    
    Share-
    
    
    Deferred
    
    
    2006
    
    
    2006Grant date
    
    save
    
    
    save
    
    
    save
    
    
    save
    
    
    bonus
    
    
    Individual
    
    
    IndividualShare price at grant date (p)
    
    
    86.00
    
    
    
    86.00
    
    
    
    75.50
    
    
    
    75.50
    
    
    
    85.00
    
    
    
    85.00
    
    
    
    85.00Exercise price (p)
    
    
    65.00
    
    
    
    65.00
    
    
    
    58.00
    
    
    
    58.00
    
    
    
    2.00
    
    
    
    85.00
    
    
    
    85.00Number of employees
    
    
    38
    
    
    
    35
    
    
    
    14
    
    
    
    9
    
    
    
    8
    
    
    
    (5)
    
    
    
    (5)Shares under option
    
    
    270,118
    
    
    
    401,738
    
    
    
    68,424
    
    
    
    115,749
    
    
    
    109,806
    
    
    
    40,000
    
    
    
    40,000Fair value (p)
    
    
    37.20
    
    
    
    44.09
    
    
    
    32.59
    
    
    
    39.81
    
    
    
    83.18
    
    
    
    26.16
    
    
    
    28.80Dividends yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting period (years)
    
    
    3
    
    
    
    5
    
    
    
    3
    
    
    
    5
    
    
    
    2
    
    
    
    1.5
    
    
    
    2Expected volatility
    
    
    41.2
    %
    
    
    40.9
    %
    
    
    39.6
    %
    
    
    41.8
    %
    
    
    42.7
    %
    
    
    42.7
    %
    
    
    42.7
    %Option life (years)
    
    
    3.5
    
    
    
    5.5
    
    
    
    3.5
    
    
    
    5.5
    
    
    
    10
    
    
    
    2.5
    
    
    
    3Expected life (years)
    
    
    3
    
    
    
    5
    
    
    
    3
    
    
    
    5
    
    
    
    5
    
    
    
    2.5
    
    
    
    3Risk free rate
    
    
    4.10
    %
    
    
    4.10
    %
    
    
    5.18
    %
    
    
    5.04
    %
    
    
    4.59
    %
    
    
    4.59
    %
    
    
    4.59
    %Company performance criteria
    
    None
    
    None
    
    None
    
    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.(5)
    
    Granted to non-employee. F - 40




---



##### Table of Contents



2007
    
    
    2006Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    Averageoption
    
    
    
    
    
    
    optionprice
    
    
    
    
    
    
    priceNumber
    
    
    pence
    
    
    Number
    
    
    penceOutstanding at 1 April
    
    
    10,912,449
    
    
    
    57.53
    
    
    
    10,866,664
    
    
    
    60.96Granted
    
    
    3,164,081
    
    
    
    26.39
    
    
    
    1,786,929
    
    
    
    34.30Exercised
    
    
    (231,321
    )
    
    
    42.63
    
    
    
    (1,441,097
    )
    
    
    38.05Cancelled or expired
    
    
    (732,992
    )
    
    
    309.93
    
    
    
    (300,047
    )
    
    
    137.01Outstanding at 31 March
    
    
    13,112,217
    
    
    
    36.17
    
    
    
    10,912,449
    
    
    
    57.53Exercisable at 31 March
    
    
    6,994,677
    
    
    
    43.54
    
    
    
    5,956,267
    
    
    
    76.64
 2007
    
    
    2006Weighted
    
    
    
    
    
    
    Weighted average
    
    
    Weighted
    
    
    
    
    
    
    Weighted averageaverage
    
    
    
    
    
    
    remaining life
    
    
    average
    
    
    
    
    
    
    remaining lifeRange of
    
    option
    
    
    Number
    
    
    
    
    
    
    
    
    
    
    optionexercise
    
    price
    
    
    of
    
    
    Expected
    
    
    Contractual
    
    
    price
    
    
    Number of
    
    
    Expected
    
    
    Contractualprices
    
    pence
    
    
    shares
    
    
    Years
    
    
    Years
    
    
    pence
    
    
    shares
    
    
    Years
    
    
    YearsBelow 20p
    
    
    2.0
    
    
    
    3,625,088
    
    
    
    4.0
    
    
    
    9.0
    
    
    
    2.0
    
    
    
    1,593,925
    
    
    
    4.3
    
    
    
    9.320p  40p
    
    
    34.9
    
    
    
    4,593,929
    
    
    
    0.3
    
    
    
    4.6
    
    
    
    35.0
    
    
    
    4,696,250
    
    
    
    0.9
    
    
    
    5.640p  60p
    
    
    50.2
    
    
    
    3,053,833
    
    
    
    0.9
    
    
    
    5.0
    
    
    
    50.0
    
    
    
    3,167,000
    
    
    
    1.5
    
    
    
    6.360p  80p
    
    
    68.9
    
    
    
    1,557,878
    
    
    
    3.9
    
    
    
    7.0
    
    
    
    65.5
    
    
    
    871,856
    
    
    
    4.1
    
    
    
    5.680p  100p
    
    
    86.9
    
    
    
    115,401
    
    
    
    3.3
    
    
    
    4.8
    
    
    
    93.5
    
    
    
    25,401
    
    
    
    4.9
    
    
    
    9.9Above 100p
    
    
    216.8
    
    
    
    166,088
    
    
    
    
    
    
    
    1.2
    
    
    
    434.7
    
    
    
    558,017
    
    
    
    
    
    
    
    0.7
  30 Retirement Benefit Schemes
   F - 41




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##### Table of Contents



31 Notes to the Consolidated Cash Flow Statements
  2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Loss for the year
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )Tax
    
    
    (259
    )
    
    
    (75
    )
    
    
    (296
    )Finance costs
    
    
    417
    
    
    
    431
    
    
    
    655Finance income
    
    
    (1,155
    )
    
    
    (401
    )
    
    
    (236
    )Operating loss
    
    
    (4,354
    )
    
    
    (9,533
    )
    
    
    (1,658
    )Adjustments for:Change in fair value of derivatives
    
    
    (250
    )
    
    
    531
    
    
    
    248Deferred grant income
    
    
    (111
    )
    
    
    (78
    )
    
    
    (48
    )Non cash revenues
    
    
    
    
    
    
    
    
    
    
    (110
    )Share-based payment costs
    
    
    703
    
    
    
    311
    
    
    
    237Depreciation of property, plant and equipment
    
    
    1,373
    
    
    
    1,391
    
    
    
    1,464Amortisation of intangible fixed assets
    
    
    135
    
    
    
    114
    
    
    
    111Loss on disposal of property, plant and equipment
    
    
    634
    
    
    
    108
    
    
    
    162Operating cash flows before movements in working capital
    
    
    (1,870
    )
    
    
    (7,156
    )
    
    
    406Decrease / (increase) in inventories
    
    
    131
    
    
    
    1,903
    
    
    
    (3,032
    )(Increase) / decrease in receivables
    
    
    (10,575
    )
    
    
    (1,135
    )
    
    
    44(Decrease) / increase in payables
    
    
    (3,737
    )
    
    
    18,997
    
    
    
    (472
    )Net cash (outflow) / inflow from operating activities
    
    
    (16,051
    )
    
    
    12,609
    
    
    
    (3,054
    )
    32 Related Party Transactions
   F - 42




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##### Table of Contents



33 Differences between IFRS as adopted by the European Union and U.S. Generally Accepted Accounting Principles
  (a) Acquisitions occurring in fiscal years ended 31 March 1998 or prior
  (b) Acquisition of Enact Pharma PLC
   F - 43




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(c) Stock compensation plans
      (d) Revenue recognition
 ® ®
  F - 44




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(e) Accounting for derivative instruments and hedging activities
     (f) Compound financial instruments
   (g) Acquisition of MacroMed
    F - 45




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##### Table of Contents



(h) Acquisition of in-process research and development
  (i) Other miscellaneous differences between IFRS and U.S. GAAP
  (j) Effect on net loss of differences between IFRS and U.S. GAAP
 Year ended 31 March2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Net (loss) under IFRS
    
    
    
    
    
    
    (3,357
    )
    
    
    (9,488
    )
    
    
    (1,781
    )U.S. GAAP reconciling adjustments:Revenue recognition
    
    
    (d
    )
    
    
    1,938
    
    
    
    (3,117
    )
    
    
    (4,593
    )Stock compensation plans
    
    
    (c
    )
    
    
    (145
    )
    
    
    292
    
    
    
    (352
    )Derivative instruments and hedging activities
    
    
    (e
    )
    
    
    
    
    
    
    
    
    
    
    (626
    )6% unsecured convertible loan notes
    
    
    (f
    )
    
    
    27
    
    
    
    28
    
    
    
    In-process research and development  MacroMed
    
    
    (g
    )
    
    
    (12,206
    )
    
    
    
    
    
    
    In-process research and development  other
    
    
    (h
    )
    
    
    (6,594
    )
    
    
    
    
    
    
    Other miscellaneous differences between IFRS and U.S. GAAP
    
    
    (i
    )
    
    
    (2
    )
    
    
    (226
    )
    
    
    (40
    )Net (loss) under U.S. GAAP
    
    
    
    
    
    
    (20,339
    )
    
    
    (12,511
    )
    
    
    (7,392
    )Net (loss) per ordinary share (basic and diluted)
    
    
    
    
    
    
    (7.1p
    )
    
    
    (5.1p
    )
    
    
    (3.3p
    )
 (k) Effect on equity shareholders funds of differences between IFRS and U.S. GAAP
 Year ended 31 March2007
    
    
    2006
    
    
    2005£000
    
    
    £000
    
    
    £000Equity Shareholders funds under IFRS
    
    
    
    
    
    
    76,471
    
    
    
    26,352
    
    
    
    25,969Adjustments:Revenue recognition
    
    
    (d
    )
    
    
    (10,010
    )
    
    
    (11,948
    )
    
    
    (8,831
    )Acquisition of Enact
    
    
    (b
    )
    
    
    (9,199
    )
    
    
    (9,199
    )
    
    
    (9,199
    )Stock compensation plans
    
    
    (c
    )
    
    
    259
    
    
    
    405
    
    
    
    105Derivative instruments and hedging activities
    
    
    (e
    )
    
    
    
    
    
    
    
    
    
    
    3956% unsecured convertible loan notes
    
    
    (f
    )
    
    
    (101
    )
    
    
    (158
    )
    
    
    Acquisition of MacroMed
    
    
    (g
    )
    
    
    (13,050
    )
    
    
    
    
    
    
    In process research and development  other
    
    
    (h
    )
    
    
    (6,594
    )
    
    
    
    
    
    
    Other miscellaneous differences between IFRS and U.S. GAAP
    
    
    (i
    )
    
    
    
    
    
    
    2
    
    
    
    152Equity Shareholders funds under U.S. GAAP
    
    
    
    
    
    
    37,776
    
    
    
    5,454
    
    
    
    8,591
 F - 46




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(l) Recently issued accounting pronouncements
      F - 47