for the artists 
of beauty
sinclair is pharma plc 
annual report and accounts 2014
sinclair is pharma plc
1st floor whitfield court
30–32 whitfield street
london w1t 2rq
united kingdom
tel 44 20 7467 6920
fax 44 20 7467 6930
sinclair is pharma plc annual report and accounts 2014 what’s inside 
this annual 
report
sinclair is pharma is a global dermatology 
business with a broad range of brands in the 
areas of aesthetics wound care and skin care
sinclairispharmacom
 01 highlights
 
strategic report 
 02 at a glance
 04 year in review
 06 chairman’s statement
 08 focus on aesthetics
 10 chief executive’s review
 12 review of operations
 16 focus on production pipeline
 18 finance review
 20 principal risks and uncertainties
 
governance 
 22 board of directors and senior management
 24 directors’ report
 27 statement of directors’ responsibilities
 28 corporate governance report
 32 remuneration report
 
financial statements 
 51 independent auditors’ report
 54 consolidated income statement  
  and consolidated statement of  
  comprehensive income
 55 consolidated balance sheet
 56 company balance sheet
 57 consolidated statement of changes  
  in shareholders’ equity
 58 company statement of changes  
  in shareholders’ equity
 59 cash flow statements
 60 notes to the financial statements
 ibc advisers
04
y ear in review
acquisitions of silhouette
®
 ellansé™  
and perfectha
®

02
at a glance
10
chief executives 
review
chris spooner’s review of the year
08
strategy in action
a focus on our aesthetic brands and the 
major growth opportunities they present in 
our european and international markets
an overview of our business geography 
products and operations sinclair is pharma plc annual report and accounts 2014
01
0
10
20
30
40
50
60
70
fy14 fy13 fy12 fy11 fy10 fy09
1
annual revenue £m
ebitda £m ebitda margin 
60
40
20
00
20
40
60
80
100
120
fy14 fy13 fy12 fy11 fy10 fy09
ebitda margin progression
20
15
10
5
0
5
10
15
20
highlights
2014
financial highlights
revenue increased by 15 to £636m 2013 £554m
likeforlike
1
 revenue growth of 4
adjusted ebitda
2
 growth of 39 to £100m 2013 £7 2m
operating loss falls by 88 to £18m 2013 £153m
loss per share falls to 12p 2013 41p
 net debt at year end of £402m 28x ebitda on a pro forma basis  
including acquisitions
3
operating highlights
acquisitions of obvieline sas aqtis medical bv and silhouette lift sl rapidly 
integrated to create a marketleading aesthetics portfolio
dermatology 81 of revenues international 40 of revenues
flammacerium
®
 awarded us orphan drug status
1 likeforlike ‘lfl’ revenues exclude product disposals oneoff licence fee income and currency fluctuations
2  adjusted ebitda defined as earnings before interest tax depreciation amortisation sharebased payments exceptional items 
and loss from discontinued operations
3  pro forma ebitda reflects a full year contribution for obvieline sas aqtis medical bv and silhouette lift sl as if they were 
acquired on 1 july 2014
1 fy09 excludes oneoff licence fees of £63m sinclair is pharma plc annual report and accounts 2014
02
strategic report
1
 
france £129m
2
 
uk £100m
3
  
germany £53m
4
  
italy £51m
5
  
spain £47m
1
2
3
4
5
£380m
1
 
apac £103m
2
  
intercontinental £153m
1
2
£256m
sinclair is pharma
at a glance
revenue by geography 
international
europe sinclair is pharma plc annual report and accounts 2014
03
indication atopic dermatitis
type medical device
rights worldwide excluding us
patent protected yes
2014 sales 33 lfl growth
1
£27m
indication acne
type cosmetic
rights worldwide
patent protected yes
2014 sales 9 lfl growth
1
£20m
indication stretch marks
type cosmetic
rights worldwide
patent protected no
2014 sales 67 lfl growth
1
£23m
skin care
flamma franchise
indication burns and severe burns
type drug
rights  substantially worldwide
2
patent protected  no
2014 sales 14 lfl growth
1
£74m
wound care
indication mouth ulcers
type medical device
rights worldwide
patent protected yes
2014 sales 1 lfl growth
1
£46m
key products
aesthetics
1  likeforlike ‘lfl’ revenues exclude product disposals oneoff licence fee income and currency fluctuations
2 excludes uk and italy in particular
2014 sales 4 lfl growth
1
£77 m
scar reduction
type medical device
rights worldwide excluding us
patent protected yes
kelocote
®
2014 sales 71 lfl growth
1
£39m
hyaluronic acid filler
type medical device
rights worldwide excluding us
patent protected yes
perfectha
®
2014 sales 15 lfl growth
1
£13m
collagen stimulating filler
type medical device
rights worldwide
patent protected yes
ellansé
™
2014 sales 10 lfl growth
1
£72m
collagen stimulator
type medical device
rights western europe
patent protected no
sculptra
®
2014 sales 56 lfl growth
1
£08m
collagen stimulating suture and cones
type medical device
rights worldwide
patent protected yes
silhouette
® sinclair is pharma plc annual report and accounts 2014
04
strategic report
aesthetics
 ■ aesthetic acquisitions have transformed sinclair creating  
a major opportunity in fast growing global markets
 ■ dermatology now 81 of revenues and 73 of sales from 
private pay products 
 ■ country operations back to growth in h2 helped by  
acquired brands
 ■ international operations grew 29 lfl in h2 following decline in 
h1 with strong growth in apac
 ■ strong product pipeline with flammacerium
®
 granted orphan 
drug status in us
silhouette
®
 ■ sinclair acquired silhouette lift sl in 
may 2014 for a maximum consideration 
of 117m including an upfront payment 
of 24m with future milestones and 
royalties of up to 93m
 ■ unique patented polyllactic acid 
‘plla’ bidirectional cones on 
resorbable suture providing instant 
facelift and collagen stimulation lasting 
18–24 months
 ■ patient is awake most other thread 
procedures under general anaesthetic 
and minimally invasive procedure takes 
under one hour with limited patient 
downtime
 ■ european distribution already inhouse 
in uk and additional markets to follow  
in 2015
 ■ key international markets – south 
korea japan thailand indonesia 
middle east – through distributors
 ■ silhouette
®
 contributed sales of  
£08m to fy14 post acquisition 
year in review sinclair is pharma plc annual report and accounts 2014
05
 ■ flammacerium
®
 for treatment of severe 
burns was granted orphan drug status 
by us fda in march 2014
 ■ orphan drug status provides 
accelerated review timelines and 
reduced approval costs
 ■ opportunity for us approval in an 
accelerated timeframe based on a large 
body of existing clinical data presents  
a significant opportunity to treat patients 
too ill to receive skin grafts
 ■ kelostretch
®
 continued its strong 
growth in apac under the glyderm
®
 
brand with sales up 80 lfl 
benefiting from launches in singapore 
philippines and vietnam
 ■ atopiclair
®
 and papulex
®
 continued 
their strong growth record in apac 
with regional sales growing 44 and 
39 lfl respectively
perfectha
®
 ■ perfectha
®
 acquired in january 2014 for 
a consideration of up to €322m 
 ■ range of five latest generation biphasic 
hyaluronic acid ‘ha’ volumising  
fillers for the treatment of wrinkles  
and facial contours quick safe and 
easy procedure
 ■ 90 sales from emerging markets 
using distributor model
 ■ perfectha
®
 already brought inhouse in 
europe to capture margin and improve 
direct sales force productivity
 ■ sinclair has increased production 
capacity in lyon france and  
optimised the viscoelastic properties 
of the product
 ■ perfectha
®
 contributed sales of £39m 
in fy14 post acquisition
ellansé
™
 ■ ellansé™ acquired in march 2014 for  
an initial €166m with a maximum 
consideration up to €466m including 
milestones linked to sales targets and 
product approval in us
 ■ next generation polycaprolactone 
‘pcl ’ collagen stimulating 
microspheres pcl is used in ce and 
fda approved medical devices for  
over 20 years and is fully resorbable 
 ■ ellansé™ has clear benefits relative to 
its competitors combining immediate 
correction and instant volumisation with 
an unrivalled lifespan up to four years
 ■ european sales and marketing brought 
inhouse since acquisition key 
international markets of south korea 
japan russia mexico middle east are 
served through distributors 
 ■ ellansé™ contributed sales of £13m  
to fy14 post acquisition 
wound care skin care sinclair is pharma plc annual report and accounts 2014
06
strategic report
1
to focus the business on 
commercialising
fewer larger assets and developing single brand  
names globally whilst reducing the number of  
noncore products
2
to push aggressively into  
emerging markets
with global partners who can provide muscle to help  
us achieve rapid growth
3
to reduce spend on general overheads 
and inhouse product development and to increase 
expenditure on commercialising and developing our global 
brands supported by line extensions to increase the 
breadth and penetration of these brands
4
to drive profits from the operating 
leverage 
provided by our high quality sales platform by increasing 
sales volumes and identifying compatible product 
acquisitions and licensing opportunities
chairman’s statement
this was achieved despite currency 
headwinds and the hesitant post economic 
crisis recovery within our core european 
markets which restricted lfl growth to 
4
we continue to pursue the core elements of 
a strategy outlined upon the arrival of chris 
spooner as chief executive officer four 
years ago
the consistent prioritisation of these 
strategic goals has resulted in steadily 
increasing profitability in recent years in 
particular improving operating leverage has 
resulted in a strong increase in our adjusted 
ebitda margin up to 16 from 13 last 
year and 1 1 in 201 112 we expect to 
continue to improve margins in the current 
year and beyond the fixed costs of a high 
quality fully integrated pan european sales 
force are significant but as major new 
products are added to the platform a 
significant part of the incremental gross 
margin falls to the bottom line in 201314 
the most important contributor to our 
improved ebitda margin was the first full 
year of sculptra
®

during the year the board reviewed a 
number of opportunities to exploit our 
platform further we concluded that the 
fastest growing part of our business is 
aesthetics where we came into the last 
financial year with a capable well trained 
sales force but lacking critical mass in 
product offering aesthetics is a higher 
growth segment than our traditional derma 
markets and minimally invasive medicinal 
quality aesthetics is a natural adjunct to our 
existing high quality derma franchise
your company again delivered a result in line with 
board and city expectations albeit with a slightly 
greater than expected second half weighting with 
sales up by 15 to £636m and adjusted ebitda 
up by 39 to £100m
grahame cook
chairman sinclair is pharma plc annual report and accounts 2014
07
we decided during the year to seize this 
opportunity and we were delighted to  
be able to persuade the owners and 
management of three very exciting and 
innovative aesthetics companies that 
sinclair’s distribution platform would 
provide the most effective and dynamic 
way for their products rapidly to reach a 
global market 
in january 2014 we completed the 
acquisition of obvieline sas perfectha
®
 
followed in march 2014 by aqtis medical 
bv ellansé™ and in may 2014 by 
silhouette lift sl three differentiated fast 
growing aesthetics companies which now 
give us the ability to create a unique and 
compelling patent lifecycle approach to 
noninvasive facial rejuvenation the 
majority of dermal filler procedures in our 
key territories involve the use of hyaluronic 
acid ‘ha’ gel and as a differentiated 
biphasic ha the perfectha
®
 range 
addresses this demand ellansé™ 
resorbable pcl microspheres is a unique 
nextgeneration collagen stimulator and 
silhouette
®
 is the only coneonsuture lift
volumiser in the industry
all three acquired companies have now 
been integrated into the global operations 
of sinclair they contributed an aggregate 
of nearly £60m of sales in their  
respective post acquisition periods and  
we expect them to be significant profit 
contributors in the coming year ellansé™ 
and perfectha
®
 use a distributoronly 
model with 90 of sales in emerging 
markets we expect to capture higher 
margins on higher sales using our direct 
sales forces in europe
we believe in a ‘mixed’ dermatology 
model in our view sinclair’s heritage and 
pharmaceutical standards in medicinal 
dermatology have been a key success 
factor in quickly creating a trusted 
reputation in a lessregulated aesthetics 
industry commercially however a higher 
proportion of aesthetics sales have 
buoyed sinclair’s move into higher 
growth nonreimbursable products 
where we and our distribution partners 
can be pricesetters with beneficial 
effects on our gross margin 
we paid particular care to the structuring 
and financing of these transactions to limit 
dilution and manage risk we raised 
£595m of debt through a new five year 
debt facility and £200m of equity during 
the year in order to finance the acquisitions 
sinclair ended the year with net debt of 
£402m – a multiple of 28x proforma 
ebitda and below expectations set at the 
time of the placing a significant part of the 
consideration for each acquisition will only 
be paid upon the achievement of specific 
milestones this will make the majority of 
stage payments selffinancing and means 
that each acquisition has been earnings 
accretive from the date of acquisition
the company’s move to focus our portfolio 
has continued with the disposals of 
effederm xclair salinum and sst 
subsequently cryogesic has been sold for 
£11m and further disposals are anticipated 
in fy15 we also remain alert for partnering 
and comarketing opportunities 
increasingly with fewer larger partners and 
we are in particular currently focusing on 
developing an appropriate strategy for the 
us where opportunities for a number of 
our products are significant we have 
announced the appointment to the board of 
jeff thompson as a nonexecutive director 
who has many years’ experience of us 
dermatology markets gained through his 
time at stiefel laboratories inc where he 
was chief operating officer at the time  
it was acquired by glaxosmithkline plc  
for 29 billion 
your company is now better placed than at 
any time in its history to increase revenues 
and profits substantially and we are 
confident about the current year we have 
made three highly promising acquisitions 
during the year and now have six global 
brands with significant potential we remain 
in the early stages of a comprehensive 
multicountry multiproduct strategy which 
we believe will deliver significant value  
for shareholders i would like to thank 
shareholders for their continued support
grahame cook
chairman sinclair is pharma plc annual report and accounts 2014
08
strategic report
0
20
40
60
80
100
revenue by division 
fy12 fy15e
aesthetics skin care wound care non derm
increasing focus on aesthetics
revenue by geography 
0
20
40
60
80
100
and international markets
europe apac mena cee other
fy12 fy15e
strategy in action
50
aesthetics expected to be over 50  
of sinclair revenues in fy15
focus on 
aesthetics 
aesthetic brands 
perfectha
®
  sculptra
®
  ellansé™  silhouette
®
  kelocote
®
 ■ patients want natural facial rejuvenation treatments which are safe and completed quickly
 ■ sinclair’s broad portfolio leads the market in facial rejuvenation through collagen 
stimulation
 ■ ha fillers are used in around 90 of aesthetic dermal filler procedures today perfectha’s
®
 
range of latest generation ha fillers provides critical mass for sinclair in global aesthetic 
markets
aesthetics expected to be over 50 of sinclair’s revenues in fy15 with strong
growth in all regions resulting in a sharp acceleration of group sales growth
combination of high gross margin with focused sales and marketing drives 
operating leverage
growth opportunities – europe
 ■ sales forces upgraded in all markets with strong incentivisation plan
 ■ consolidation of ellansé™ and silhouette
®
 distribution partners
 ■ over 600 physician training workshops planned across eu5 in fy15
growth opportunities – international
 ■ real presence in key aesthetic territories – south korea brazil russia
 ■ sinclair’s direct presence planned for south korea with ambitions in brazil and us
 ■ strong 2015 launch schedule and china regulatory filings for ellansé™ perfectha
®
 
and silhouette
®
 ■ silhouette instalift
®
 file submitted in us with us launch plans under way
 ■ silhouette
®
 russian rights expected to be acquired q4 2014 sinclair is pharma plc annual report and accounts 2014
09
silhouette soft
®
 patented polyllactic acid ‘plla’ 
bidirectional cones on resorbable suture providing instant 
facelift and collagen stimulation sinclair is pharma plc annual report and accounts 2014
10
strategic report
chief executive’s review
“ three gamechanging acquisitions during fy14 have transformed 
sinclair with approximately half its revenue derived from aesthetics 
and international sinclair is recognised both as a leader in facial 
rejuvenation and a presence in emerging dermatology markets  
we expect revenue and profitability to accelerate this year driven  
by demand for our innovative products and supplemented by  
new product registrations and the potential to consolidate  
recently acquired distribution agreements”
sinclair generated £100m adjusted 
ebitda
1
 for fy14 on sales of £636m 
likeforlike ‘lfl ’ revenues excluding 
product disposals oneoff license income 
and currency fluctuations grew by 44 
with strong h2 lfl growth of 131 after 
the 75 lfl decline in h1 ebitda was at 
the upper end of expectations after a strong 
performance in aesthetics further helped by 
better than expected initial contributions 
from the three aesthetic brands perfectha
®
 
ellansé™ and silhouette
®
 all acquired 
during the second half 
the creation of a highly differentiated fast 
growing aesthetics portfolio enabled 
sinclair to make important strategic and 
operational advances during the year and 
aesthetics in fy14 represented one third of 
group revenues the rapid expansion of the 
group’s aesthetic business in high volume 
growth markets and the ability to set price 
continues to drive operating margins with 
73 of revenues in the year from private 
pay products 2013 62 this combined 
with sinclair’s fully integrated pan european 
structure resulted in increased operating 
leverage and a fifth successive increase in 
ebitda margin
2
 to 16 during the financial 
year 
aesthetics and acquisitions 
sinclair’s aesthetics strategy is centred on 
facial rejuvenation through collagen 
stimulation products which have amongst 
the highest growth rates in the dermal filler 
sector and so far account for around 10 
of procedures in sinclair’s key markets ha 
fillers currently dominate the market and the 
acquisition of the perfectha
®
 range of ha 
fillers in january 2014 was the first of three 
significant new brands added to sinclair’s 
aesthetic portfolio in fy14 providing critical 
mass for the group in aesthetics 
perfectha
®
 contributed revenues of £39m 
in the second half compared with £24m 
for h2 fy13 preacquisition and was ahead 
of management expectations 
ellansé™ and silhouette
®
 both next
generation collagen stimulators 
complement sculptra
®
 and strongly 
enhance sinclair’s competitive position in 
the global aesthetics market ellansé™ 
which provides immediate volumisation  
and silhouette
®
 a unique patented product 
giving an instant facelift have continued 
their recent rapid growth in emerging 
markets particularly asia with ellansé™ 
contributing £13m to group revenues in its 
first three months and silhouette
®
 £08m 
since it was acquired in may sculptra
®
 
made good progress during the year with 
lfl sales growth of 1 1 as a result of the 
extensive doctor training programme which 
continued throughout the year 
chris spooner 
chief executive 
officer
 ■ strong growth outlook for aesthetics  
in all regions
 ■ european recovery continues 
international scale and growth 
prospects boosted by aesthetics
 ■ significant pipeline with major  
us opportunities
 ■ acceleration expected in fy15 
operating cash flow
 ■ good start to fy15 including perfectha
®
 
ellansé™ and silhouette soft
® sinclair is pharma plc annual report and accounts 2014
11
the integration of perfectha
®
 ellansé™ and 
silhouette
®
 was completed quickly and 
necessitated a number of organisational 
changes to reflect the increasing scale  
of the group’s activities in addition 
improvements have already been made to 
optimise manufacturing processes and 
reduce costs both perfectha
®
 and 
ellansé™ distribution has been taken 
inhouse across europe together with 
silhouette
®
 in the uk silhouette
®
 russian 
rights are expected to be acquired in q4 
2014 inline with initial guidance multiple 
new hires across sinclair’s pan european 
sales force preceded intensive prelaunch 
technical sales training on the new brands 
sinclair has created a very significant 
commercial opportunity in aesthetics  
in particular its dominant position in the 
future of facial rejuvenation through 
collagen stimulation and as a result  
it is the focus of the group’s marketing 
resource the board has ambitions  
to create direct affiliates in leading 
aesthetic markets notably korea the  
us and potentially brazil contractual 
rights in korea will likely facilitate such  
a move during fy15 while the timing  
of any us move will be dictated by 
regulatory timelines 
the group continues its policy of focusing 
its portfolio on a smaller number of 
dermatology brands disposals of effederm 
and xclair were made during the year for 
aggregate consideration of £10m in 
excess of a 2x sales multiple
development 
sinclair’s development strategy is to focus 
on line extensions and the geographical 
development of its existing brands the 
acquisitions of ellansé™ and silhouette 
during the year provide significant scope in 
the us silhouette lift
®
 is already approved 
in the us and it is hoped that silhouette 
instalift
®
 will be approved relatively quickly 
via a 510k submission to the fda made in 
july 2014 us clinical trials for ellansé™ are 
expected to commence in 2015 whilst in 
europe ellansé™ and perfectha
®
 lidocaine 
formulations are timetabled for submission 
in q2 2015 
flammacerium
®
 was granted orphan drug 
designation in march 2014 by the us fda 
for the treatment of patients with severe 
dermal burns sinclair is optimistic to 
receive us approval in an accelerated 
timeframe as a result of the large body of 
existing clinical data us approval would  
be expected to provide material upside to 
sinclair’s earnings in future 
atlean
®
 is a combined collagen stimulator 
and ha filler for the treatment of the lower 
face and was acquired from gsk during 
the period it has been offmarket for 
around two years and reregistration is 
slated for q2 2015 
the development of aloclair ultra
®
 
potentially the first twiceperday mouth 
ulcer treatment is complete with launch 
targeted for q2 2015 
outlook 
operational objectives for this year are 
focused on revenue and profit delivery in 
europe the buildout of dedicated aesthetic 
sales and marketing operations is complete 
alongside the introduction of new sales 
force incentive schemes and intensive 
physician training programmes aesthetic 
brands are expected to make up over  
50 of sinclair’s revenues in fy15 with 
significant growth anticipated in all regions 
sinclair has enjoyed a strong start to fy15 
with a stepup in growth and profitability 
driven by both the acquired brands and 
operating leverage
1  adjusted ebitda defined as earnings before interest 
tax depreciation amortisation share based payments 
exceptional items and loss from discontinued operations 
hereafter always referenced as ebitda 
2  ebitda margin defined as the ratio of adjusted ebitda 
to revenue  sinclair is pharma plc annual report and accounts 2014
12
strategic report
review of operations
country operations – revenue
2013 £349m
2013 £123m
£129m
france – revenue
£380m
a major improvement in lfl sales over the previous year in france 
and the uk which together account for 60 of western european 
revenues was due to the growing importance of sinclair’s distinctive 
aesthetics portfolio 
aesthetics accounted for over 40 of international sales in fy14 and 
this share is set to increase markedly over the next financial year as a 
result of the recent acquisitions
sinclair’s aesthetic portfolio now provides 
the core products for our operations  
the board and executive management 
continue to monitor performance on a 
regional basis with segments split into 
country operations consisting of  
the group’s direct sales capability in the  
top five eu markets and international 
operations where the group sells 
through local distributors
country operations
a major improvement in lfl sales over the 
previous year in france and the uk which 
together account for 60 of western 
european revenues was due to the 
growing importance of sinclair’s distinctive 
aesthetics portfolio aesthetics revenues 
grew over 80 in fy14 with the 
acquisitions during the year of perfectha
®
 
ellansé™ and silhouette
®
 and represented 
30 of country operations revenues 
problems with a distributor in spain were 
solved and continued weakness in 
noncore products in germany both 
masked the effect of the continued growth 
of sculptra
®
 and encouraging launches of 
the acquired aesthetic brands
france
the move to focus the group’s marketing 
and sales strategy on aesthetics resulted 
in a 3 lfl sales improvement in france 
during the period against an 8 decline 
the previous year and despite the 
lacklustre french economy launches of 
perfectha
®
 and ellansé™ took place in  
h2 and it is intended to bring sales of 
silhouette
®
 inhouse during h1 fy15
the buildout of a new six strong hospital 
sales team concentrating on kelocote
®
 
and newfill
®
 resulted in growth rates of 
22 and 10 respectively 25000 
patients in france have facial lipoatrophy 
associated with hiv and to date 2000 have 
been treated with newfill
®
 the recent 
publication in bmc infectious diseases of a 
study involving over 4000 individuals which 
confirmed the improvement in quality of life 
from the use of newfill
®
 in hivpositive 
patients adds credibility to the decision to 
directly promote sculptra
®
 continued to 
make progress with sales increasing 15 
in the period and has been well represented 
at key industry events including the 12th 
antiageing medicine world congress  
in monaco alongside perfectha
®
 sinclair is pharma plc annual report and accounts 2014
13
2013 £47m
£53m
germany – revenue
2013 £45m
£51 m
italy – revenue
2013 £86m
£100m
united kingdom – revenue
uk
uk operations returned to growth in fy14 
5 lfl with sculptra
®
 increasing sales 
by 13 lfl the uk sales force was 
significantly improved by the addition of  
six experienced specialist aesthetic sales 
people full adoption of the keogh report 
guidelines on doctor training generated 107 
sculptra
®
 training workshops around the 
uk in the period sculptra
®
 will continue to 
be actively marketed alongside the three 
new aesthetic brands in fy15
perfectha
®
 was successfully launched in 
march 2014 initially targeting larger ha  
filler users in major clinics with excellent 
feedback on range and ease of use from 
aesthetic doctors ellansé™ and silhouette
®
 
were brought inhouse from their existing 
distributors and relaunched just prior to the 
end of the financial year
variquel
®
 50 lfl recovered from the 
threat of generic competition in the previous 
year and the launch of a premixed solution 
led to a successful tender outcome with 
similar opportunities in fy15
germany
sculptra
®
 sales reached £10m 23 
lfl after a successful programme of 
training workshops for aesthetic doctors and 
dermatologists in the major german cities 
both sales and marketing teams were further 
improved with the addition of a number of 
key hires from major competitors as a result 
both perfectha
®
 and ellansé™ were brought 
inhouse and successfully launched prior to 
year end silhouette
®
 sales will continue to 
be managed by its established distributor in 
the immediate future
sculptra
®
 success was offset by continued 
weakness in noncore products mainly 
haemopressin 12 lfl due to ongoing 
price pressures in the german market
italy
italy grew strongly in fy14 with sales of 
kelocote
®
 sculptra
®
 and atopiclair
®
  
all ahead of expectations the group’s 
comarketing deal for atopiclair
®
 with 
menarini resulted in sales of over £04m  
in the first nine months post launch 
additionally menarini will comarket 
kelocote
®
 from this autumn and it is 
anticipated that its growth rate will 
accelerate as a result of menarini’s 
significant italian presence
silhouette
®
 is notably successful in italy  
and marketed by technolux going forward 
sinclair has elected to use technolux to 
market the full sinclair aesthetics portfolio  
in this territory sinclair is pharma plc annual report and accounts 2014
14
strategic report
review of operations continued
2013 £64m
£103m
apac – revenue
spain
partnered otc sales of kelocote
®
 
flammazine
®
 and biotaches
®
 were 
significantly below budget this 
necessitated a change of distributor and 
strategy during the year with flamma 
spray
®
 particularly hard hit
the disappointment in otc revenues 
masked a strong performance from 
sculptra
®
 where sales grew by 9 lfl to 
£15m following 75 training workshops held 
across spain during the financial year both 
perfectha
®
 and ellansé™ are recognised 
brands in spain and responded well to 
launches by sinclair’s seven strong 
inhouse sales team
international operations
in 201 1 sinclair announced a target for 
international operations to make up 40 of 
group revenues against 28 at that time 
this target was met in 2014 and reflects the 
success of the group’s strategy particularly 
in emerging markets aesthetics accounted 
for over 40 of international sales in fy14 
and this share is set to increase markedly 
over the next financial year as a result of the 
recent acquisitions
apac
revenues from the apac region grew 70 
in h2 fy14 more than offsetting a 19 
decline in h1 this was principally due to 
the resolution of various shortterm factors 
affecting the kelo franchise and in particular 
glyderm
®
 kelostretch
®
 glyderm
®
 sales 
for the full year were up 80 lfl to over 
£20m benefiting from launches in 
singapore philippines and vietnam 
kelocote
®
 sales made a good start in 
japan after launch and conbio its chinese 
distributor increased marketing resource 
post negotiations to raise prices in china 
against a backdrop of strong dermatology 
growth atopiclair
®
 44 lfl and 
papulex
®
 39 lfl continued to gain 
market share across the region
japan and korea represent the asia 
region’s second and third largest facial 
injectables market by number of 
procedures and sinclair’s unique aesthetic 
portfolio is well placed to compete within 
these dynamic markets sinclair has 
recently strengthened its apac 
management team based in singapore 
building on the successful relationship with 
menarini in medicinal dermatology and 
extending it to several new distributors for 
perfectha
®
 ellansé™ and silhouette
®
 
including daewoong pharmaceuticals in 
south korea
international operations – revenue
2013 £205m
£256m
2012 £48m
£47m
spain – revenue sinclair is pharma plc annual report and accounts 2014
15
2013 £141m
£153m
intercontinental – revenue
intercontinental
intercontinental combines middle east 
turkey africa with americas northern 
europe and cee
aesthetics accounted for over 40 of 
intercontinental sales in fy14 in spite of 
partial contributions from perfectha
®
 
ellansé™ and silhouette
®
 perfectha
®
 
made a strong initial contribution in the 
mena region and both perfectha
®
 and 
ellansé™ made a good start in russia in 
q4 fy14 kelocote
®
 performed well in h2 
as saudi arabian revenues recovered from 
changes in the regulatory framework in h1 
and cee sales topped £05m for the first 
time political difficulties in venezuela 
delayed the import licence renewal for 
kelocote
®
 and it is not currently 
anticipated that this will be restored
sinclair’s agreement with menarini to 
market aloclair plus
®
 in russia and the cis 
started well with sales of £05m 45 
farmapiel the group’s new partner in 
mexico successfully launched a number of 
products in april 2014 including kelocote
®
 
atopiclair
®
 and sebclair
®
 sinclair is pharma plc annual report and accounts 2014
16
strategic report
focus on 
product 
pipeline 
major opportunities in us
silhouette
®
silhouette instalift
®
 approval process under way
ellansé™ us clinical trials to commence in 2015
flammacerium
®
orphan drug designation granted in us
preind meeting with fda planned for q4 2014
new product development
ellansé™ and perfectha
®
planned brand extension with lidocaine ce mark submission q2 2015
aloclair
®
aloclair ultra
®
 – long acting mouth ulcer treatment launch targeted  
q2 2015
atlean
®
combination ha filler and collagen stimulator
ce mark resubmission q2 2015
strategy in action sinclair is pharma plc annual report and accounts 2014
17 sinclair is pharma plc annual report and accounts 2014
18
strategic report
financial review
in fy14 the group continued its recent trend of increasing 
revenues and ebitda margin with a very strong second half 
performance ebitda margin for the year improved further to 16 
with the benefit of a full year contribution from sculptra
®
 continued 
growth in international operations and initial contributions from 
obvieline aqtis and silhouette
®

alan olby 
chief financial 
officer
2013 the sharp decline in gross margin 
for the year is a result of product mix  
but is expected to be a temporary dip 
predominantly caused by strong sales of 
lower margin kelostretch
®
 and atopiclair
®
 
which grew by a combined 42 to  
£50m a sharp gross margin recovery  
is expected in fy15 with the share of 
aesthetic products expected to exceed 
50 fy14 33 combined with 
increased margin share revenues for 
kelostretch
®
 and atopiclair
®

operating expenses
selling marketing and distribution costs 
declined by 17 to £150m 2013 £153m 
due to foreign exchange impacts underlying 
spend in constant currency terms increased 
by 3 as the group supported the buildout 
of the aesthetics commercial infrastructure 
including the relaunch of sculptra
®

administrative expenses before exceptional 
items of £193m 2013 £171m increased 
due to a £26m increase in noncash 
charges for depreciation amortisation  
and sharebased payments
exceptional items
exceptional operating charges of £34m 
2013 £168m have been recorded in the 
year net of profits on disposal the key 
components of exceptional items are
 ■ acquisition costs of £26m include 
legal and professional fees relating to 
the three acquisitions which were 
completed during the year
 ■ restructuring and integration costs  
of £16m include post acquisition 
restructuring and manufacturing 
writeoffs and other restructuring 
actions undertaken in the year
 ■ a £06m profit on disposal was 
recognised on the sale of effederm  
in france
 ■ impairment charges of £04m against 
intangible assets development of the 
terbinafine spray project was ceased 
during the year resulting in a write down 
of the licence fees paid to access the 
technology
 ■ £08m reversal of impairment charges 
recorded against the cryogesic 
trademark in the prior year following the 
agreement to dispose of these assets 
for a total consideration of £11m
finance costs
finance costs increased to £27m from 
£16m within this charge cash interest 
costs on borrowings increased to £20m 
from £07m reflecting the increased 
borrowings taken on over the second half of 
the year to finance acquisitions finance 
charges also include a £19m noncash 
charge for the discount unwind on deferred 
consideration liabilities offset by a £19m 
foreign exchange gain arising from the 
retranslation of us dollar and euro 
denominated borrowings
acquisitions contributed in part to the 
group’s financial performance for the  
year but will make a more significant 
contribution to the future results of sinclair 
in fy14 the group continued its recent 
trend of increasing revenues and ebitda 
margin with a very strong second half 
performance ebitda margin for the year 
improved further to 16 with the benefit of 
a full year contribution from sculptra
®
 
continued growth in international 
operations and initial contributions from 
obvieline aqtis and silhouette
®
 the 
group’s key performance indicators 
monitored by the board are set out in the 
directors’ report on page 24
revenue
revenues grew by 148 to £636m with a 
full year contribution from sculptra
®
 and a 
strong initial contribution from perfectha
®
 
obvieline £39m six months ellansé™ 
aqtis £13m three months and 
silhouette
®
 £08m under two months 
revenues were adversely affected by the 
strength of sterling in the final quarter of the 
year and on a constant currency basis 
revenues for the year would have been 
£644m £08m higher than reported
gross profit
gross profits excluding fair value 
adjustments on acquired inventory 
increased 63 to £359m 2013 
£338m with a gross margin of 565 for 
the full year compared with 610 for  sinclair is pharma plc annual report and accounts 2014
19
been offset by amortisation and impairment 
charges of £58m exchange adjustments 
of £38m transfers to assets held for sale 
and disposals of £11m leaving a net 
increase in intangibles of £564m
current assets
both inventories and trade and other 
receivables have increased as a result of 
acquisitions and underlying growth in the 
year inventories increased to £76m 2013 
£48m and trade and other receivables 
increased to £295m 2013 £199m 
assets held for sale represent the cryogesic 
assets which were sold immediately post 
year end on 1 july 2014 for £11m
total liabilities
noncurrent liabilities have increased to 
£1419m from £215m last year as a result 
of acquisitions in the year noncurrent 
borrowings increased by £448m to 
£533m being the noncurrent portion of 
the hayfin debt facility less capitalised 
costs associated with entering into the 
facility deferred consideration payable 
other financial liabilities of £580m 2013 
£15m represents the discounted present 
value of future milestones and royalties 
payable in relation to the acquisitions of 
obvieline aqtis and silhouette
®
 
deferred tax liabilities have increased to 
£270m 2013 £109m as a direct result 
of the acquisitions these deferred tax 
liabilities are linked to the fair value of 
intangible assets recognised at acquisition 
and will be amortised to the income 
statement to offset the amortisation charge 
against intangible assets over the life of the 
related intangibles
current liabilities also increased to 
£429m 2013 £240m primarily as a 
result of acquisitions with an increase in 
deferred consideration of £141m over 
june 2013 total deferred consideration 
other financial liabilities expected to be 
settled within one year of £146m 2013 
£05m is mainly linked to regulatory 
milestones for silhouette
®

finance costs also include the write off of 
arrangement costs of £06m arising on the 
early settlement of the facilities with 
clydesdale bank plc
taxation
a tax credit of £03m 2013 credit of 
£11m has been recorded for the year 
this consists of current corporation tax 
charges of £05m 2013 £04m and  
net deferred tax credits of £08m 2013 
credit of £15m within deferred tax  
a £01m 2013 £05m charge arises  
on the utilisation of brought forward 
losses resulting in a reduction in  
deferred tax assets offset by a deferred 
tax credit of £10m 2013 £24m linked 
to the amortisationimpairment of 
intangible assets acquired through 
business combinations
discontinued operations
a loss on discontinued operations of £12m 
was recorded for the year 2013 £15m 
this represents the final costs associated 
with the closure of the group’s inhouse 
manufacturing facility at cléry france which 
ceased production at the end of june 2013
earnings per share
adjusted basic eps of increased by 286 
to 09p from 07p in 2013 basic loss per 
share reduced to 12p 2013 loss 41p as 
a result of significantly reduced exceptional 
charges adjusted basic eps is calculated 
after adjusting for exceptional items losses 
from discontinued operations amortisation 
of acquired intangibles and related deferred 
tax credits
cash flow and net debt
a £44m cash outflow from operations 
fy13 inflow of £26m was caused by 
£29m final cash closure costs associated 
with the group’s former cléry 
manufacturing facility which ceased 
production in june 2013 these costs have 
now all been met with no impact on future 
cash flows anticipated cash flow from 
continuing activities was £49m lower than 
in 2013 as a result of increases in working 
capital and exceptional acquisition and 
restructuring costs
in january 2014 the group entered into a 
new senior secured debt facility agreement 
with hayfin capital management group 
‘hayfin’ in order to finance the acquisition 
of obvieline sas as part of this re
financing the group’s existing debt with 
clydesdale bank plc was repaid in full  
the new debt facility was subsequently 
extended on two occasions as part of the 
acquisitions of aqtis and silhouette
®
  
total drawings under the facility amounted 
to £595m with £1 19m used to settle 
outstanding debt and the balance used to 
fund acquisition payments and associated 
costs of acquisition the group also raised 
£200m in new equity during the year  
in order to part fund the acquisition of 
silhouette
®
 with remaining proceeds 
retained to fund future milestones relating  
to regulatory approvals for silhouette
®

at 30 june 2014 cash and cash 
equivalents were £175m 2013 £51m 
with net debt of £402m 2013 net debt of 
£69m on a pro forma basis including 
ebitda from acquisitions for the full year 
this equates to 28x ebitda below 
projections of 31x at the time of the 
silhouette
®
 acquisition
balance sheet
noncurrent assets
noncurrent assets increased significantly 
to £2469m at 30 june 2014 2013 
£1262m as a result of the acquisitions of 
obvieline aqtis and silhouette
®
 the 
acquisitions have resulted in gross 
additions to goodwill of £690m which are 
offset by foreign exchange adjustments of 
£51m and disposals of £01m leaving a net 
increase in goodwill of £638m additions 
to intangible assets primarily resulting from 
the acquisitions were £671m these have  sinclair is pharma plc annual report and accounts 2014
20
strategic report
sinclair is pharma plc is a business that 
depends on product revenues generated 
through its own sales force and marketing 
operations and marketing partners to achieve 
a successful pipeline to build future 
revenues the group’s performance and 
future prospects may be affected by risks 
and uncertainties relating to our business 
environment our internal controls include a 
risk management process to identify key 
risks and where possible manage those 
risks through systems and processes and by 
implementing specific mitigation strategies
the most significant identified risks that 
could materially affect the group’s ability to 
achieve its financial and operating 
objectives are summarised below
risk associated with commercialised 
success of products
the group’s revenues are and will be 
principally from sales of its products there 
can be no assurance that current product 
revenues can be maintained or increased in 
the future product sales may be affected 
by adverse market conditions or other 
factors including pricing pressures from 
governments or other authorities 
competition from other products the 
withdrawal of a product because of a 
regulatory or other reason or the financial 
or commercial failure of a marketing  
partner the company spreads risk by 
commercialising its products throughout 
the global markets the company maintains 
adequate insurance to mitigate the risks 
associated with product recall 
interruption to product supply
the group relies on thirdparty 
manufacturers for the supply of the majority 
its products problems at manufacturers’ 
facilities may lead to delays and disruptions 
in the supply chain which could have 
significant negative impact on the group 
the group maintains a close dialogue  
with key suppliers and rigorously monitors 
inventory levels and customer demand  
to ensure that any interruption to product 
supply can be managed and back up 
sources of supply are maintained  
where possible 
product liability risk
the group’s products may produce 
unanticipated adverse side effects that may 
hinder their marketability sinclair maintains 
product liability insurance and operates 
quality systems relating to the manufacture 
of its products and a pharmacovigilance 
system to monitor safety of its marketed 
products
competition and intellectual  
property risk
the position of sinclair’s products in  
the market is dependent on its ability  
to obtain and maintain patent andor 
trademark protection for its products 
preserve its trade secrets defend and 
enforce its rights against infringement and 
operate without infringing the proprietary 
or intellectual property rights of third 
parties the validity and enforceability of 
patents andor trademarks may involve 
complex legal and factual issues resulting 
in uncertainty as to the extent of the 
protection provided the group’s 
intellectual property may become  
invalid or expire before or during 
commercialisation of the product the 
group continuously seeks to develop its 
products to ensure they are competitive 
and monitors its intellectual property 
rights to identify and protect against  
any infringements 
principal risks and uncertainties sinclair is pharma plc annual report and accounts 2014
21
foreign exchange risk
the group has transactional currency 
exposures as the majority of revenues and 
expenditures certain borrowings and 
deferred consideration liabilities are in 
euros and us dollars fluctuations in 
exchange rates between sterling and euro 
and us dollars could adversely impact 
financial results sinclair seeks to match 
currency receipts and expenditure as far as 
possible with borrowings and deferred 
consideration liabilities denominated in the 
functional currency of the underlying 
businesses acquired the group may also 
engage in shortterm hedging transactions 
in order to hedge against changes in 
exchange rates during the financial year
risk that net cash inflows may be 
insufficient to meet longterm debt 
obligations
the group has obligations under its 
borrowing facility with hayfin capital 
management group and the acquisition 
agreements for obvieline aqtis and 
silhouette lift to make interest payments 
capital repayments and meet deferred 
contingent consideration liabilities which if 
not met could result in default under those 
agreements potentially triggering cross
default under other agreements continued 
growth in sales of the recently acquired 
products perfectha
®
 ellansé™ and 
silhouette
®
 is key to the cash generative 
potential of the group while the group 
has sufficient working capital for its present 
requirements the ability of the group to 
service its medium and longterm debt 
beyond 12 months is dependent on all 
factors which might affect the net cash 
generation including many of the factors  
set out in this risk section
the group regularly monitors its cash flow 
forecast as well as reviewing the longer
term plans and prospects for repaying 
borrowings and deferred contingent 
consideration liabilities as a result of these 
reviews potential mitigating actions are 
identified well ahead of relevant payment 
dates so that debt can be renegotiated or 
refinanced where necessary
on behalf of the board
chris spooner
chief executive officer
29 october 2014 sinclair is pharma plc annual report and accounts 2014
22
governance
jeancharles tschudin
senior independent director
jeancharles joined the board in november 
2007 he has extensive experience in the 
pharmaceutical industry at a senior 
executive level on three continents and was 
recently president and chief operating 
officer of yamanouchi europe the largest 
japanese pharmaceutical company in 
europe now astellas he has also held 
senior positions at johnson  johnson 
scheringplough syntex and cardinal 
health he is currently nonexecutive 
director of skyepharma plc is a chartered 
director and he also consults for the 
pharma industry
chris spooner
chief executive officer
chris joined sinclair following a career in 
financial services most recently as founder 
and ceo of healthcor management uk  
a dedicated healthcare hedge fund and the 
european division of healthcor lp prior  
to that he enjoyed a career as the senior 
pharmaceuticals analyst at various 
investment banks covering the european 
healthcare sector he holds an ma in 
economics from king’s college 
cambridge university
board of directors
grahame cook
nonexecutive chairman
grahame joined the board in 2004  
he has over 18 years’ experience in 
investment banking advising on a wide 
number of mergers and acquisitions and 
capital market transactions in the us  
and europe he was global ceo of west 
lb panmure where he joined in 1999 
managing director of capital markets  
and on the global investment banking 
committee at ubs he has advised on  
a number of transactions in the 
pharmaceuticals and biotechnology 
sectors across europe and the us 
including private equity investments  
ipos and secondary offerings he was a 
founder member of the lse’s techmark 
advisory committee and holds an ma 
double first from oxford university 
he is currently a nonexecutive chairman  
of epiv llp private equity fund mdy 
healthcare plc actino ltd davall gears 
ltd and precious cells international ltd and 
a nonexecutive director at morphogenesis 
inc and minoan group plc
christophe foucher
chief operating officer
christophe was appointed chief 
operating officer in may 2009 and is 
responsible for all commercial regulatory 
and development activities in the group 
prior to this he held the positions of 
general manager for sinclair pharma 
france and southern europe director in 
charge of operations in italy and spain  
he has 15 years’ experience in the 
pharmaceutical industry at senior level in 
europe africa and asia mr foucher has a 
doctorate degree in pharmacy an insead 
diploma in finance and an mba from iae 
he is fluent in english french and italian
jeff thompson 
nonexecutive director
jeff joined the board in september 2014 
jeff has many years of experience in the  
us dermatology industry having served  
on the board of directors for and as coo 
of stiefel laboratories inc and currently 
holds various directorships including 
presidentceochairman of enaltus 
dermatology pvt and nonexecutive 
director of anika therapeutics inc a us 
publicly traded nasdaq anik and 
bedford massachusetts based 
biotechnology company that develops 
manufactures and commercialises 
hyaluronic acid based products  sinclair is pharma plc annual report and accounts 2014
23
senior management
alan olby nairn mcmaster
chief financial officer head of intercontinental
alan joined sinclair in september 2005  
and was promoted to his current position  
in december 2009 he is responsible for  
all finance activities of the group and has 
recently taken responsibility for all supply 
chain and manufacturing activities prior to 
joining sinclair alan gained experience  
in the biotech sector working at xenova 
group plc and ks biomedix plc he 
qualified as a chartered accountant in 1996 
and subsequently spent three years in 
corporate finance at deloitte working with 
public and private companies completing 
due diligence working capital reviews and 
stock exchange transactions
nairn joined sinclair following the merger 
with is pharmaceuticals in may 201 1 and 
has been responsible for the business 
development activities at sinclair and 
recently became head of intercontinental 
operations nairn holds a degree in 
biochemistry and pharmacology and with 
18 years’ experience in the pharmaceutical 
industry has held a number of commercial 
and business development positions  
in sanofi link pharmaceuticals  
and archimedes
louis payet
head of apac
louis joined sinclair in july 2014 and is 
responsible for operations in the apac 
region louis has more than 10 years 
experience in the asia pacific region he 
has previously held positions in business 
and corporate development at novartis  
and menarini and also has a background  
in corporate finance louis holds a post 
doctoral fellowship with the institute of 
molecular and cell biology and is a doctor 
of medicine 
patrick khoukaz
head of european operations and 
global aesthetics
patrick joined sinclair in january 2013 and 
heads the european country operations 
he was also appointed to develop the 
global aesthetics strategy and portfolio  
of the group patrick is a pharm d with 
honors and holds a master’s degree in 
international drug development from the 
paris xi university and has completed an 
insead executive program in general 
management patrick has more than 18 
years’ experience in the pharma industry 
he has previously held executive positions 
in strategic and operational marketing and 
general management mainly at galderma 
where he was key in forming the global 
strategy and in the execution of the 
aesthetic business sinclair is pharma plc annual report and accounts 2014
24
corporate governance
directors’ report
the directors present their annual report on the affairs of the company and the group together with the audited consolidated 
financial statements for the year ended 30 june 2014 the strategic review of the business and the company and its subsidiaries 
is given on pages 02 to 21 certain information required for disclosure in this report is provided in other sections of this annual 
report these include the strategic report the corporate governance report the remuneration report and disclosures on 
financial risks included in note 3 of the notes to the financial statements and these are accordingly incorporated into this 
report by reference
key performance indicators
the board measures the group’s performance according to a wide range of key performance indicators ‘kpis’ the main kpis 
at a group level are as follows 
kpi 2014 2013 definition method of calculation and analysis
likeforlike 
revenue 
growth
44 43 likeforlike ‘lfl’ revenues exclude product disposals oneoff licence fee income 
and currency fluctuations lfl growth of 44 in the year was in line with the prior 
year performance following a strong second half and is expected to accelerate  
in fy15
revenue  £636m £554m revenues grew by 148 to £636m with a full year contribution from sculptra
®
  
and strong initial contributions from acquisitions completed in the year obvieline 
£39m six months aqtis £13m three months and silhouette
®
 £08m under two 
months revenues were adversely affected by the strength of sterling in the final 
quarter of the year and on a constant currency basis revenues for the year would 
have been £644m £08m higher than reported
gross  
margin 
 563 610 gross margin is the ratio of gross profit after all direct costs to total revenue
sinclair aims to maximise gross margins for the group the decline in gross margin 
for the year is a result of product mix but is expected to be a temporary dip 
predominantly caused by strong sales of lower margin kelostretch
®
 and atopiclair
®
 
which grew by a combined 42 to £50m a recovery in gross margin is expected in 
fy15 with the share of aesthetic product revenues expected to reach 50 of group 
sales fy14 33 combined with increased margin share revenues for kelostretch
®
 
and atopiclair
®

adjusted 
ebitda 
margin
£100m  
16 of 
revenue
£72m  
13 of 
revenue
adjusted ebitda is total earnings of the group before interest income and 
expenses tax charges and credits depreciation amortisation charges sharebased 
payment charges exceptional items and loss on discontinued operations
ebitda was at the upper end of expectations after a strong performance in 
aesthetics
the rapid expansion of the group’s aesthetic business in high volume growth 
markets the ability to set price with 73 of revenues generated from private pay 
products combined with sinclair’s fully integrated paneuropean structure resulted  
in an increase in ebitda margin to 16 further ebitda margin improvement is 
expected in fy15
results earnings and dividends
the loss for the financial year was £5301000 2013 £17364000 the directors do not recommend a dividend 2013 £nil
going concern
the group’s forecasts taking account of reasonably possible changes in trading performance show that the group should be 
able to operate within the level of its current debt facilities and to meet the required covenant measures after making enquiries 
and considering the covenants on the group’s debt the directors have a reasonable expectation that the group has adequate 
resources to continue in operation for the foreseeable future as a result they continue to adopt the going concern basis in 
preparing these financial statements sinclair is pharma plc annual report and accounts 2014
25
directors
the directors of the company who served during the year and 
up to the date of this report were
mr g cook nonexecutive chairman
mr cp spooner  chief executive officer
mr ch foucher chief operating officer 
mr jc tschudin senior independent director
mr rs swanson  nonexecutive director  
resigned 18 september 2014
mr j thompson  nonexecutive director  
appointed 18 september 2014
biographies of the current directors are detailed on page 22 
mr cp spooner and mr ch foucher retire by rotation and will 
be available for reappointment at the annual general meeting 
‘agm’ details of the resolution to reappoint them are 
contained in the agm notice
directors’ interests
details of directors’ interests in the share capital of the 
company together with details of the share incentives granted 
to them are disclosed in the remuneration report on pages 
32 to 50
at the date of this report the directors of the company had an 
interest beneficially and nonbeneficially in an aggregate of 
12880481 ordinary shares representing 26 of the 
company’s total voting rights
on 15 april 2014 mr rs swanson and jc tschudin 
subscribed for 3125000 and 500000 ordinary shares of 
10p as part of a placing agreement the subscription price of 
320p included a premium of 53 to the closing midmarket 
price of 30375p per ordinary share on 14 april 2014 
additional information for shareholders
following the implementation of the eu takeover directive into 
uk law the following description provides the required 
information for shareholders where not already provided 
elsewhere in this report
structure of the company’s capital
the company’s share capital comprises a single class of 10p 
ordinary shares each carrying one vote and all ranking equally 
with each other at 30 june 2014 the issued share capital was 
£4974147 comprising 497414773 10p ordinary shares 
2013 434914773 allotted and fully paid there are no 
restrictions on the transfer of shares in the company or on 
voting rights 
authority to issue and buy back shares
each year at the agm the directors seek authority to allot 
shares and buy back shares the authorities when granted 
last for 15 months or until the conclusion of the next agm  
if sooner at the last agm held on 6 november 2013 
shareholders gave authority for the directors to allot relevant 
securities up to £1449716 and to allot for cash equity 
securities having a nominal amount not exceeding in aggregate 
£434915 being 10 of the issued share capital 
shareholders also gave authority for the directors to make 
market purchases of up to 43491477 shares being 10  
of the issued share capital
substantial shareholdings
at 30 september 2014 the company has been notified or 
are otherwise aware of the following interests in 3 or more 
of the ordinary share capital
shareholding 
toscafund asset management 144799596 291
lansdowne partners 59987 523 121
axa investment managers 42434027 85
abingworth llp 33433227 67
fidelity worldwide investment 26395122 53
soros fund management 25000000 50
change of control
the company and various subsidiaries are party to a number 
of agreements which have change of control clauses if 
triggered these could lead to the acceleration of certain 
deferred consideration milestones repayment and make whole 
charges under debt facility agreements and vesting of certain 
awards under employee share plans there are no agreements 
between the company and its directors or employees that 
provide for compensation for loss of office or employment 
following a takeover of the company
directors’ and officers’ liability insurance
the company had in place qualifying third party indemnity 
insurance for all directors throughout the year and to the date 
of this report
research and development
the group actively reviews technical development in its 
markets with a view of taking advantage of the available 
opportunities to maintain and improve its competitive position 
the group has continued to invest in the development of new 
pharmaceutical products during the year details of which can 
be found in the strategic review
payments to suppliers
it is the group’s policy to abide by the payment terms agreed with 
suppliers whenever it is satisfied that the supplier has provided 
goods and services in accordance with agreed terms and 
conditions the group’s creditor days outstanding at 30 june 
2014 were 115 days 2013 84 days the company’s creditor 
days outstanding at 30 june 2014 were 142 2013 164
employees
our most important asset is our employees we are 
committed to developing policies that encourage all 
employees to achieve their greatest potential and to continue 
to contribute to the success of the group we seek to develop 
employees’ potential by encouraging them to attend seminars 
training courses and providing help in seeking necessary 
professional qualifications to further their careers we operate 
equal opportunities in recruitment training and promotion 
regardless of gender ethnic origin nationality or disability
disabled employees
it is our policy to treat applicants and employees with 
disabilities equally and fairly and not to discriminate against 
the disabled in recruitment training career development and 
promotion sinclair is pharma plc annual report and accounts 2014
26
corporate governance
charitable and political donations 
the group made charitable donations totalling £9052 
2013 £nil 
post balance sheet events
there have been no material post balance sheet events
corporate governance
the company’s statement on corporate governance is 
included in the corporate governance report on pages 28 to 
31 of this annual report the statement is made voluntarily as 
the company is not required to comply with the uk corporate 
governance code as a company listed on aim
independent auditors
pricewaterhousecoopers llp have expressed their 
willingness to continue in office as auditors and a resolution 
proposing their reappointment and authorising the directors to 
determine their remuneration will be proposed at the agm
annual general meeting
the agm of the company will be held at the offices of reed 
smith llp at the broadgate tower 20 primrose street 
london ec2a 2rs on 25 november 2014 at 1000am  
the notice convening the agm together with information 
concerning the resolutions to be proposed at the agm  
is enclosed with this report
by order of the board
alan olby
company secretary
29 october 2014 
directors’ report continued sinclair is pharma plc annual report and accounts 2014
27
statement of directors’ responsibilities
the directors are responsible for preparing the annual report 
the directors’ remuneration report and the financial 
statements in accordance with applicable law and regulations
company law requires the directors to prepare financial 
statements for each financial year under that law the directors 
have prepared the group and parent company financial 
statements in accordance with international financial 
reporting standards ‘ifrss’ as adopted by the european 
union under company law the directors must not approve the 
financial statements unless they are satisfied that they give a 
true and fair view of the state of affairs of the group and the 
company and of the loss of the group for that period in 
preparing these financial statements the directors are 
required to
• select suitable accounting policies and then apply them 
consistently
• make judgements and accounting estimates that are 
reasonable and prudent
• state whether applicable ifrss as adopted by the 
european union have been followed subject to any material 
departures disclosed and explained in the financial 
statements and
• prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the 
company and group will continue in business
the directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain the 
company’s transactions and disclose with reasonable 
accuracy at any time the financial position of the company and 
the group and enable them to ensure that the financial 
statements and the directors’ remuneration report comply 
with the companies act 2006 they are also responsible for 
safeguarding the assets of the company and the group and 
hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities
the directors are responsible for the maintenance and 
integrity of the company’s website legislation in the uk 
governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions 
each of the directors whose names and functions are listed in 
the directors’ report confirm that to the best of their knowledge
• the group financial statements which have been prepared 
in accordance with ifrss as adopted by the eu give a true 
and fair view of the assets liabilities financial position and 
loss of the group 
• the directors’ report contained on pages 24 to 26 includes 
a fair review of the development and performance of the 
business and the position of the group together with a 
description of the principal risks and uncertainties that it 
faces and
• the annual report and accounts taken as a whole is fair 
balanced and understandable and provides the information 
necessary for shareholders to assess a company’s 
performance business model and strategy
statement as to disclosure of information to auditors
the directors in office at the date of this report have 
confirmed that
• so far as they are aware there is no relevant audit 
information of which the company’s auditors are unaware 
and
• each director has taken all the steps that they ought to have 
taken as a director in order to make himselfherself aware 
of any relevant audit information and to establish that the 
company’s auditors are aware of that information
this information is given and should be interpreted in 
accordance with the provisions of section 418 of the 
companies act 2006
by order of the board
alan olby
company secretary
29 october 2014 sinclair is pharma plc annual report and accounts 2014
28
corporate governance
corporate governance report
compliance with the uk corporate governance code
the board supports the ideals of the uk corporate 
governance code the ‘code’ issued by the financial 
reporting council in september 2012 this statement 
describes how the company applies the principles of the 
code and the company’s compliance with the specific 
provisions of the code 
as a company listed on aim the company is not required  
to comply with the code but the board has voluntarily  
chosen to apply the provisions as if the company were a  
fully listed company
board and board committees
the board of directors
the board of the company is responsible for the group’s 
system of corporate governance throughout the year the 
board comprised five directors an executive chief executive 
officer mr cp spooner a chief operating officer mr ch 
foucher and three nonexecutive directors including the 
nonexecutive chairman
mr g cook is nonexecutive chairman and mr jc tschudin  
is the senior independent director
details of directors’ service contracts are given in the 
remuneration report on page 41
all the directors have access to advice and services of the 
company secretary who is responsible for ensuring that 
board procedures and applicable regulations under the 
company’s articles of association or otherwise are complied 
with each director is entitled if necessary to seek 
independent professional advice at the company’s expense
board meetings
the board of directors normally meets at least bimonthly and 
has a defined schedule of matters reserved for its decision  
it is responsible for the overall group strategy approval of 
major capital expenditure projects and consideration of major 
financing matters of the group the board held six formal 
meetings during the year all board members attended  
each meeting 
board committees
the board committees which are comprised solely of 
nonexecutive directors operate within clearly defined terms 
of reference and report regularly to the board the terms of 
reference of the board committees are available for inspection 
on the company’s website wwwsinclairispharmacom and at 
the annual general meeting ‘agm’ for 15 minutes prior to 
the meeting and during the meeting
audit committee and auditors
the audit committee is composed entirely of independent 
nonexecutive directors and comprises mr g cook 
chairman and mr jc tschudin the board considers that 
the members of the audit committee possess recent and 
relevant financial experience the audit committee has 
unrestricted access to the group’s auditors meetings are  
also attended by invitation by the chief executive officer  
the chief financial officer and representatives of the external 
auditors the audit committee met three times during the year 
and all audit committee members attended each meeting
main activities of the committee during the year
during the year and through to the approval of these financial 
statements the committee carried out the following reviews in 
line with its role and responsibilities
• reviewed and challenged with management and the 
external auditor the appropriateness of the interim 
statement and the annual report and accounts clarity and 
adequacy of disclosures and the material judgements made
• reviewed the annual report and accounts to ensure that 
they were fair balanced and understandable
• reviewed the reports produced by the external auditors 
setting out their approach for reviewing the interim and 
auditing the annual financial statements as well as their 
findings and recommendations particularly the key audit 
areas relating to revenue recognition acquisition 
accounting going concern and covenant compliance and 
impairment reviews
• reviewed the effectiveness of the external audit process 
and the external auditors
• reviewed draft regulatory news announcements in respect 
of the interim statement and annual accounts
the primary areas of judgement considered by the committee 
in relation to the current year financial statements and how 
these were addressed are as follows
goodwill and intangibles impairment testing
the judgements in relation to asset impairment largely  
relate to the assumptions underlying the calculation of  
the value in use of the asset being tested for impairment 
primarily the achievability of the longterm business plan  
and macroeconomic assumptions underlying the valuation 
calculations business plans are board approved the 
committee addresses these matters through discussions  
with management to review and challenge the basis for the 
assumptions which including posttax discount rates and 
growth assumptions underlie the longterm business plan  
in addition the committee considers the findings of the work 
of the auditors in this area
valuation of intangible assets created on acquisition and 
contingent consideration
judgements in relation to the valuation of intangible assets 
recognised on acquisition and the value of the contingent 
consideration are based on the assumptions underlying  
the forecast performance of the acquired businesses and  
the timing of when various milestones are expected to be 
achieved business plans for each acquisition are approved  
by the board at the time of each acquisition the committee 
addresses this matter through reviewing and challenging the 
assumptions underlying the approved business plan for each 
acquisition and also by reviewing both internal and externally 
prepared due diligence reports  sinclair is pharma plc annual report and accounts 2014
29
the group’s auditors pricewaterhousecoopers llp provide 
nonaudit services in addition to the provision of audit 
services in the year ending 30 june 2014 nonaudit services 
provided by pricewaterhousecoopers llp comprised advice 
with regard to taxation remuneration matters and other 
miscellaneous services where appropriate the partner 
managing the provision of nonaudit services is different from 
the partner managing audit services and as such the board 
believes the auditors remain objective and independent  
the board also considers the level of fees charged by 
pricewaterhousecoopers llp is not disproportionate or 
inappropriate to the size of the business and considers the 
company therefore compliant with provision c37 of the code 
with regard to independence and objectivity the audit 
committee considers that the relationship with the group’s 
auditors is working well and it remains satisfied with their 
effectiveness accordingly it has not been considered 
necessary to perform a tender which was last performed in 
2005 when pricewaterhousecoopers llp were appointed
remuneration committee
the remuneration committee is made up entirely of 
independent nonexecutive directors and comprises mr g 
cook and mr jc tschudin chairman the committee is 
responsible for making recommendations to the board on 
remuneration policy for the company’s executive directors 
and the terms of their service contracts with the aim of 
ensuring that their remuneration including awards under the 
share schemes is based both on their own performance and 
that of the group generally the remuneration committee  
will also administer and establish performance targets for the 
share schemes and approve further grants or awards under 
them in addition it will advise on the remuneration policy for 
the group’s employees the remuneration committee met 
twice during the year each meeting attended by all members
nomination committee
the nomination committee is chaired by mr g cook and 
comprises mr rs swanson retired 18 september 2014 and 
mr jc tschudin the committee is responsible to the full 
board for determining the qualities and experience required of 
the company’s executive and nonexecutive directors and for 
identifying suitable candidates the committee is responsible 
for succession planning executive and nonexecutive 
directors are subject to election by shareholders at the  
first opportunity after their appointment and to reelection 
thereafter by the shareholders at least every three years the 
nomination committee met during the year all committee 
members attended the meeting
the company does not impose a quota regarding gender 
balance and has not adopted a policy on diversity although 
the nomination committee and board remain fully cognisant 
of the need to ensure that the business reflects a diverse 
workforce at all levels of seniority when considering board 
appointments and internal promotions whilst always seeking 
to ensure that each post is offered strictly on merit to the best 
available candidate
appointments to the board
appointments to the board are made on merit and against 
objective criteria care is taken to ensure that appointees  
have enough time to devote to the job the board keeps  
under review and takes appropriate action to ensure orderly 
succession for appointments to the board and to senior 
management so as to maintain an appropriate balance of  
skills and experience within the company and on the board 
the board considers the other significant commitments of 
nonexecutive directors prior to appointment to ensure that 
they have sufficient time to meet what is expected of them  
and keeps changes to these commitments under review 
the terms and conditions of appointment of nonexecutive 
directors are available for inspection at the company’s 
registered office during normal business hours and at  
the agm for 15 minutes prior to the meeting and during  
the meeting
chairman and chief executive
the roles of chairman and executive management led by the 
chief executive officer are separated and clearly defined
a the nonexecutive chairman is responsible for leadership 
of the board ensuring effectiveness in all aspects of its 
role setting the board’s agenda and conducting board 
meetings and ensuring effective communication with 
shareholders and the conduct of shareholders meetings 
and
b executive management are led by the chief executive 
officer who has been delegated responsibility by the 
board for the daytoday management of the company 
within the control and authority framework set up by  
the board the levels of authority for management are 
periodically reviewed by the board and are documented 
the chief operating officer and members of the executive 
management team assist the chief executive officer  
in managing the business
the division of responsibility between the chairman and the 
chief executive is clearly established set out in writing and 
agreed by the board 
board balance and independence
the board includes a balance of executive and nonexecutive 
directors such that no individual or small group of individuals 
can dominate the board’s decision taking the size of the 
board and balance of skills is considered appropriate for  
the requirements of the business no one other than the 
committee chairman and members is entitled to be present  
at a meeting of the audit nomination or remuneration 
committees but others may attend at invitation of  
the committee sinclair is pharma plc annual report and accounts 2014
30
corporate governance
corporate governance report continued
as a smaller company code provision b12 requires the 
company to have at least two independent nonexecutive 
directors mr g cook has served on the board for nine years 
the board considers that mr g cook mr jc tschudin  
and mr j s thompson are independent for the reasons set  
out below 
the board has reviewed the independence of the non
executive directors including an assessment of their overall 
character and approach and concluded based on the 
following guiding principles that they are independent 
throughout the period of their appointment they have not 
been previous employees of the group have no material 
business relationships with the group are not members of the 
company’s pension scheme or share option schemes have  
no close family ties with the company’s advisors directors or 
senior employees hold no cross directorships linking them 
with the other directors and do not represent significant 
shareholders all the nonexecutive directors have nominal 
shareholdings in the company which the board considers 
appropriate without compromising independence the board 
consider that mr g cook remained independent even in his 
capacity as chairman
information and professional development
the board is supplied in a timely manner with information in  
a form and of quality appropriate to enable it to discharge its 
duties the chief financial officer is responsible for ensuring 
the directors receive accurate timely and clear information 
which is provided by operational management and enhanced 
or clarified where necessary
all directors receive induction on joining the board and the 
chairman ensures that directors continually update their skills 
and knowledge and familiarity with the company required  
to undertake their role both on the board and on board 
committees the company provides the necessary resources 
for developing and updating its directors’ knowledge and 
capabilities
under the direction of the chairman the company secretary’s 
responsibilities include good information flows within the 
board and its committees and between senior management 
and nonexecutive directors as well as facilitating induction 
and assisting with professional development as required the 
company secretary is responsible for advising the board 
through the chairman on all governance matters and for 
ensuring that board procedures are complied with and 
applicable rules and regulations are followed the appointment 
and removal of the company secretary is a matter for the 
board as a whole
the directors have access to independent professional advice 
at the company’s expense where they judge it necessary  
to discharge their responsibilities as directors committees 
are also provided with sufficient resources to undertake  
their duties 
announcements
all major announcements are approved by the chairman the 
executive directors and panel of senior executive management 
and then circulated to the board prior to issue the group also 
has internal and external checks to guard against unauthorised 
release of information
performance evaluation
the board conducts performance evaluation of its own 
performance and that of its committees and of individual 
directors through a process of regular dialogue and annual 
reviews in respect of 2013–14 this was conducted by the 
chairman holding individual discussions with each director 
and providing regular feedback
reelection
all directors are submitted for reelection at regular intervals 
subject to continued satisfactory performance the board 
keeps under review the need for refreshing the board and 
takes appropriate action
all directors are subject to election by shareholders at the first 
agm after their appointment and to reelection at least every 
three years nonexecutive directors are appointed for 
specified terms subject to reelection and to companies act 
provisions relating to the removal of a director
accountability
financial reporting
the board is responsible for presenting a fair balanced  
and understandable assessment of the company’s position 
and prospects extending to interim reports and other  
pricesensitive public reports and reports to regulators as  
well as to information required to be presented by statutory 
requirements
internal control
the board assisted by the audit committee is responsible 
for regularly reviewing the operation and effectiveness of the 
group’s internal controls the internal control system is 
designed to manage rather than eliminate the risk of failure to 
achieve business objectives and can only provide reasonable 
assurance and not absolute assurance against material 
errors losses or fraud the board is also responsible for 
ensuring that appropriate systems are in place to enable it to 
identify assess and manage key risks
the financial reporting process and control system which 
includes the preparation of consolidated accounts is 
monitored and maintained through the use of internal control 
frameworks which address key financial reporting risks 
including risks arising from changes in the business or 
accounting standards effectiveness is assessed through 
selfcertification and independent testing of the controls sinclair is pharma plc annual report and accounts 2014
31
the additional key procedures designed to provide an 
effective system of internal control are the
• annual review of the control environment and procedures
• review and update of the group’s policy and procedures
• review of external audit plans 
• review of significant issues arising from the external audit 
and
• discussions with management on risk areas identified by 
the management and the board
control environment
the group operates within a control framework developed and 
strengthened over a number of years and communicated as 
appropriate by a series of written procedures these lay down 
accounting and financial control procedures in addition to 
controls of a more operational nature the key procedures that 
directors have established with a view to providing internal 
control are as follows
• the establishment of the organisational structure and the 
delegated responsibilities of operational management
• the definition of authorisation limits including matters 
reserved for the board
• the establishment of detailed operational budgets for each 
financial year
• reporting and monitoring performance against budgets and 
rolling forecasts
• the security of physical property and computer information
• establishment and annual review of a group wide  
insurance programme
• detailed financial legal and technical duediligence  
on all acquisitions and
• the establishment of inhouse legal and human  
resource functions
the board has reviewed the need for an internal audit function 
and based on advice from the audit committee and the 
relative size of the group has concluded that for the time 
being it would not be appropriate to establish an internal  
audit function
relations with shareholders
the directors place great importance on maintaining good 
communications with both institutional and private investors 
the company reports formally to shareholders twice a year 
with the publication of its interim and annual reports more 
regular communication is provided through the company’s 
website wwwsinclairispharmacom where all press releases 
are posted the executive directors also present to 
institutional shareholders and analysts at the time of the 
interim and full year results feedback from these meetings is 
provided to the board through the company’s brokers mr jc 
tschudin the senior independent director is available to 
shareholders if and when required the agm provides an 
opportunity to communicate with private and institutional 
shareholders and the company welcomes their participation 
corporate social responsibility
the group operates in the highly regulated pharmaceutical 
and medical devices sector hence every aspect of the 
products for which the group owns the intellectual property 
and which are marketed or which are approved for marketing 
will have gone through an approval process overseen by  
eu us or other national authorities to ensure their safety  
and efficacy
the group operates in a socially and environmentally 
responsible manner despite being in a relatively lowimpact 
industry the group proactively seeks ways of reducing any 
adverse impact upon our surroundings through recycling 
schemes making more efficient use of utilities and seeking 
ways to reduce waste the group adheres to relevant 
legislative regulatory and environmental codes of practice
statement of compliance with the provisions of the  
uk corporate governance code
as a company listed on aim the company is not required to 
comply with the code but the board has voluntarily chosen  
to apply the provisions as if the company were a fully listed 
company the board confirms that throughout the year ended 
30 june 2014 the company has complied with the provisions 
set out in the 2012 uk corporate governance code issued  
by the financial reporting council other than provision c21 
review of internal controls where a formal review of internal 
controls has not been performed in the year due to resource 
constraints arising while negotiating and completing the three 
acquisitions completed during the year
by order of the board
alan olby
company secretary
29 october 2014 sinclair is pharma plc annual report and accounts 2014
32
corporate governance
remuneration report
part 1 annual statement
dear shareholder
on behalf of the board i am pleased to introduce the 
directors’ remuneration report for the year ended 30 june 
2014 this report has been prepared by the remuneration 
committee the ‘committee’ and approved by the board 
although not required by a company listed on aim sinclair  
is pharma plc the ‘company’ wishes where practicable  
to follow best practice disclosure for fully listed companies  
this report has therefore been prepared with reference  
to the large and mediumsized companies and groups 
accounts and reports amendment regulations 2013 
the ‘regulations’
this remuneration report is split into two parts
• the directors’ remuneration policy sets out the policy for 
2014–15 and the key factors that were taken into account  
in setting the policy the directors’ remuneration policy  
will be subject to an advisory vote at the annual general 
meeting ‘agm’ on 25 november 2014 for a period of 
three years
• the annual report on remuneration sets out payments and 
awards made to the directors and details the link between 
group performance and remuneration for the 2013–14 
financial year the annual report on remuneration together 
with this letter is subject to an advisory shareholder vote at 
the agm on 25 november 2014
background
the group delivered full year results in line with market 
expectations for revenue and adjusted ebitda after a 
disappointing first half this was achieved despite currency 
headwinds in the second half and the continuing tough 
economic environment in our core european markets during 
the second half of the financial year the group completed 
three significant acquisitions creating a market leading 
aesthetics portfolio which has transformed the growth outlook 
for the group these acquisitions were quickly integrated into 
the sinclair operations 
headlines
• the executive directors base salary was unchanged for 
2013–14 financial year over 2012–13 a 5 increase has 
been awarded for 2014–15
• base salary levels are effective from 1 july in each financial 
year in reviewing the salaries of the executive directors 
the committee has also taken account of the employment 
conditions and salary increases awarded to employees 
throughout the group which were on average 30  
for 2013–14
• executive directors earned bonuses for the 2013–14 
financial year as follows chris spooner ceo 965 of 
maximum entitlement 145 of base salary and 
christophe foucher coo 808 of maximum entitlement 
113 of base salary and
• the 2011 sinclair pharma value creation plan has been 
relaunched from july 2014 with revised growth target of 
16 from 20 and with revised allocation of units to 
participants ceo allocation reduced to 36 from 40 
and coo allocation reduced to 225 from 25 and
• maximum annual bonus entitlements have been reduced  
for the 2014–15 financial year to 130 from 150 for  
the ceo and to 120 from 140 for the coo following 
the relaunch of the vcp
conclusion
i look forward to receiving your support for the resolution 
seeking approval of the annual report on remuneration at  
our forthcoming agm as well as on the remuneration policy 
applicable to our directors which will apply from the 
forthcoming agm on 25 november 2014
mr jc tschudin
chairman of the remuneration committee
29 october 2014 sinclair is pharma plc annual report and accounts 2014
33
remuneration report
part 2 directors’ remuneration policy
this section of the remuneration report contains details of 
the group’s directors’ remuneration policy that will govern 
the group’s future remuneration payments the policy will 
apply for three years the policy described in this part subject 
to approval by shareholders at the company’s agm on 25 
november 2014 will apply from that date the policy part will 
be displayed on the company’s website in the investor 
relations section immediately after the 2014 agm
1 remuneration policy
the committee determines the remuneration policy for the 
executive directors chairman and other senior executives for 
current and future years and this is reviewed on an annual 
basis the remuneration policy is designed to support the 
strategic objectives of the company and to allow the business 
to attract retain and motivate the quality of senior 
management needed to shape and execute strategy and 
deliver shareholder value 
the policy is designed around the following key principles
• ensure a strong link between reward and individual and 
company performance to align the interests of senior 
executives with those of shareholders
• maintain a competitive package against businesses of a 
comparable size and comparable peer group businesses in 
the sector with reference to the breadth of the role and 
experience the role holder brings to the company
• operate a consistent reward and performance philosophy 
throughout the business
• encourage a material personal stake in the business and a 
longterm focus on sustained growth through longterm 
shareholding 
• provide a balanced package with a focus on variable pay 
and
• take into account the associated risks of each aspect of 
remuneration
the committee considers that a successful remuneration 
policy needs to be sufficiently flexible to take account of future 
changes in the company’s business environment and in 
remuneration practice  sinclair is pharma plc annual report and accounts 2014
34
corporate governance
2 future policy table – executive directors
 objective and link to strategy operation maximum opportunity performance measures assessment
fixed remuneration
base salary
core element of remuneration 
set at a level that can attract 
and retain executive directors 
and recognises the status and 
responsibility required to 
deliver the strategy
policy position median
an executive director’s base 
salary is considered by the 
committee on their 
appointment and then 
reviewed periodically or when 
an individual changes position 
or responsibility
any changes normally take 
effect from 1 july each year
the annual salaries for the 
executive directors for 
2014–15 are set out in the 
annual report on 
remuneration on pages 46  
to 47
individuals who are recruited 
or promoted to the board may 
on occasion have their 
salaries set below the targeted 
policy level until they become 
established in their role in 
such cases subsequent 
increases in salary may be 
higher than the average  
until the target positioning  
is achieved
none
when making a determination 
as to the appropriate salary 
level the committee considers 
firstly remuneration practices 
within the group as a whole 
and where considered 
relevant conducts objective 
research on companies within 
the group’s peers
the results of the 
benchmarking are only one of 
many factors taken into 
account by the committee 
other factors include
• the individual performance 
and experience of the 
executive director
• pay and conditions for 
employees across the 
group
• the general performance of 
the group and
• the economic environment
no recovery provisions apply 
to base salary
benefits
the group provides a benefits 
package in line with standard 
market practice
policy position median
executive directors may 
receive a benefit package 
which includes
• health insurance for 
themselves and their family 
and
• other benefits as provided 
from time to time
benefits are reviewed 
periodically to ensure they 
remain market competitive
no recovery provisions apply 
to benefits
remuneration report
part 2 directors’ remuneration policy continued sinclair is pharma plc annual report and accounts 2014
35
 objective and link to strategy operation maximum opportunity performance measures assessment
fixed remuneration
pension
the executive directors are 
entitled to receive 
contributions under the 
company’s defined 
contribution pension scheme
policy position median
company pension 
contribution
20 of salary
both of the executive 
directors elect not to receive 
any pension contributions
none
performance based variable remuneration
sinclair is pharma plc 2013 
bonus plan ‘2013 bonus 
plan’
to align rewards to key 
objectives relating to the 
group’s financial performance 
and operational strength
the rolling deferral into shares 
assists with the retention of 
executive directors and aligns 
their interests with those of 
shareholders
policy position upper quartile
awards may be made annually 
the performance period is one 
financial year with payout 
determined by the committee 
following the year end based 
on achievement against a 
range of financial and  
strategic targets
payments are not pensionable 
• bonus contributions will  
be made for three years 
with payments made over 
four years
• 50 of the value of a 
participant’s plan account 
will be paid out annually for 
three years in the form of 
cash andor shares as 
determined by the 
remuneration committee 
with the balance carried 
over at the end of year three 
paid out at the end of year 
four in the form of shares 
but remaining subject to 
performance conditions
• 50 of the unpaid balance 
of a participant’s plan 
account will be at risk of 
annual forfeiture
the maximum annual bonus 
level for the executive 
directors is 150 of salary at 
present the actual contribution 
available to the ceo is 130 
of salary and for the coo is 
120 of salary 
performance targets will be 
set by the committee annually 
based on a range of financial 
and strategic measures 
including but not limited to
• revenue
• gross margin
• adjusted ebitda margin
• other strategic measures 
as set by the remuneration 
committee
as well as determining the 
measures and targets the 
committee will also determine 
the weighting of the various 
measures to ensure that  
they support the business 
strategy and objectives for  
the relevant year
the committee has the 
discretion to adjust weightings 
or targets for any exceptional 
events that may occur during 
the year
the committee is of the 
opinion that the performance 
targets for the bonus plan are 
commercially sensitive in 
respect of the group and that 
it would be detrimental to the 
interests of the group to 
disclose them
further details on the 
measures for 2014–15 are set 
out in the annual report on 
remuneration on pages 46  
to 47 sinclair is pharma plc annual report and accounts 2014
36
corporate governance
 objective and link to strategy operation maximum opportunity performance measures assessment
fixed remuneration
sinclair pharma plc 2011 
value creation plan ‘vcp’
the longterm incentive 
arrangements are structured 
so as to align the incentives of 
relevant participants with the 
longterm performance of the 
business and to motivate and 
retain key members of staff
policy position upper quartile
executive directors and other 
eligible employees are 
granted an award of 
performance units that have 
no value on grant but which 
may convert into nilcost 
options over shares provided 
the performance conditions 
have been achieved at five 
separate dates known as 
measurement dates over a 
five year performance period
the overall effect of the vcp 
is that the executive directors 
and other participants will be 
able to earn shares equivalent 
to 15 of any total 
shareholder return created 
above predetermined hurdle 
threshold price at the five 
measurement dates 
the measurement date in 
each year is the date on which 
the group’s annual results are 
announced at each 
measurement date a number 
of vcp units will convert into 
nilcost options equal in value 
to 15 of the value delivered 
to shareholders in excess of 
the 16 growth target
50 of the nil cost options 
will become exercisable on the 
fifth measurement date and 
the remainder will become 
exercisable on the first 
anniversary of the fifth 
measurement date 
following consultation with 
major shareholders in 2014 
the executive directors were 
in july 2014 granted a number 
of performance units as set 
out in the following table
 percentage of total 
executive  performance units
c spooner 360
c foucher 225
total  585
at each measurement date 
the threshold price will be the 
higher of the highest return 
achieved measurement price 
at any previous measurement 
date or 16 pa compound 
total shareholder return 
growth from the base  
price 37p 
the measurement price at 
each measurement date  
will be calculated using the 
average share price over  
the 30 days following the 
announcement of the group’s 
financial results for the 
relevant financial year plus  
the dividends paid per share
participants will be able to 
earn shares equivalent to  
15 of any total shareholder 
return created above the 
threshold price at each 
measurement date
note that if shareholders  
do not receive the 16 pa 
return in a performance year 
the vcp will not pay out for 
that performance period
the original vcp was 
approved by shareholders at  
a general meeting in january 
2011 and the recent 
amendments have been made 
in consultation with major 
shareholders
the diagram below outlines the operation of the vcp
year 3

    
year 2 grant date year 1 year 4 year 5
start of 
performance period 
initial price set
participants allocated 
vcp units from 
total pot
end of vcp plan period
50 of nil cost options 
banked are exercisable at 
the end of year 5  50 on 
1st anniversary
measurement date
15  of value created in 
excess of the threshold 
price converted into 
awards of nil cost 
options using the 
prevailing price and 
banked
2
nd th th
measurement date
15 of value created in 
excess of the threshold 
price converted into 
awards of nil cost 
options using the 
prevailing price and 
banked
3
rd
measurement date
15 of value created in 
excess of the threshold 
price converted into 
awards of nil cost 
options using the 
prevailing price and 
banked
threshold 
price
initial 
price 
threshold 
price
threshold 
price
threshold 
price
 of value created in 
excess of the threshold 
price converted into 
awards of nil cost 
options using the 
prevailing price and 
banked
threshold 
price
5   measurement date
15 of value created in 
excess of the threshold 
price converted into 
awards of nil cost 
options using the 
prevailing price and 
banked
4   measurement date 1
st 
15
remuneration report
part 2 directors’ remuneration policy continued sinclair is pharma plc annual report and accounts 2014
37
 objective and link to strategy operation maximum opportunity performance measures assessment
shareholding requirement
to ensure that executive 
directors’ interests are aligned 
with those of shareholders 
over a longer time horizon
the committee operates a 
system of shareholding 
guidelines to encourage 
longterm share ownership by 
the executive directors
executive directors are 
encouraged to retain as 
shares all of the aftertax profit 
on the gains made on the 
vesting of share awards until 
they have acquired the 
necessary shares to meet their 
requirement
100 of salary the 
committee has discretion to 
increase the shareholding 
requirement
not applicable
all employee plans
to encourage wide employee 
share ownership and thereby 
align employees’ interests with 
shareholders
currently the company  
does not operate any all 
employee plans
however the company retains 
the discretion to introduce 
such plans and to make 
directors eligible for these  
as appropriate
3 notes to the executive directors’ future policy table
31 performance measures and targets
1 rationale for the annual bonus plan
the annual bonus plan measures were selected as the committee believes they provide direct alignment with the shortterm 
operational targets of the group the deferral element of the 2013 bonus plan is designed to retain and motivate employees over 
the medium term
the committee is of the opinion that the performance targets are commercially sensitive and that prospective disclosure would 
not be in the shareholders’ interests except in circumstances where elements remain commercially sensitive actual targets 
performance achieved and awards made will be published at the end of the performance periods so shareholders can fully 
assess the basis for any payouts
2 rationale for the sinclair pharma 2011 value creation plan
the committee feels that the vcp is an appropriate incentive as it satisfies the following criteria
• there is a clear link between the value created for shareholders and the pay out for the executive directors
• the greater the return to shareholders the greater the payout to participants
• value creation is a measure that is comprehensively understood by the executive directors and other key management 
personnel and is something they have a direct line of sight over
• participants only derive value from the vcp where significant value is generated for the shareholders and
• a number of shareholders expect at least some element of marketbased measure in an equity incentive package for the 
executive directors
payout under the vcp is capped this ensures that participants do not share in a disproportionate amount of the value created 
for shareholders
32 discretion
the committee has discretion in several areas of policy as set out in this report the committee may also exercise operational 
and administrative discretions under relevant plan rules approved by shareholders in addition the committee has the discretion 
to amend policy with regard to minor or administrative matters where it would be in the opinion of the committee 
disproportionate to seek or await shareholder approval sinclair is pharma plc annual report and accounts 2014
38
corporate governance
33 our peer group of companies
the committee periodically uses data from external research 
into the remuneration paid by comparable companies the 
peer group for benchmarking currently consists of the 
constituents of the ftse pharma  biotech index the 
committee has within the policy the discretion to use an 
alternative comparator group or to amend the current 
comparator group where the committee has selected a new 
comparator group or substantially amended a comparator 
group it will disclose the new comparators in the annual 
report on remuneration for the year
34 differences in remuneration policy for all employees
all employees are entitled to base salary and may additionally 
be entitled to pension and benefits depending upon their role 
and position within the group additionally certain employees 
are eligible for annual bonuses and participation in the vcp 
the maximum opportunity available is based on the seniority 
and responsibility of the role
the general policy is to ensure workers with lower levels of 
total remuneration have greater certainty as to what they 
receive whereas the compensation of executive employees  
is chiefly based on performancerelated pay
remuneration report
part 2 directors’ remuneration policy continued
35 changes to remuneration policy from previous policy
the growth targets for the vcp were altered for awards made 
in july 2014 the growth target above which participants will 
receive a share of 15 of any value created for shareholders 
was revised from 20 to 16 in addition the base price 
applicable to the awards growth above which will generate a 
pay out was increased from 28p to 37p
the company’s share price did not perform in line with the 
expectations at the time the 2011 vcp awards were made 
the 2011 vcp awards were by 2014 no longer motivational 
however due to the clear link between the value to 
shareholders and the value to management through the vcp 
the committee felt it was appropriate to relaunch the vcp  
with a new growth target the amendments were made in 
consultation with key shareholders in the company
the allocation of performance units under the vcp was also 
adjusted to take into account the current position of the 
company and roles within the management team
while there has been no change to the maximum grant level 
under the 2013 bonus plan maximum bonus awards for 
2014–15 will be reduced from 150 of salary for the ceo 
and 140 for the coo to 130 and 120 respectively to 
reflect the relaunch of the vcp in july 2014
there have been no other changes to the operation maximum 
or performance measures in relation to the salary annual 
bonus pension other benefits or the vcp
  sinclair is pharma plc annual report and accounts 2014
39
4 future policy table – nonexecutive directors
 objective and link to strategy operation maximum opportunity performance measures assessment
the group sets fee levels 
necessary to attract and retain 
experienced and skilled 
nonexecutive directors to 
advise and assist with 
establishing and monitoring 
the strategic objectives of  
the group 
fee levels are sufficient to 
attract individuals with 
appropriate knowledge  
and experience
nonexecutive directors are 
paid a base fee and additional 
fees may be paid for 
chairmanship of committees 
in exceptional circumstances 
fees may also be paid for 
additional time spent on the 
group’s business outside of 
the normal duties 
fees are reviewed periodically 
with any changes generally 
effective from 1 july
any increases in fees will be 
determined based on time 
commitment and take into 
consideration level of 
responsibility and fees paid in 
other companies of 
comparable size and 
complexity
nonexecutive directors do 
not receive any bonus do not 
participate in awards under 
the group’s share plans and 
are not eligible to join the 
group’s pension scheme
the nonexecutive director 
fees for 2014–15 are set out in 
the annual report on 
remuneration on pages 46
the previous column sets out 
the factors that will be taken 
into consideration in 
determining the fees 
fees will be in line with the  
fee levels of comparable 
companies within the 
comparator group used  
for executive directors 
described on page 38 
above 
in the normal course of events 
increases in the nonexecutive 
directors’ fees will not exceed 
the average increase for 
employees
none
5 approach to recruitment remuneration and promotions
the committee’s approach to recruitment remuneration is to pay no more than is necessary to attract candidates of the 
appropriate calibre and experience needed for the role the remuneration package for any new recruit would be assessed 
following the same principles as for the executive directors as set out in the remuneration policy table at section 2 above 
the committee is mindful that it wishes to avoid paying more than it considers necessary to secure the preferred candidate and 
will have regard to guidelines and shareholder sentiment regarding oneoff or enhanced short or longterm incentive payments 
made on recruitment and the appropriateness of any performance measures associated with an award
where an existing employee is promoted to the board the policy set out above would apply from the date of promotion but there 
would be no retrospective application of the policy in relation to subsisting incentive awards or remuneration arrangements 
accordingly prevailing elements of the remuneration package for an existing employee would be honoured and form part of  
the ongoing remuneration of the employee these would be disclosed to shareholders in the following year’s annual report  
on remuneration  sinclair is pharma plc annual report and accounts 2014
40
corporate governance
the table below summarises our key policies with respect to recruitment remuneration
 objective and link to strategy operation
base salary and benefits the salary level will be set taking into account a number of factors including market practice 
the individual’s experience and responsibilities and other pay structures within sinclair and will 
be consistent with the salary policy for existing executive directors
the executive director shall be eligible to receive benefits in line with sinclair’s benefits policy 
as set out in the remuneration policy table
pension the executive director will be entitled to receive a pension contribution under the group’s 
defined contribution pension scheme in accordance with the company’s policy
annual bonus the executive director will be eligible to participate in the 2013 bonus plan as set out in the 
remuneration policy table
awards may be granted up to the maximum opportunity allowable in the remuneration policy 
table at the committee’s discretion
longterm incentives the executive director will be eligible to participate in the vcp as set out in the remuneration 
policy table
awards may be granted up to the maximum opportunity allowable under the plan rules at the 
committee’s discretion
maximum variable 
remuneration
the maximum annual variable remuneration that an executive director can receive is limited to 
150 of salary under the 2013 bonus plan and a percentage of the value created under the 
vcp awards under the vcp have no value at grant but provide participants with the 
opportunity to receive a percentage of the value created for shareholders see remuneration 
policy table the maximum value available under the vcp is 15 of the value created for 
shareholders in excess of the 16 growth target
share buyouts 
replacement awards
the committee’s policy is not to provide buyouts as a matter of course however should the 
committee determine that the individual circumstances of recruitment justified the provision of 
a buyout the value of any incentives that will be forfeited on cessation of a director’s previous 
employment will be calculated taking into account the following
• the proportion of the performance period completed on the date of the director’s cessation 
of employment
• the performance conditions attached to the vesting of these incentives and the likelihood of 
them being satisfied 
• any other terms and condition having a material effect on their value ‘lapsed value’
the committee may then grant up to the equivalent value as the lapsed value where possible 
under the group’s incentive plans to the extent that it was not possible or practical to provide 
the buyout within the terms of the group’s existing incentive plans a bespoke arrangement 
would be used
relocation policies in instances where the new executive is relocated from one workbase to another the group 
will provide oneoff and if necessary ongoing as part of the director’s relocation benefits 
compensation to reflect the cost of relocation for the executive in cases where they are 
expected to spend significant time away from their country of domicile
the level of the relocation package will be assessed on a case by case basis but will take into 
consideration any cost of living differences
remuneration report
part 2 directors’ remuneration policy continued sinclair is pharma plc annual report and accounts 2014
41
6 service contracts and payment for loss of office 
61 service contracts
each of the executive directors has a service contract with the company which is terminable by the company or the director on 
12 months’ notice extended to 18 months in certain circumstances the company’s practice is to appoint the nonexecutive 
directors including the chairman for a term of three years subject to annual reelection by the shareholders at the company’s 
agm when setting notice periods the committee has regard for market practice and corporate governance best practice
 executive director date of contract nature of contract notice period by company or director
executive
mr cp spooner 11 december 2009 rolling contract 12 months
mr ch foucher 21 february 2008 rolling contract 12 months
1
 
nonexecutive director date of letter of appointment unexpired term notice period by company or director
mr g cook 12 july 2009 nil 3 months
mr jc tschudin 8 november 2008 nil 3 months
mr j thompson 18 september 2014 35 months 1 month
all service contracts and letters of appointment are available for viewing at the company’s registered office
when determining any loss of office payment for a departing director the committee will always seek to minimise cost to the 
group whilst complying with the contractual terms and seeking to reflect the circumstances in place at the time the committee 
reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal 
obligation or by way of damages for breach of such an obligation or by way of settlement or compromise of any claim arising in 
connection with the termination of an executive director’s office or employment
the table below sets out for each element of total remuneration the group’s policy on payment for loss of office in respect of 
executive directors and any discretion available to the committee 
 element cessation of employment
base salary benefits and pension there will be no compensation for normal resignation or in the event of termination 
by the company due to misconduct in other circumstances executive directors will 
be entitled to receive payment in lieu of notice
salary benefits and pension contributionssalary supplement will normally be paid 
over the notice period the company has discretion to make a lump sum payment on 
termination of the salary value of benefits and pension amounts payable during the 
notice period in all cases the company will seek to mitigate any payments due
1 mr foucher is entitled to receive 18 months’ notice in the event of a change of control of the company resulting in loss of office subject to the approval of the  
remuneration committee sinclair is pharma plc annual report and accounts 2014
42
corporate governance
 element cessation of employment change of control
2013 bonus plan where an executive director’s 
employment is terminated after the end  
of a performance year but before the 
payment is made the executive may be 
eligible for an annual bonus award for 
that performance year subject to an 
assessment based on performance 
achieved over the period no award will 
be made in the event of misconduct
where an executive director’s 
employment is terminated during a 
performance year a pro rata annual 
bonus award for the period worked in 
that performance year may be payable  
at the committee’s discretion subject to 
an assessment based on performance 
achieved over the period and provided 
the individual is a ‘good leaver’ 
no deferred bonus award can be made 
to an executive director who has ceased 
employment
where an executive director is a good 
leaver any deferred element will be 
retained until the next measurement 
date at which it will vest as normal 
otherwise all his deferred bonus 
entitlements will lapse
the good leaver definition is the same as 
for the vcp set out below
committee discretion
the committee has discretion to 
determine whether an individual is a good 
leaver and therefore whether a pro rated 
bonus will be payable for the year of 
cessation and whether any deferred 
bonus will lapse
the committee has discretion to 
determine whether any deferred award 
will be made to an executive director 
who has given or received notice of 
termination of employment
the committee will only use its general 
discretion to determine that an executive 
director is a good leaver in exceptional 
circumstances and will provide a full 
explanation to shareholders if possible in 
advance of the basis for its determination
the extent to which the performance 
requirements are satisfied will determine 
the annual bonus which is earned
any deferred awards will immediately 
vest on a change of control
excludes a reorganisation or 
reconstruction where ownership does 
not materially change
committee discretion
the committee will take into account 
such factors as it consider relevant in 
relation to the bonus plan payment for the 
year in which the event occurs including 
the proportion of the bonus plan year 
elapsed at the date of the event
remuneration report
part 2 directors’ remuneration policy continued sinclair is pharma plc annual report and accounts 2014
43
 element cessation of employment change of control
vcp
the treatment of awards granted 
under the vcp is governed by the 
rules as approved by shareholders 
on termination of employment before the 
measurement date all unvested awards 
will lapse unless the following 
circumstances apply
• death
• injury illhealth or disability
• retirement
• redundancy 
• transfer of the business or part of the 
business to which the participant’s 
employment relates to a person  
who is not a group company
• any other circumstances if the 
committee decides in any  
particular case
where an executive director is deemed  
a good leaver prior to the measurement 
date the committee will have discretion 
if it decides it is appropriate to allow 
some or all of the awards to vest  
by deeming 
• there to be a new measurement date 
at the date of cessation and the 
number of nilcost options to be 
accrued will be calculated as at any 
other measurement date or
• that the nearest normal measurement 
date to the date of cessation of 
employment can be used
all accrued nilcost options will then  
vest and be immediately exercisable 
including any other vested nilcost 
options for a period of six months
anyone who is not a good leaver will be a 
bad leaver where a participant ceases 
to be employed prior to the awards 
becoming exercisable all awards will 
lapse including accrued unvested 
nilcost options
committee discretion
the committee has discretion to 
determine whether an individual is a  
good leaver
the committee in its absolute discretion 
will determine the proportion of awards 
ie performance units that will be 
capable of converting into nilcost 
options on cessation
the committee also has discretion to 
determine that the awards will convert  
on the date of cessation or continue  
until the nearest normal measurement 
date on which they would otherwise  
have converted
on a change of control takeover 
reconstruction amalgamation winding
up or demerger before the measurement 
date there will be a new measurement 
date deemed to be the date of the 
change of control 
in determining the value created the 
measurement price will be the offer  
price for a share made by the acquirer 
plus the appropriate amount per share  
of any dividends paid on the shares 
the calculation of the number of 
company shares to be allocated to  
a participant will be as at any other 
measurement date 
all accrued nilcost options will vest on  
a change of control and be exercisable 
together with any other vested nilcost 
options immediately for a set period of  
up to six months  sinclair is pharma plc annual report and accounts 2014
44
corporate governance
0
800
600
400
200
1000
1200
1400
1600
100
minimum ontarget maximum
£000
42 26
13
17
45
57
multiple period variable
annual variable
fixed
chris spooner
0
800
600
400
200
1000
1200
100
minimum ontarget maximum
£000
43 28
13
17
44
56
multiple period variable
annual variable
fixed
christophe foucher
 element cessation of employment change of control
the committee will only use its general 
discretion to determine that an executive 
director is a good leaver in exceptional 
circumstances and will provide a full 
explanation to shareholders if possible in 
advance of the basis for its determination
other contractual obligations none none
7 illustrations of application of remuneration policy
the policy of the committee is to align executive directors’ interests with those of shareholders and to give the executive 
directors incentives to perform at the highest levels to achieve this it seeks to ensure that a significant proportion of the 
remuneration package varies with the performance of the group and that targets are aligned with the group’s stated business 
objectives
the composition and total value of the executive directors’ remuneration package for the financial year 2014–15 at minimum 
ontarget and maximum performance scenarios are set out in the charts below
assumptions used in determining the level of payout under given scenarios are as follows
 element minimum ontarget maximum
fixed elements 2014–15 base salary 
and benefits
annual variable element  
2013 bonus plan 
0 25 of maximum award
1
50 of maximum award
1
multiple reporting period 
elements 
2013 bonus plan
vcp
0
0
25 of maximum award
50 of ifrs 2 annual value  
of award
2
50 of maximum award
100 of the ifrs 2 annual 
value of award
2
notes
1 maximum annual contribution is 130 of salary for the ceo and 120 for the coo
2 the vcp is a oneoff award granted in 2011 with a five year period following year end this award was surrendered and replaced by a new award in line with the revised 
growth target subject to a new five year holding period the maximum value represents 100 of the annualised ifrs 2 value of the award
3 in accordance with the regulations no allowance has been made for share price appreciation
remuneration report
part 2 directors’ remuneration policy continued sinclair is pharma plc annual report and accounts 2014
45
8 consideration of employment conditions elsewhere in the group when developing policy
in setting the remuneration policy for directors the pay and conditions of other employees of sinclair are taken into account 
including any base salary increases awarded the committee is provided with data on the remuneration structure for 
management level tiers below the executive directors and uses this information to ensure consistency of approach throughout 
the group no comparison metrics were used
although the committee takes into account the pay and conditions of other employees the company did not consult with 
employees when drawing up the policy report
9 consideration of shareholder views
the committee takes the views of the shareholders seriously and these views are taken into account in shaping remuneration 
policy and practice shareholder views are considered when evaluating and setting remuneration strategy and the committee 
commits to consulting with key shareholders prior to any significant changes to its remuneration policy – for example the 
changes to the vcp outlined at section 35 above were discussed with key shareholders prior to implementation in july 2014
10 external appointments
the committee recognises that executive directors may be inclined to take up nonexecutive directorships or public sector  
and notforprofit appointments and that these can broaden the experience network and knowledge of the director from  
which the group can benefit executive directors may therefore accept such appointments only after they have obtained prior 
written approval of the board and that the board is satisfied that there is no conflict of interest and that the appointment will  
not detract from the executives performance for the company executive directors are allowed to retain any fees paid under  
such appointments
during the year under review chris spooner held a nonexecutive directorship with pirtsemit limited chris did not receive any 
remuneration from this external appointment christophe foucher did not hold any external appointments sinclair is pharma plc annual report and accounts 2014
46
corporate governance
remuneration report
part 3 annual report on remuneration
this annual report on remuneration contains details of how the group’s remuneration policy for directors was implemented 
during the financial year ended 30 june 2014 this report has been prepared in accordance with the provisions of the 
companies act 2006 and at the group’s election with reference to schedule 8 of the large and mediumsized companies 
and groups accounts and reports amendment regulations 2013 an advisory resolution to approve this report will be put  
to shareholders at the agm 
1 single total figure of remuneration audited
11 executive directors
the remuneration of executive directors showing the breakdown between components with comparative figures for the prior year 
is shown below figures provided have been calculated in accordance with the regulations
executive director £’000 salary
taxable 
benefits
1
bonus
2
longterm 
incentives
3
pension total
c spooner
2013–14 347 2 283 133 – 765
2012–13 347 2 234 – – 583
c foucher
4 2013–14 251 16 141 92 – 500
2012–13 247 15 155 – – 417
notes
1 taxable benefits include health insurance for the executive director and their family and use of a car
2 it should be noted that the bonus disclosed is 50 of the bonus contribution earned for this financial year under the 2013 bonus plan the balance is deferred and at risk  
of forfeiture mr c spooner also received a discretionary bonus of £65000 and mr c foucher £10500 in respect of performance in the year these amounts were paid 
outside the 2013 bonus plan
3 the payment made under the 2013 bonus plan in this financial year related to deferred elements from previous years where the risk of forfeiture lapsed during this financial 
year and therefore in accordance with the regulations this is shown as a longterm incentive payment
4 remuneration for christophe foucher is paid in euros and is translated at the average rate for the year 2013–14 €1196 2012–13 €1210 for presentation in this report
12 nonexecutive directors
the remuneration of nonexecutive directors showing the breakdown between components with comparative figures for the 
prior year is shown below figures provided have been calculated in accordance with the regulations
nonexecutive director £’000 basic fees additional fees other fees total fees
mr g cook
2013–14 60 – – 60
2012–13 60 – – 60
mr jc tschudin
2013–14 34 – – 34
2012–13 33 – – 33
mr rs swanson
1 2013–14 34 – – 34
2012–13 36 100 – 136
notes
1 in 2012–13 mr swanson was awarded a oneoff fee of £100000 in respect of his services in assisting the group in entering into the longterm distribution agreement with 
valeant for sculptra
®
 this fee was settled by the issue of 188850 new ordinary 10p shares in the company
2 additional details in respect of single total figure table audited
21 2013–14 benefits
the group provided the following benefits to the executive directors
• health insurance for the executive director and their family
• mr foucher is provided with a car for private use
22 2013–14 annual bonus plan outcome
in determining the award for 2013–14 the committee took into account the group financial performance and achievement 
against the strategy the maximum bonus entitlement was 150 of salary for chris spooner and 140 of salary for  
christophe foucher the bonus objectives for the year related to revenues gross margin adjusted ebitda and other  
strategic targets having reviewed the group’s financial performance for the year and the delivery of other strategic targets  
the committee considered that a bonus award of 84 of maximum entitlement was appropriate for chris spooner and 778  
for christophe foucher
chris spooner therefore received a contribution to his bonus plan account of £436726 126 of base salary and christophe 
foucher received a contribution to his bonus plan account of £261690 109 of base salary sinclair is pharma plc annual report and accounts 2014
47
the committee exercised its discretion during the year to change the performance conditions for executive directors in relation 
to the annual bonus the committee considered that a number of acquisitions made during the year significantly improved the 
longterm prospects of the group but were not reflected adequately in the original performance targets that were set at the start 
of the year as a result an additional discretionary bonus payment of £65000 was made to chris spooner increasing his overall 
bonus to 965 of maximum annual entitlement and 145 of salary for the year a discretionary bonus of €12500 was made  
to christophe foucher increasing his overall bonus to 809 of maximum annual entitlement and 113 of salary for the year 
these discretionary bonuses were paid outside the 2013 bonus plan with no element of the bonus being deferred this was an 
exceptional event and the committee would not in the normal course amend performance conditions during a bonus year
23 201314 annual bonus plan outcome
under the 2013 bonus plan the earned bonus for the year is added to each individual executive director’s plan account 50 of 
the balance on the plan account at the end of the financial year is released and 50 deferred see remuneration policy table in 
section 2 of part 2 of this report for details on the operation of the 2013 bonus plan the deferred balances on each executive 
director’s plan account as at 30 june 2014 are set out below
executive director
a plan account 
brought 
forward 
notional 
shares
b plan 
account 
brought 
forward
1
c contribution 
to plan account 
for 2013–14
d plan 
account 
balance after 
2013–14 
contribution
e amount 
released in 
relation to 
performance in 
2013–14 50 
of column c
f amount 
released in 
relation to 
performance in 
prior years
g plan 
account 
carried forward
h plan account 
carried forward 
notional 
shares
c spooner 847 416 £265242 £436726 £701968 £218363 £132621 £350984 1121354
c foucher 586956 £183718 £261690 £445408 £130845 £91858 £222703 711445
notes
1 plan account brought forward calculated using average share price for june 2014 of 313p
24 2013–14 vcp outcome
no awards vested under the vcp in 2013–14
3 total pension entitlements audited
executive directors are entitled to pension contributions under the group’s defined contribution pension scheme however  
both executive directors elect not to receive any such payment
4 detail on variable pay awarded in the year audited
no further awards were made under the vcp to the executive directors in the 2013–14 financial year following the year end 
vcp awards subject to a new growth target were made – further details can be found on page 38
5 payments to past directors audited
no payments to past directors were made during the year
6 payments for loss of office audited
no payments for loss of office were made during the year
7 statement of directors’ shareholding and share interests audited
directors’ share interests for those who were directors at 30 june 2014 including interests of their immediate families and 
persons connected with the directors are set out below all interests are beneficial unless otherwise stated
ordinary shares at 
30 june 2013
ordinary shares at 
30 june 2014
1
number of 2013 
bonus plan shares 
subject to conditions
executive
mr c spooner
1
8407 263 8750734 1121354
mr c foucher
1
156200 156200 711445
nonexecutive
mr g cook 700000 700000 –
mr jc tschudin
2
1411117 2000117 –
mr rs swanson resigned 18 september 2014 4197 854 10150000 –
notes
1 in october 2014 mr c spooner acquired a further 238430 ordinary shares taking his holding to 8989164 and mr c foucher acquired a further 35000 ordinary shares 
taking his holding to 191200 at the date of this report
2 in july 2014 mr jc tschudin acquired 500000 ordinary shares and in october 2014 a further 500000 ordinary shares taking his holding to 3000117 at the date of  
this report
3 vcp interests are not included in this table because they are awards of performance units with a right to a number of nilcost options over shares at each measurement 
date provided the performance conditions are achieved at the date of grant of the performance units the number of nilcost options that could be earned is unknown  sinclair is pharma plc annual report and accounts 2014
48
corporate governance
50
100
150
200
sinclair is pharma plc  ftse pharmaceuticals  biotechnology
data provided by bloomberg
sinclair is pharma plc vs ftse pharmaceuticals  biotechnology
jun 09 dec 09 jun 10 dec 10 jun 11 dec 11 jun 12 dec 12 jun 13 dec 13 jun 14
ftse allshare
the company monitors the levels of share grants and the impact of these on the ongoing requirements for shares in accordance 
with the guidelines set out by the association of british insurers ‘abi’ the company can issue a maximum of 10 of its issued 
share capital in a rolling 10 year period to employees under all its share plans
in addition awards under the 2013 bonus plan will be reduced if the number of shares issued or committed to be issued under 
all of the group’s discretionary share plans in a rolling 10 year period exceeds 5 of the issued share capital
8 performance graph and table unaudited
the committee believes that the current executive remuneration policy and the supporting reward structure provide clear 
alignment with the group’s performance the committee believe it is appropriate to monitor the group’s performance against the 
ftse pharmaceuticals  biotechnology index as it represents a broad range of quoted uk pharmaceutical companies of which 
the company is a constituent the ftse all share index is shown for additional information 
the graph below sets out the tsr performance of the group compared to the ftse pharmaceuticals  biotechnology index and 
for comparison the ftse allshare index over a five year period
the table below shows the chief executive officer’s remuneration package over the past five years
year name
single figure of  
total remuneration  
£’000
1
bonus payout  
as  maximum opportunity
longterm incentive vesting rates 
as  maximum opportunity
2013–14 mr c spooner 765 97 100
2012–13 mr c spooner 583 90 –
2011–12 mr c spooner 661 133 –
2010–11 mr c spooner 498 132 –
2009–10 mr c spooner
2
151 – –
dr m j flynn
3
522 – –
notes
1 includes base salary taxable benefits bonus payments and longterm incentive awards that vested during the year
2 mr spooner did not receive a salary in 2009–10 but was paid a bonus of £150000 and received benefits of £1000
3 dr flynn ceased to be a director with effect from 22 december 2009 the figure for 2009–10 shows what he was paid for the year in accordance with the single figure 
methodology and includes compensation paid for loss of office 
9 percentage change in the chief executive officer’s remuneration unaudited
the table below compares the percentage increase in the chief executive officer’s pay including salary and fees taxable 
benefits and annual bonus with the wider employee population the group considers the fulltime employee population to  
be an appropriate comparator group 
salary  
increase 
taxable 
benefits  
increase
bonus  
increase
chief executive officer 0 0 21
total employee pay 30 0 34
remuneration report
part 3 annual report on remuneration continued sinclair is pharma plc annual report and accounts 2014
49
10 relative importance of spend on pay unaudited
group revenue and ebitda have been selected as comparators for employee costs as these two financial key performance 
indicators ‘kpis’ are strong indicators of the performance of the group and its profitability the table below sets out the overall 
spend on pay for all employees compared with these kpis 
significant distributions
2012–13
£m
2013–14
£m
 
change
total employee costs including executive directors
1
121 125 33
distributions to shareholders – – –
revenue 554 636 148
adjusted ebitda
2
72 100 389
notes
1 figures are taken from note 9 to the financial statements
2 adjusted ebitda defined as earnings before interest tax depreciation amortisation sharebased payments exceptional items and loss from discontinued operations
11 statement of implementation of remuneration policy for 2014–15 unaudited
111 executive directors
salary
the salaries for 2014–15 and the relative increases are set out below
executive director
2013–14 
salary
2014–15 
salary
 
change
mr c spooner £346500 £363825 5
mr c foucher €300000 €315000 5
annual bonus
maximum annual bonus entitlements have been reduced for 2014–15 from 150 and 140 of base salary for the chief 
executive officer and chief operating officer respectively to 130 and 120 of base salary respectively as a result of the 
relaunch of the vcp in july 2014 with revised growth targets
the committee is of the opinion that the performance targets for the bonus plan are commercially sensitive in respect of the 
group and that it would detrimental to the interests of the group to disclose them actual awards made will be published at the 
end of the performance periods so shareholders can assess the basis for any payouts
vcp
existing vcp award holders c spooner and c foucher surrendered their existing vcp awards in exchange for new awards 
subject to the 16 target these new awards were made subject to a new ‘base price’ from which growth will be measured 
37p and will be measured over a new performance period of five years beginning on the date the new awards were made
pension and benefits
neither chris spooner nor christophe foucher will receive payments in lieu of pension contributions benefits will be provided in 
line with the executive directors’ remuneration policy table
112 nonexecutive directors
the following table sets out the fee rates for the nonexecutive directors for 2013–14 and those rates which will apply from 1 july 
for 2014–15  
2013–14 2014–15
 
change
chairman fee 60 60 0
nonexecutive director base fee 34 34 0
additional fee for chairmanship of audit and remuneration committee – – 0
additional fee for membership of audit and remuneration committee – – 0
12 consideration by the committee of matters relating to director’s remuneration unaudited
121 committee members
the committee members are mr jc tschudin chairman and mr g cook both of whom are independent nonexecutive 
directors within the definition of the code on appointment and do not participate in discussions in respect of matters relating 
directly to their own remuneration 
neither of the members of the committee has any personal financial interest other than as shareholders conflicts of interests 
arising from other directorships or daytoday involvement in running the business of the group sinclair is pharma plc annual report and accounts 2014
50
corporate governance
the committee held two formal meetings in the financial year each meeting was attended by all committee members the 
committee also held several other meetings and conversations with advisors and executive directors during the year in relation 
to changes to remuneration policy in particular revisions to the vcp
122 role of the committee and activities
the committee is responsible for recommending to the board the remuneration policy for executive directors and the senior 
management and for setting the remuneration packages for each executive director the committee also has oversight of the 
remuneration policy and packages for other senior members of staff
the written terms of reference of the committee are available on the company’s website
the committee’s main activities during the 2013–14 financial year included 
• determining bonus payments in relation to the 2012–13 financial year
• discussing revised terms for the vcp implemented in july 2014 and
• reviewing base salaries for executive directors and senior management
123 advisors to the committee
the committee received external advice in 2013–14 from pwc who were appointed by the committee and are considered 
objective and independent pwc are members of the remuneration consultants group and as such voluntarily operate under 
the code of conduct in relation to executive remuneration consulting in the uk
pwc also provided the group with advisory work during the year mainly in relation to revisions to the vcp the committee 
reviewed the nature of the services provided and was satisfied that no conflict of interest exists or existed in the provision of 
these services
the chief executive is given notice of all meetings and at the request of the chairman of the committee attends the meetings 
the chief executive may request that he attends and speaks at committee meetings but not on decisions relating to his own 
remuneration in normal circumstances the chief executive will be consulted on general policy matters and matters concerning 
the other executive directors and employees 
the total fees paid to pwc’s in respect of services to the committee during the year were £43500 fees were determined 
based on the scope and nature of the projects carried out for the committee during the year 
13 statement of shareholder voting unaudited
the table below shows the advisory vote on the 2012–13 directors’ remuneration report at the agm held on 6 november 2013
votes for 
votes 
against 
votes 
withheld
2012–13 remuneration report 223482875 9996 78714 004 28386
the first votes on the annual report on remuneration and the directors’ remuneration policy are due to take place at the agm 
to be held on 25 november 2014
the directors’ remuneration report has been approved by the board of sinclair is pharma plc
by order of the board
mr jc tschudin
chairman remuneration committee
29 october 2014
remuneration report
part 3 annual report on remuneration continued sinclair is pharma plc annual report and accounts 2014
51
independent auditors’ report
for the year ended 30 june 2014
independent auditors’ report to the members of 
sinclair is pharma plc 
report on the financial statements
our opinion
in our opinion
• the financial statements defined below give a true and fair 
view of the state of the group’s and of the company’s affairs 
as at 30 june 2014 and of the group’s loss and the group’s 
and the company’s cash flows for the year then ended
• the group financial statements have been properly prepared 
in accordance with international financial reporting 
standards ifrss as adopted by the european union
• the company financial statements have been properly 
prepared in accordance with international financial 
reporting standards ifrss as adopted by the european 
union and as applied in accordance with the provisions of 
the companies act 2006 and
• the financial statements have been prepared in accordance 
with the requirements of the companies act 2006
this opinion is to be read in the context of what we say in the 
remainder of this report
what we have audited
the group financial statements and company financial 
statements the “financial statements” which are prepared  
by sinclair is pharma plc comprise
• the consolidated and company balance sheet as at  
30 june 2014
• the consolidated income statement and consolidated 
statement of comprehensive income for the year then 
ended
• the consolidated and company cash flow statements for the 
year then ended
• the consolidated and company statement of changes in 
shareholders’ equity for the year then ended and
• the notes to the financial statements which include a 
summary of significant accounting policies and other 
explanatory information
the financial reporting framework that has been applied in their 
preparation is applicable law and ifrss as adopted by the 
european union and as regards the company financial 
statements as applied in accordance with the provisions of the 
companies act 2006
certain disclosures required by the financial reporting 
framework have been presented elsewhere in the annual report 
and accounts 2014 the “annual report” rather than in the 
notes to the financial statements these are crossreferenced 
from the financial statements and are identified as audited
what an audit of financial statements involves
we conducted our audit in accordance with international 
standards on auditing uk and ireland “isas uk  
ireland” an audit involves obtaining evidence about the 
amounts and disclosures in the financial statements sufficient 
to give reasonable assurance that the financial statements are 
free from material misstatement whether caused by fraud or 
error this includes an assessment of 
• whether the accounting policies are appropriate to the 
group’s and the company’s circumstances and have been 
consistently applied and adequately disclosed 
• the reasonableness of significant accounting estimates 
made by the directors and
• the overall presentation of the financial statements 
in addition we read all the financial and nonfinancial 
information in the annual report to identify material 
inconsistencies with the audited financial statements and to 
identify any information that is apparently materially incorrect 
based on or materially inconsistent with the knowledge 
acquired by us in the course of performing the audit if we 
become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
overview of our audit approach
materiality
we set certain thresholds for materiality these helped  
us to determine the nature timing and extent of our audit 
procedures and to evaluate the effect of misstatements  
both individually and on the financial statements as a whole
based on our professional judgement we determined 
materiality for the group financial statements as a whole to  
be £645000 this represents approximately 1 of revenue 
which in our view is an appropriate benchmark given the 
group has historically been lossmaking we agreed with the 
audit committee that we would report to them misstatements 
identified during our audit above £32000 as well as 
misstatements below that amount that in our view warranted 
reporting for qualitative reasons
overview of the scope of the audit
the group is structured geographically across six global 
reporting segments in addition to a segment capturing  
central corporate costs the group financial statements are  
a consolidation of twenty seven reporting units comprising  
the group’s operating businesses and centralised functions
in establishing the overall approach to the group audit we 
determined the type of work that needed to be performed at 
the reporting units by us as the group engagement team or 
component auditors from other pwc network firms operating 
under our instruction where the work was performed by 
component auditors we determined the level of involvement 
we needed to have in the audit work at those reporting units  
to be able to conclude whether sufficient appropriate audit 
evidence had been obtained as a basis for our opinion on the 
group financial statements as a whole
accordingly of the twenty seven reporting units we identified 
fourteen active units of which six in our view required an audit 
of their complete financial information due to their size and 
materiality to the group these six reporting units constituted 
79 of the group’s total revenue analytical review 
procedures were performed on the remaining reporting  
units to identify any unusual balances and transactions  
based on size sinclair is pharma plc annual report and accounts 2014
52
financial statements
areas of particular audit focus
in preparing the financial statements the directors made a 
number of subjective judgements for example in respect of 
significant accounting estimates that involved making 
assumptions and considering future events that are inherently 
uncertain we primarily focused our work in these areas by 
assessing the directors’ judgements against available 
evidence forming our own judgements and evaluating the 
disclosures in the financial statements
in our audit we tested and examined information using 
sampling and other auditing techniques to the extent we 
area of focus how the scope of our audit addressed the area of focus
valuation of goodwill and intangible
we focused on this area because of the magnitude of the 
goodwill and intangible asset balances and the judgements 
involved in considering whether the balances are impaired a 
goodwill impairment assessment is required annually by 
accounting standards
the impairment models for goodwill and intangibles use 
value in use assessments which are based on discounted 
cash flow calculations we challenged the key assumptions 
including discount rates and sales growth used in the 
models to support the valuations having ascertained the 
extent of change in those assumptions that either individually 
or collectively would be required for the goodwill and 
intangible assets to be impaired we considered the 
likelihood of such a movement in those key assumptions 
arising and whether there was adequate disclosure of such 
sensitivities in the financial statements
fraud risk in revenue recognition
isas uk  ireland presume there is a risk of fraud in revenue 
recognition because of the pressure management may feel to 
achieve the planned results
we assessed the overall control environment of the group 
including understanding and evaluating the process for 
recording revenue we specifically focussed on any material 
nonstandard manual revenue transactions identified during 
the year and the cutoff of revenue pre yearend as this was 
where the risk was deemed to lie
valuation of intangible assets created on acquisition of 
obvielines sas aqtis medical bv and silhouette lift sl
we focused on this area because of the magnitude of the 
intangible asset created on acquisition and the judgements 
involved in valuing the balance
we assessed the key assumptions including the discount 
rate and sales growth projections used in generating  
the intangible assets on acquisition and challenged 
management to ensure a robust rationale supported the 
calculations external evidence including independent due 
diligence reports and interviews with key employees were 
performed to support the assessments where appropriate
risk of management override of internal controls
isas uk  ireland require that we consider this
we assessed the overall control environment of the group 
including the arrangements for staff to “whistleblow” 
inappropriate actions and interviewed senior management 
we examined the significant accounting estimates and 
judgements relevant to the financial statements for evidence 
of bias by the directors that may represent a risk of material 
misstatement due to fraud in particular we focused on the 
accounting entries surrounding the acquisitions made during 
the year and the financing of these transactions and the 
issue of share capital we also tested journal entries by 
applying a riskbased approach 
opinion on other matter prescribed by the companies 
act 2006
in our opinion the information given in the strategic report 
and the directors’ report for the financial year for which the 
financial statements are prepared is consistent with the 
financial statements
independent auditors’ report continued
for the year ended 30 june 2014
considered necessary to provide a reasonable basis for us to 
draw conclusions we obtained audit evidence through testing 
the effectiveness of controls substantive procedures or a 
combination of both 
we considered the following areas to be those that required 
particular focus in the current year this is not a complete list 
of all risks or areas of focus identified by our audit we 
discussed these areas of focus with the audit committee 
their report on those matters that they considered to be 
significant issues in relation to the financial statements is set 
out on page 20 to 21
opinion on additional disclosures
corporate governance statement
the company voluntarily prepares a corporate governance 
statement that includes the information with respect to internal 
control and risk management systems and about share capital 
structures required by the disclosure rules and transparency 
rules of the financial conduct authority the directors have 
requested that we report on the consistency of that 
information with the financial statements  sinclair is pharma plc annual report and accounts 2014
53
in our opinion the information given in the corporate 
governance statement set out on pages 28 to 31 with  
respect to internal control and risk management systems  
and about share capital structures is consistent with the 
financial statements
other matters on which we are required to report by 
exception
adequacy of accounting records and information and 
explanations received
under the companies act 2006 we are required to report to 
you if in our opinion
• we have not received all the information and explanations 
we require for our audit or
• adequate accounting records have not been kept by the 
company or returns adequate for our audit have not been 
received from branches not visited by us or
• the company financial statements are not in agreement with 
the accounting records and returns
we have no exceptions to report arising from this 
responsibility
directors’ remuneration
under the companies act 2006 we are required to report  
to you if in our opinion certain disclosures of directors’ 
remuneration specified by law are not made we have no 
exceptions to report arising from this responsibility 
corporate governance statement
the directors have chosen to voluntarily comply with the uk 
corporate governance code “the code” as if the company 
were a premium listed company on page 27 of the annual 
report as required by the code provision c11 the directors 
state that they consider the annual report taken as a whole  
to be fair balanced and understandable and provides the 
information necessary for members to assess the group’s and 
company’s performance business model and strategy on 
page 20 to 21 as required by c38 of the code the audit 
committee has set out the significant issues that it considered 
in relation to the financial statements and how they were 
addressed under isas uk  ireland we are required to 
report to you if in our opinion 
• the explanation given by the directors as to why the  
annual report does not include a statement that the  
annual report is fair balanced and understandable is 
materially inconsistent with our knowledge of the group and 
company acquired in the course of performing our audit or
• the section of the annual report describing the work of the 
audit committee does not appropriately address matters 
communicated by us to the audit committee
we have no exceptions to report arising from this responsibility
other information in the annual report
under isas uk  ireland we are required to report to you if 
in our opinion information in the annual report is
• materially inconsistent with the information in the audited 
financial statements or
• apparently materially incorrect based on or materially 
inconsistent with our knowledge of the group and company 
acquired in the course of performing our audit or
• is otherwise misleading
we have no exceptions to report arising from this responsibility
matter on which we have agreed to report by exception
corporate governance statement
the company’s voluntary corporate governance statement 
includes details of the company’s compliance with the uk 
corporate governance code the directors have requested 
that we review the parts of the corporate governance 
statement relating to the company’s compliance with the nine 
provisions of the uk corporate governance code specified 
for auditor review by the listing rules of the financial conduct 
authority as if the company were a premium listed company 
we have nothing to report having performed our review
responsibilities for the financial statements and the audit
our responsibilities and those of the directors
as explained more fully in the statement of directors’ 
responsibilities the directors are responsible for the 
preparation of the financial statements and for being  
satisfied that they give a true and fair view
our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and 
isas uk  ireland those standards require us to comply 
with the auditing practices board’s ethical standards  
for auditors
this report including the opinions has been prepared for and 
only for the company’s members as a body in accordance with 
chapter 3 of part 16 of the companies act 2006 and for no 
other purpose we do not in giving these opinions accept or 
assume responsibility for any other purpose or to any other 
person to whom this report is shown or into whose hands it 
may come save where expressly agreed by our prior consent  
in writing
stephen wootten senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
london gatwick
29 october 2014 sinclair is pharma plc annual report and accounts 2014
54
financial statements
2014 2013
notes
pre
exceptional 
items 
£’000
exceptional 
items
note 6 
£’000
total 
£’000
pre
exceptional 
items 
£’000
exceptional 
items 
note 6 
£’000
total 
£’000
revenue 5 63559 – 63559 55378 – 55378
cost of sales 27632 171 27803 21576 158 21734
gross profitloss 35927 171 35756 33802 158 33644
selling marketing and distribution costs 15011 – 15011 15270 – 15270
administrative expenses 19334 3196 22530 17 110 16595 33705
operating profitloss 8 1582 3367 1785 1422 16753 15331
net finance expense 10 2656 – 2656 1646 – 1646
loss before taxation 1074 3367 4441 224 16753 16977
taxation 11 284 64 348 420 1548 1128
loss for the year from continuing 
operations 790 3303 4093 644 15205 15849
discontinued operations
loss for the year from discontinued operations 7 1208 1515
loss for the year 5301 17 364
loss per share basic and diluted 13
from continuing operations 09p 37p
from discontinued operations 03p 04p
from loss for the year 12p 41p
2014 
£’000
2013 
£’000
loss for the year 5301 17 364
other comprehensive expense items that may subsequently be reclassified to the income statement
currency translation differences 7840 4162
total comprehensive expense for the year 13141 13202
total comprehensive expense arises from
discontinued operations 1208 1515
continuing operations 11933 11687
13141 13202
the notes on pages 60 to 96 are an integral part of these consolidated financial statements
consolidated income statement
for the year ended 30 june 2014
consolidated statement of comprehensive income
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
55
note
2014 
£’000
2013 
£’000
noncurrent assets
goodwill 14 127306 63521
intangible assets 15 114235 57 841
property plant and equipment 16 1399 500
deferred tax assets 25 3847 4155
other financial assets 163 157
246950 126174
current assets
inventories 18 7599 4848
trade and other receivables 19 29537 19936
cash at bank 17532 5061
54668 29845
assets held for resale 20 1100 –
total assets 302718 156019
current liabilities
borrowings 22 1240 3418
trade and other payables 21 26264 18429
other financial liabilities 23 14635 490
current tax liabilities 558 311
provisions 24 178 1380
42875 24028
noncurrent liabilities
borrowings 22 53319 8500
other financial liabilities 23 58027 1467
deferred tax liabilities 25 27040 10929
other noncurrent liabilities 3540 554
141926 21450
total liabilities 184801 45478
net assets 117917 110541
equity
share capital 27 4974 4349
share premium account 28 86137 67 242
merger reserve 97141 97 141
other reserves 31 173 7 691
retained deficit 70162 65882
total shareholders’ equity 117917 110541
the notes on pages 60 to 96 are an integral part of these consolidated financial statements
approved by the board of directors on 29 october 2014
cp spooner
chief executive officer
sinclair is pharma plc registered number 03816616
consolidated balance sheet
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
56
financial statements
company balance sheet
for the year ended 30 june 2014
note
2014 
£’000
2013 
£’000
noncurrent assets
intangible assets 15 481 553
investments 17 199642 159171
200123 159724
current assets
trade and other receivables 19 1301 765
cash at bank 12805 20
14106 785
total assets 214229 160509
current liabilities
borrowings 22 1219 3400
trade and other payables 21 3586 1135
4805 4535
noncurrent liabilities
borrowings 22 64678 24626
total liabilities 69483 29161
net assets 144746 131348
equity
share capital 27 4974 4349
share premium account 28 86137 67 242
merger reserve 102241 102241
other reserves 31 – 24
retained deficit 48606 42508
total shareholders’ equity 144746 131348
the notes on pages 60 to 96 are an integral part of these consolidated financial statements
approved by the board of directors on 29 october 2014
cp spooner
chief executive officer
sinclair is pharma plc registered number 03816616 sinclair is pharma plc annual report and accounts 2014
57
share 
capital 
£’000
share 
premium 
£’000
merger 
reserve 
£’000
other  
reserves 
£’000
retained 
deficit 
£’000
total 
equity 
£’000
balance at 1 july 2012 4026 58727 97141 3529 49145 114278
exchange differences arising on translation of  
overseas subsidiaries – – – 4162 – 4162
loss for the year – – – – 17 364 17 364
total comprehensive expense for the year – – – 4162 17 364 13202
sharebased payments – – – – 627 627
share capital issued 323 8731 – – – 9054
share issue expenses – 216 – – – 216
balance at 30 june 2013 4349 67242 97141 7691 65882 110541
exchange differences arising on translation of  
overseas subsidiaries – – – 7 840 – 7 840
loss for the year – – – – 5301 5301
total comprehensive expense for the year – – – 7 840 5301 13141
sharebased payments – – – – 997 997
share capital issued 625 19375 – – – 20000
share issue expenses – 480 – – – 480
transfer on lapse of warrants – – – 24 24 –
balance at 30 june 2014 4974 86137 97141 173 70162 117917
the notes on pages 60 to 96 are an integral part of these consolidated financial statements
consolidated statement of changes in  
shareholders’ equity
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
58
financial statements
share 
capital 
£’000
share 
premium 
£’000
merger
 reserve 
£’000
other
 reserves 
£’000
retained 
deficit 
£’000
total 
equity 
£’000
balance at 1 july 2012 4026 58727 102241 24 23929 141089
loss for the year – – – – 19206 19206
total comprehensive expense for the year – – – – 19206 19206
sharebased payments – – – – 627 627
share capital issued note 27 323 8731 – – – 9054
share issue expenses – 216 – – – 216
balance at 30 june 2013 4349 67242 102241 24 42508 131348
loss for the year – – – – 7 119 7 119
total comprehensive expense for the year – – – – 7 119 7 119
sharebased payments – – – – 997 997
share capital issued note 27 625 19375 – – – 20000
share issue expenses – 480 – – – 480
transfer on lapse of warrants – – – 24 24 –
balance at 30 june 2014 4974 86137 102241 – 48606 144746
the notes on pages 60 to 96 are an integral part of these consolidated financial statements
company statement of changes in  
shareholders’ equity
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
59
cash flow statements
for the year ended 30 june 2014
group company
note 
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
cash flows from operating activities including  
discontinued operations
net cash outflowinflow from operations 32 4361 2580 7855 3720
interest paid 2112 989 2112 389
interest paid on finance leases 2 4 – –
taxation paid 297 618 – –
net cash used ingenerated from operating activities 6772 969 9967 3331
investing activities
interest received – 3 – –
purchases of property plant and equipment 355 55 – –
purchase of intangible assets 1368 8345 3 –
proceeds from sale of intangible assets 900 1532 – –
purchase of financial instruments 248 – – –
payment of deferred consideration 450 482 – –
advances of intragroup loans – – 43285 9244
repayments if intragroup loans – – 2412 –
acquisition of subsidiary undertakings net of cash acquired 42640 – – –
investment in subsidiary undertaking – – – 2012
net cash used in from investing activities 44161 7 347 40876 11256
financing activities
repayments of obligations under finance leases 19 15 – –
proceeds from borrowings 59468 1829 59468 675
payment of borrowings issue costs 3461 – 3461 –
repayments of borrowings 11928 3231 11928 1600
proceeds from issue of share capital 20000 8820 20000 8870
payment of share issue expenses 449 – 449 –
net cash generated from financing activities 63611 7 403 63630 7 945
net increasedecrease in cash and cash equivalents 12678 1025 12787 20
cash and cash equivalents at 1 july 5061 4036 20 –
exchange gains on cash and bank overdrafts 207 – 2 –
cash and cash equivalents at 30 june 17532 5061 12805 20
the notes on pages 60 to 96 are an integral part of these consolidated financial statements sinclair is pharma plc annual report and accounts 2014
60
financial statements
notes to the financial statements
for the year ended 30 june 2014
1 general information
sinclair is pharma plc the ‘company’ is an international specialty pharmaceutical company focused on dermatology in 
particular – aesthetics wound care and skin care the group has a direct sales and marketing presence in the top five 
european markets and a rapidly growing international division concentrated on key emerging markets through longterm  
multiproduct multicountry sales marketing and distribution deals with key strategic partners
the company is a public limited company which is listed on the aim market of the london stock exchange and is incorporated and 
domiciled in the uk the address of its registered office is whitfield court 30–32 whitfield street london w1t 2rq
2 accounting policies
the principal accounting policies adopted in the preparation of these financial statements are set out below these policies have 
been consistently applied to all years presented unless otherwise stated
basis of preparation
the financial statements have been prepared in accordance with international financial reporting standards ‘ifrss’ and ifrs 
interpretations committee ‘ifric’ as adopted by the european union and with those parts of the companies act 2006 
applicable to companies reporting under ifrss the consolidated financial statements have been prepared under the historical 
cost convention as modified to fair value for certain financial assets and liabilities
the preparation of financial statements in conformity with ifrss requires the use of estimates and assumptions that affect the 
reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and 
expenses during the reporting period although these estimates are based on management’s best knowledge of the amount 
event or actions actual results ultimately may differ from these estimates
under section 479c of the companies act 2006 exemptions from an audit of the accounts for the financial year ending 30 june 
2014 have been taken by sinclair pharmaceuticals limited 01007146 is pharmaceuticals limited 02685820 is pharma 
limited 03337415 acorus therapeutics limited 03976183 as required the company guarantees all outstanding liabilities 
to which the subsidiary companies listed above are subject at the end of the financial year until they are satisfied in full and the 
guarantee is enforceable against the parent undertaking by any person to whom the subsidiary companies listed above is liable  
in respect of those liabilities
going concern
the group’s forecasts taking account of reasonably possible changes in trading performance show that the group should be 
able to operate within the level of its current debt facilities and to comply with the required covenants after making enquiries 
and considering the covenants on the group’s debt the directors have a reasonable expectation that the group has adequate 
resources to continue in operation for the foreseeable future as a result they continue to adopt the going concern basis in 
preparing the financial statements
basis of consolidation
the consolidated financial statements of the company incorporate the financial statements of the company and its subsidiaries 
subsidiaries are fully consolidated from the date on which control is transferred to the group control is achieved where the 
group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities  
they are deconsolidated from the date on which control ceases
the acquisition method of accounting is applied to all business combinations made by the group the cost of an acquisition  
is measured as the fair value of the assets given equity instruments issued and liabilities incurred or assumed at the date of 
exchange at the rate of exchange where applicable on the date of acquisition acquisition costs are expensed as incurred 
identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially  
at their fair values on the date of acquisition based on the rate of exchange where applicable on the date of acquisition 
irrespective of the extent of any noncontrolling interest the excess of the cost of the acquisition over the fair value of the 
group’s share of identifiable net assets including intangible assets acquired is recorded as goodwill if the cost of acquisition  
is less than the fair value of the group’s share of net assets of the subsidiary acquired the difference is recognised directly in  
the income statement
where necessary adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line 
with those used by the group on consolidation all intragroup transactions balances income and expenditure are eliminated sinclair is pharma plc annual report and accounts 2014
61
2 accounting policies continued
segment reporting
operating segments are reported in a manner consistent with internal reporting provided to the executive management team 
who act as the chief operating decision maker the executive management team has determined that there are the following 
reportable operating segments international operations france italy germany uk and spain
foreign currency translation
items included in the financial statements of each of the group’s entities are measured using the functional currency of the 
primary economic environment in which the entity operates the functional currency the consolidated financial statements are 
presented in sterling which is the company’s and the group’s functional and presentation currency transactions in foreign 
currencies are translated into the functional currency at the rate of exchange ruling at the date of transaction monetary assets 
and liabilities denominated in foreign currencies at the balance sheet date are translated at the rates of exchange prevailing at 
that date gains and losses arising on translation are included in the income statement the results of operations that have a 
functional currency different from the presentation currency are translated at the average rate of exchange during the period  
and their balance sheets at the rates ruling at the date of the balance sheet exchange differences arising on translation from  
1 july 2005 are taken directly to a separate component of equity the cumulative translation reserve included within ‘other 
reserves’ there is no tax impact on these transactions exchange differences on intragroup loan balances are taken to the 
income statement unless they are considered longterm equity investments
revenue recognition
revenue from product sales is recognised upon shipment to customers provisions for rebates product returns and discounts to 
customers are provided for as reductions to revenue in the same period as the related sales occurred royalties receivable under 
licensing agreements are recognised as they are earned and are recorded within revenue the recognition of other payments 
received and receivable such as licence fees upfront payments and milestones is dependent on the terms of the related 
arrangement having regard to the ongoing risks and rewards of the arrangement and the existence of any performance or 
repayment obligations if any with the third party amounts received and receivable are recognised immediately as revenue where 
there are no substantial remaining risks no ongoing performance obligations and amounts received are not refundable amounts 
are deferred over an appropriate period where these conditions are not met
goodwill
goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the identifiable net assets 
including intangible assets of the acquired subsidiary at the date of acquisition goodwill is tested annually for impairment and 
carried at cost less accumulated impairment losses gains and losses on the disposal of an entity include the carrying amount  
of goodwill relating to the entity sold goodwill arising on the acquisition of a foreign entity is treated as an asset of the foreign 
entity denominated in foreign currency and translated at the balance sheet date according to the rate of exchange prevailing at 
that date
intangible assets
i licences and product rights
licences and trademarks including product distribution rights and technical dossiers are recognised at their fair values at 
acquisition date where acquired as part of a business combination or cost if acquired separately and are amortised on a 
straightline basis over their estimated useful economic lives 5 to 20 years from the time they are available for use amortisation 
is included within administrative expenses
ii research and development
research expenditure is recognised as an expense as incurred costs incurred on development activities are recognised as 
intangible assets when it is probable that the project will be a success considering its commercial and technological feasibility 
status of regulatory approval and costs can be measured reliably other development expenditure is recognised as an expense 
as incurred development costs previously recognised as an expense are not recognised as an asset in a subsequent period 
development costs that have a finite useful life and that have been capitalised are amortised from the date of regulatory approval 
of the product on a straightline basis over the period of its expected benefit not exceeding 10 years
property plant and equipment
all property plant and equipment are shown at cost less accumulated depreciation and impairment cost includes expenditure 
that is directly attributable to the acquisition of the assets sinclair is pharma plc annual report and accounts 2014
62
financial statements
2 accounting policies continued
subsequent costs are included in the assets’ carrying amount or recognised as a separate asset as appropriate only when it is 
probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured 
reliably all other repairs and maintenance are charged to the income statement during the financial period in which they are 
incurred land is not depreciated depreciation on other assets is calculated using the straightline method to write off the cost 
of each asset to its residual value over its estimated useful life as follows
• freehold buildings over 15 to 45 years
• leasehold improvements expensed over period of lease and
• office and laboratory equipment depreciated at 15 to 50 per year
the assets’ residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date
assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or where 
shorter over the term of the relevant lease
investments in subsidiary undertakings
investments in subsidiary undertakings are carried at cost less impairment provision such investments are subject to review and 
any impairment is charged to the income statement
impairment
goodwill is tested annually for impairment and other intangible assets are tested where there is an indication of impairment if any 
such indication exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss if 
any where the asset does not generate cash flows that are independent from other assets the group estimates the 
recoverable amount of the cashgenerating unit ‘cgu’ to which the asset belongs
recoverable amount is the higher of fair value less costs to sell and value in use in assessing value in use the estimated future 
cash flows are discounted to their present value using a pretax discount rate that reflects current assessments of the time value 
of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted if the 
recoverable amount of an asset or cgu is estimated to be less than its carrying amount the carrying amount of the asset 
cgu is reduced to its recoverable amount an impairment loss is recognised as an expense immediately
where an impairment loss subsequently reverses the carrying value of the asset cgu is increased to the revised estimate of 
its recoverable amount provided that the increased carrying amount does not exceed the carrying amount that would have been 
determined had no impairment loss been recognised for the asset cgu in prior periods a reversal of an impairment loss is 
recognised as income immediately
inventories
inventories are valued at the lower of cost and net realisable value cost comprises materials direct labour and a share of 
production overheads if appropriate at the relevant stage of production provision is made for obsolete slowmoving or defective 
items where appropriate net realisable value is determined at the balance sheet date on commercially saleable products based 
on estimated selling price less all further costs to completion and all relevant marketing selling and distribution costs
borrowings
borrowings are recognised initially at fair value net of transaction costs incurred borrowings are subsequently stated at 
amortised cost any difference between the proceeds net of transaction costs and the redemption value is recognised in the 
income statement over the period of the borrowings using the effective interest method
taxation
the tax expense represents the sum of the tax currently payable and deferred tax the tax currently payable is based on taxable 
profit for the period taxable profit differs from net profit as reported in the income statement because it excludes items of income 
and expenses that are taxable and deductible in other periods and it further excludes items that are never taxable or deductible 
the group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance 
sheet date
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
63
2 accounting policies continued
deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and 
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted 
for using the balance sheet liability method deferred tax liabilities are generally recognised for all taxable temporary differences 
and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which 
deductible temporary differences can be utilised such assets and liabilities are not recognised if the temporary difference arises 
from goodwill or the initial recognition other than a business combination of other assets and liabilities in a transaction that 
affects neither the taxable profit nor the accounting profit
deferred tax liabilities are recognised for taxable temporary differences arising from investments in subsidiaries except where the 
group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse 
in the foreseeable future the carrying amount of deferred tax assets are reviewed at each balance sheet date and reduced to the 
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered
deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is 
realised deferred tax is charged or credited in the income statement except when it relates to items charged or credited directly 
to equity in which case the deferred tax is also dealt with in equity
leases
leases including hire purchase contracts are classified as a finance lease whenever the terms of the lease transfer substantially 
all the risks and rewards of ownership to the lessee all other leases are classified as operating leases assets held under finance 
leases and hire purchase contracts are capitalised and included in property plant and equipment at fair value each asset is 
depreciated over the shorter of the lease term or its useful life the obligations related to finance leases net of finance charges in 
respect of future periods are included as appropriate under current or noncurrent liabilities the interest element of a rental 
obligation charged to the income statement is allocated to accounting periods during the lease term to reflect a constant rate of 
interest on the remaining balance of the obligation for each accounting period rentals under operating leases are charged to the 
income statement on a straightline basis over the term of the relevant lease
pensions
the group operates a defined contribution pension scheme for its employees the assets of the scheme are held in 
independently administered funds contributions are charged to the income statement as they become payable in accordance 
with the rules of the schemes
other employee benefits
the expected cost of compensated shortterm absence ie holidays is recognised when employees provide services that 
increase their entitlement an accrual is made for holidays earned but not taken
sharebased payments
i options warrants and performance share awards
the group grants share options warrants and performance share awards to directors employees and certain consultants 
equitysettled sharebased payments are measured at fair value at the date of grant and expensed on a straightline basis over 
the expected life of the option or warrant based on the estimated number of options or warrants that will eventually vest the 
share options or warrants granted have varying performance criteria required for the option or warrants to vest and these are 
considered in the method of measuring the fair value where it is considered appropriate the fair value is measured using the 
blackscholes model where complex market performance criteria exist a monte carlo model has been used to establish the  
fair value on grant
ii value creation plan
the group also operates a value creation plan ‘vcp’ which grants vcp units to executive directors and certain employees  
of the group these vcp units are convertible into nilcost options over ordinary shares subject to the group’s share price 
reaching certain targets the fair value of the vcp units granted is recognised as an expense with a corresponding increase in 
equity the fair value is initially recognised at the date of the award of the vcp units and is spread over the period during which 
the vcp units are convertible into ordinary shares the fair value of the vcp units is determined using a monte carlo valuation 
model taking into account the terms and conditions upon which the grants are made
iii 2013 bonus plan
the group also operates a bonus plan which requires 50 of the annual bonus awarded to executives and certain employees  
to be deferred into a plan account the deferred element of the annual contribution will be in shares the number of which will  
be calculated based on the 30 day average share price at the end of the plan year and added to the deferred balance in the 
participant’s account sinclair is pharma plc annual report and accounts 2014
64
financial statements
2 accounting policies continued
participants are entitled to an annual payment of 50 of the balance of their plan account at the end of each financial year  
this continues for three years with the remaining balance paid out in shares in year four when the bonus plan ends the value 
held in a participant’s plan account may be reduced by 50 if certain forfeiture thresholds are not met
equitysettled sharebased payments granted by the company to employees of subsidiaries are recognised as an expense 
charged to the relevant subsidiary with an equal increase in the investment in the subsidiary undertaking
trade receivables and trade payables
trade receivables and trade payables do not bear any interest and are stated at their book value as reduced where appropriate 
with allowances for estimated irrecoverable amounts
cash and cash equivalents
cash and cash equivalents includes cash in hand deposits held at call with banks other shortterm highly liquid investments with 
original maturities of three months or less and bank overdrafts bank overdrafts are shown within borrowings in current liabilities 
on the balance sheet
exceptional items
exceptional items represent significant items of income and expense which due to their nature size or the expected infrequency 
of the events giving rise to them are presented separately on the face of the income statements to give a better understanding to 
shareholders of the elements of the financial performance in the year so as to facilitate comparison with prior periods and to 
better assess trends in financial performance
other financial assets
other financial assets include noncurrent rent deposits paid on the property occupied in france
new ifrss standards and interpretations
the following new standards and amendments to standards are mandatory for the first time for the financial year ending 30 june 
2014 and have been applied by the group but have had no impact
• ias 19 ‘employee benefits’ effective annual periods beginning on or after 1 january 2013
• ifrs 9 ‘financial instruments’ on ‘classification and measurement’ of financial assets and liabilities
3 financial risk management
monitoring of financial risk is part of the board’s ongoing risk assessment process the group does not use financial derivatives 
other than an interest rate cap to manage interest rate risk on borrowings and it is the group’s policy not to undertake any 
trading in speculative financial instruments
market risk
market risk is the risk that changes in market prices such as foreign exchange rates or interest rates will affect the group’s net 
income or value of its assets and liabilities
foreign exchange risk
the group has transactional currency exposures as the majority of the group’s revenues and certain expenditures are in 
currencies other than the functional currency of the group mainly euros and us dollars certain of the group’s bank borrowings 
are denominated in euros and us dollars as disclosed in note 22
the group finances the majority of its activities in europe and the us in the local currency out of revenue receipts excess 
currency receipts are then translated into sterling either at the spot rate or through forward contracts at 30 june 2014 and 
30 june 2013 the group had no such forward contracts outstanding where subsidiaries are funded centrally this is achieved 
by the use of longterm loans on which exchange translation differences are taken to reserves
the group’s other financial liabilities include deferred and contingent consideration which is denominated in euros and 
us dollars cash reserves are held on deposit in us dollars to hedge against the foreign exchange risk on items of deferred  
and contingent consideration payable in us dollars which are expected to be settled over the next 12 months any future 
surpluses may be held on currency deposit to meet future contingent consideration liabilities
at 30 june 2014 if the euro had strengthenedweakened by 5 against sterling with all other variables held constant loss after 
tax would have been £1359000£1229000 higherlower 2013 £3000£2000 lowerhigher the impact on total 
equity would have been £4052000£3666000 higherlower 2013 £2686000 £2430000 higherlower 
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
65
3 financial risk management continued
at 30 june 2014 if the us dollar had strengthenedweakened by 5 against sterling with all other variables held constant loss 
after tax would have been £902000£816000 higherlower 2013 £266000£240000 higherlower the impact on 
total equity would have been £800000£724000 higherlower 2013 £1433000£1297000 higherlower
interest rate risk
the group does not have significant interestbearing assets and therefore the group’s income and operating cash flows are 
substantially independent of changes in market interest rates
the group’s interest rate risk arises from short and longterm borrowings borrowings at variable rates expose the group to cash 
flow interest rate risk at 30 june 2014 if interest rates on floating borrowing rates had been 05 higherlower with all other 
variables held constant loss after tax would have been £133000 2013 £64693 higherlower
it is the group’s policy to cap the interest on two thirds of the borrowings over the term of the facility the interest rate risk on the 
remaining uncapped facility is forecast to reduce in line with the facility as capital repayments are made
credit risk
credit risk is managed on a group basis the group is exposed to credit risk through prewholesalers and marketing partners 
such that if one or more of them is affected by financial difficulty it could materially and adversely affect the group’s financial 
results concentration of credit risk in relation to trade receivables is analysed in note 19
the creditworthiness of customers is assessed by reference to publicly available information or information supplied by  
those customers
surplus cash deposits are invested with institutions which have a higher credit rating than a
the directors do not believe that the group is exposed to significant concentrations of credit risk on other classes of  
financial instruments
price risk
the group is not exposed to significant commodity or other market price risk however like any trading company the group  
is exposed to the risk of unforeseen increases in the cost of goods purchased from suppliers to mitigate this risk the group 
manages its relationships with suppliers closely such that pricing mechanism are controlled by contract forecast demand is 
scheduled up to 12 months prior to delivery and actual demand is confirmed in advance through purchase orders in accordance 
with preagreed pricing lists
liquidity risk
the group’s approach to managing liquidity is to ensure as far as possible that it will always have sufficient liquidity to meet  
its liabilities as they fall due and can generate sufficient cash flows to meet covenant targets under both normal and stressed 
conditions without incurring unacceptable losses or risking damage to the group’s reputation the board reviews the forecast 
liquidity and covenant headroom at every board meeting using cash flow forecasts which are updated on a regular basis in line 
with the business plan the group complied with the covenants on its borrowings throughout the year
the group has access to a £3000000 revolving credit facility which can be utilised to support shortterm liquidity requirements
capital management
the group defines the capital that it manages as the group’s total equity the group’s objectives when managing capital are to 
safeguard the group’s ability to continue as a going concern to provide an adequate return to investors based on the levels of 
risk undertaken to have available the necessary financial resources to allow the group to invest in areas that may deliver future 
benefits and returns to investors and to maintain sufficient financial resources to mitigate against risks and unforeseen events 
together with ensuring compliance with the group’s existing banking covenants on borrowings which were complied with fully 
throughout the year
the group’s gearing ratio comparing net debt to enterprise value using the share price at 30 june 2014 is 20 2013 6
the group believes it has sufficient ongoing cash and cash equivalents to meet its stated capital management objectives and the 
directors believe that the capital management objectives have been met throughout the financial year sinclair is pharma plc annual report and accounts 2014
66
financial statements
3 financial risk management continued
fair value estimation
the group analyses financial instruments carried at fair value by valuation method the different levels have been defined as follows
• quoted prices unadjusted in active markets for identical assets or liabilities level 1
• inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly that is  
as prices or indirectly that is derived from prices level 2
• inputs for the asset or liability that are not based on observable market data that is unobservable inputs level 3
the following table presents the group’s financial assets and liabilities that are measured at fair value at 30 june 2014
level 1 
£’000
level 2 
£’000
level 3 
£’000
total 
£’000
assets
financial assets at fair value through the profit or loss
– interest rate cap 248 248
liabilities
financial liabilities at fair value through the profit or loss
– contingent consideration from business combinations 68272 68272
there were no assets and liabilities measured at fair value at 30 june 2013
a financial instruments in level 1
the fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date 
a market is regarded as active if quoted prices are readily and regularly available from an exchange dealer broker industry 
group pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an 
arm’s length basis the quoted market price used for financial assets held by the group is the current bid price at 31 december 
2014 there are no financial instruments at level 1
b financial instruments in level 2
the fair value of financial instruments that are not traded in an active market for example overthecounter derivatives is 
determined by using valuation techniques these valuation techniques maximise the use of observable market data where it is 
available and rely as little as possible on entity specific estimates if all significant inputs required to fair value an instrument are 
observable the instrument is included in level 2
if one or more of the significant inputs is not based on observable market data the instrument is included in level 3
specific valuation techniques used to value financial instruments include
• the fair value of interest rate caps is calculated as the present value of the estimated future cash flows based on observable 
yield curves
• other techniques such as discounted cash flow analysis are used to determine fair value for the remaining financial instruments
the interest rate cap is included in level 2 and the contingent consideration in level 3
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
67
3 financial risk management continued
c financial instruments in level 3
the following table presents the changes in level 3 instruments for the year ended 30 june 2014
contingent 
consideration 
in a business 
combination
opening balance –
acquisitions 66657
gains and losses recognised in profit or loss 1615
closing balance 68272
total gains or losses for the period included in profit or loss for assets held at the end of the reporting period 1615
change in unrealised gains or losses for the period included in profit or loss for assets held at the end of 
the reporting period 1615
there were no assets and liabilities measured at fair value at 30 june 2013
see note 23 for disclosures of the measurement of the contingent consideration
current assets held for sale
in accordance with ifrs 5 the assets and liabilities held for sale were written down to their fair value less costs to sell of 
£1100000 this is a nonrecurring fair value which has been measured using observable inputs being the prices for recent 
sales of similar businesses and is therefore within level 2 of the fair value hierarchy the fair value has been measured by the 
selling price agreed when the asset was sold immediately post year end
4 critical accounting estimates and judgements
preparation of the group’s financial statements requires the use of estimates and judgements that affect the reported amounts  
of assets liabilities revenues and expenses and related disclosures the board bases its estimates and judgements on historic 
experience and on various other assumptions that it considers reasonable actual results may differ from these estimates under 
different assumptions and conditions the estimates and assumptions that have a significant risk of causing material adjustment 
to the carrying amounts of assets and liabilities within the next financial year are discussed below
estimates
impairment of goodwill
determining whether goodwill and other intangibles are impaired requires an estimation of the value in use of the cgus to which 
goodwill or other intangible assets have been allocated the value in use calculation requires estimation of future cash flows 
expected to arise from the cgu and a suitable discount rate in order to calculate present value there is a risk of a material 
adverse impact on the income statement should an impairment adjustment be required
valuation of intangibles acquired in business combinations
determining the fair value of intangible assets acquired in business combinations requires estimation of the value of the cash 
flows related to the identified intangibles and a suitable discount rate in order to calculate the present value the value of cash 
flows has been estimated by applying royalty rates on comparable products to forecast cash flows used at the time of the 
business combination the estimates of the applicable discount rates for intangible assets are based on a capital asset pricing 
modelderived discount rate and the nature of the intangible asset being valued
valuation of contingent consideration
determining the fair value of contingent consideration requires estimation of the probability and timing of future events such  
as regulatory approvals and sales milestones being achieved resulting in deferred consideration becoming payable a suitable 
discount rate is then applied to the expected cash flows to calculate the present value there is a risk of a material impact  
on the income statement in future periods should any key assumptions change which result in the expected value of the final 
consideration payable increasing or decreasing  sinclair is pharma plc annual report and accounts 2014
68
financial statements
5 segment information
the chief operating decision maker has been identified as the executive management team this team reviews the group’s 
internal reporting in order to assess performance and allocate resources management has determined the operating segments 
based on these reports
the executive management team considers the business as being organised into the following reportable operating segments 
country operations including the group’s operations in france uk italy germany and spain where the group has its 
proprietary sales infrastructure and international operations where the group sells through a local distributor the group’s 
product portfolio is sold across all segments with the exception of sculptra
®
 which is only sold in country operations as the 
group only has rights to sculptra
®
 in western europe research and development technology licensing income and costs 
intellectual property and corporate costs are included under the ‘other’ heading
the executive management team assesses the performance of the operating segments based on a measure of adjusted earnings 
before interest tax depreciation amortisation exceptional items and sharebased payments ‘adjusted ebitda’
2014 continuing operations
operating segments
france 
£’000
italy 
£’000
germany 
£’000
uk 
£’000
spain 
£’000
country 
operations 
£’000
international 
operations 
£’000
other 
£’000
total 
£’000
revenue 12835 5088 5323 10000 4683 37929 25630 – 63559
cost of goods sold 5260 2640 1828 3482 2393 15603 12029 – 27632
gross profit 7575 2448 3495 6518 2290 22326 13601 – 35927
adjusted ebitda 2147 1073 1256 3466 841 8783 9446 8197 10032
2013 continuing operations
operating segments
france 
£’000
italy 
£’000
germany 
£’000
uk 
£’000
spain 
£’000
country 
operations 
£’000
international 
operations 
£’000
other 
£’000
total 
£’000
revenue 12276 4532 4679 8615 4795 34897 20481 – 55378
cost of goods sold 4796 1914 1517 2642 2010 12879 8697 – 21576
gross profit 7 480 2618 3162 5973 2785 22018 11784 – 33802
adjusted ebitda 2171 1231 1252 2906 800 8360 7 313 8443 7 230
during the year there was £16629000 2013 £7011000 of sales between segments the revenue analysis above is stated 
net of intercompany sales
the segmental analysis above represents the analysis of sales by destination
a reconciliation of total adjusted ebitda to total operating loss is provided as follows
2014 
£’000
2013 
£’000
ebitda for reportable segments 10032 7 230
depreciation on continuing activities 299 228
amortisation 6186 4953
exceptional items note 6 3367 16753
sharebased payments 1965 627
operating loss from continuing operations 1785 15331
an analysis of revenue by category is set out in the table below
2014 
£’000
2013 
£’000 
product revenue 59688 53652
royalties 3104 1043
license fees and milestones 767 683
63559 55378
no single customer comprised more than 10 of revenue for 2014 or 2013
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
69
6 exceptional items
exceptional items represent significant items of income and expense which due to their nature size or the expected infrequency 
of the events giving rise to them are presented separately on the face of the income statement to give a better understanding to 
shareholders of the elements of financial performance in the year so as to facilitate comparison with prior periods and to better 
assess trends in financial performance
2014 
£’000
2013 
£’000 
acquisition costs 2558 74
restructuring costs 1632 2197
impairment charges 426 15151
reversal of prior year impairment charge 820 –
cost of sales – release of fair valuation uplift in acquired inventories 171 158
profits on disposal 600 827
3367 16753
acquisition costs of £2558000 2013 £74000 include legal and professional expenses incurred in relation to the 
acquisitions of obvieline sas aqtis holdings bv and silhouette lift sl during the year and other business 
development projects
restructuring and integration costs of £1632000 2013 £2197000 include post acquisition restructuring costs and 
manufacturing write offs incurred as a result of integrating the activities of acquired businesses into the group and other 
restructuring actions undertaken in the year and in 2013 also included settlements paid to distributors in order to return certain 
product rights and resolve legacy contract disputes
impairment charges of £426000 2013 £15151000 include an impairment to the rights to the terbinafine spray asset 
following the decision to halt further development work on this product and return the rights to the licensor in 2013 impairment 
charges of £15151000 included £11474000 impairment to the product rights and £3677000 impairments to goodwill as a 
result of declining sales volumes and a reduction in average selling prices affecting the variquel
®
 and cryogesic products
an impairment reversal of £820000 has been recognised in the current year as a result of an agreement reached to dispose of 
the cryogesic assets for total consideration of £1100000 the sale completed post period on 1 july 2014 and as a result the 
cryogesic assets have been treated as an asset held for sale at 30 june 2014
exceptional cost of sales of £171000 2013 £158000 represent the pass through of the fair value uplift applied at acquisition 
to the carrying value of the inventories acquired with the acquisition of silhouette lift sl and obvieline sas 2013 advanced 
biotechnologies inc the fair value uplift was expensed through cost of sales as the inventory was sold  
to the market
profits on disposal of £600000 were generated from the disposal of effederm by the group to labaratoires bailleul sa for a 
total consideration of €1010000 £854000 in november 2013 in 2013 £827000 was generated from the disposal of fazol 
g by the group to laboratories majorelle for a total consideration of €1150000 £990000 in march 2013 the profit on 
disposal is the consideration net of the carrying value of the asset disposed and associated legal costs incurred
after the exceptional cost of sales of £171000 2013 £158000 the remaining £3196000 2013 £16595000 of 
exceptional costs has been expensed through administration expenses sinclair is pharma plc annual report and accounts 2014
70
financial statements
7 discontinued operations
on 30 june 2013 the group closed its manufacturing facility at cléry in france and has fully outsourced its manufacturing 
arrangements the group makes significant cost savings through the outsourcing of these manufacturing arrangements to its 
manufacturing partners
a loss for the year of £1208000 2013 £1515000 has been recognised as the costs of discontinued operations
a single amount is shown on the face of the income statement comprising the posttax result of discontinued operations the 
income and expenses of these operations are reported separately from the operations of the group revenue from discontinued 
operations represents intragroup revenue of the cléry site up to the point that stock from cléry operations was exhausted 
determined using third party rates for the products manufactured during the year the table below provides further detail
2014 
£’000
2013 
£’000 
revenue 1227 4573
cost of sales 1399 5194
gross loss 172 621
administrative expenses 1036 894
operating loss 1208 1515
finance expense – –
loss before taxation 1208 1515
taxation – –
loss for the period from discontinued operations 1208 1515
the major classes of assets and liabilities comprising the operations classified as discontinued are as follows
2014
 £’000
2013 
£’000 
current assets
inventories – 173
trade and other receivables – 44
– 217
total assets – 217
current liabilities
trade and other payables – 643
provisions – 1269
– 1912
total liabilities – 1912
net liabilities of discontinued operations – 1695
the cash outflow from discontinued operations is disclosed in note 32 there are no discontinued cash flows arising from 
investing or financing activities
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
71
8 expenses by nature
2014 
£’000
2013 
£’000 
continuing operations
cost of inventory recognised as an expense 26050 20955
royalties payable 1582 622
depreciation on property plant and equipment note 16 299 338
net reversal of impairment chargesimpairment charges note 6 394 15151
amortisation of intangible assets
1
 note 15 6186 4953
employee benefit expense excluding sharebased payment expense note 9 10531 12063
foreign exchange gainslosses 428 182
operating leases – land and buildings 440 439
operating leases – other 153 213
research and development excluding salary costs 784 726
profit on disposal of intangible assets 600 827
legal and professional fees including patents costs 1766 1835
distribution expenses excluding salary costs 1973 1649
selling and marketing costs excluding salary costs 8896 9162
restructuring charges excluding salary costs note 6 671 638
acquisition costs note 6 2558 74
sharebased payments 1965 627
other expenses 2912 2018
total cost of sales selling marketing and distribution and administrative expenses 65344 70709
1 in line with the group’s accounting policy amortisation and impairment of intangible assets is included in the income statement under administrative expenses
services provided by the group’s auditor
during the year the group obtained services from the group’s auditor as described below
2014 
£’000
2013 
£’000 
fees payable to company’s auditors for the audit of parent company and  
consolidated financial statements 248 120
fees payable to company’s auditors and its associates for other services
audit of the financial statements of the group’s subsidiaries pursuant to legislation 17 80
audit related assurance 5 5
services relating to corporate finance transactions entered into or proposed to be entered into  
by the group 5 –
tax compliance services 66 58
advisory tax services 54 10
all other services 57 38
452 311 sinclair is pharma plc annual report and accounts 2014
72
financial statements
9 employees and directors
the average monthly number of employees including executive directors employed by the group during the year was
group company
2014 
number
2013 
number
2014 
number
2013 
number
sales and distribution 58 57 – –
production 30 35 – –
administration 73 52 3 3
161 144 3 3
group company
staff costs for the above employees
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
wages and salaries 8181 8661 849 974
social security costs 1830 2088 120 127
pension costs 520 687 8 20
sharebased payments 1965 627 616 353
12496 12063 1593 1474
at 30 june 2014 the group had unpaid pension contributions of £49000 2013 £35000
the above staff costs include £961000 2013 £1559000 relating to redundancy and termination payments for certain  
former employees
key management compensation
key management includes executive directors and members of the executive management team compensation paid or payable 
to key management for employee services is shown below
group company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
salaries and shortterm employee benefits 1968 2391 641 817
postemployment benefits 97 115 6 –
termination benefits 203 213 – –
sharebased payments 840 736 457 353
3108 3455 1104 1170
details of the directors’ remuneration are set out in the directors’ remuneration report
10 finance income and costs
2014 
£’000
2013 
£’000 
interest on bank loans and overdrafts 2041 743
interest on other borrowings 24 53
discount unwind on deferred consideration 1853 105
net foreign exchange gains on financing activities 1921 166
write off of arrangement expenses for refinanced loan facilities 604 415
other finance charges 55 164
net finance expense 2656 1646
net foreign exchange gains of £1921000 include £1710000 of exchange gains arising from the difference in the sterling euro 
and the sterling us dollar exchange rates at the drawdown date of the hayfin capital management llp ‘hayfin’ facilities and 
the end of the year
on 3 january 2014 the group entered into a new term loan facility with hayfin and consequently the clydesdale bank borrowing 
was repaid in full and £604000 of loan fees relating to the arrangement of this facility were written off in december 2012 the 
group replaced its existing loan facilities with a new term loan facility with clydesdale bank and direct issue costs relating to the 
previous facility of £415000 were written off
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
73
11 taxation on loss on ordinary activities
2014 2013
pre
exceptional 
items
exceptional 
items 
total 
£’000
pre
exceptional 
items
exceptional 
items 
total 
£’000
current tax
 uk corporation tax 38 – 38 89 – 89
 overseas tax 458 – 458 490 – 490
496 – 496 401 – 401
deferred tax note 26
 utilisation of brought forward losses 101 – 101 486 – 486
 deferred tax chargecredit current year profits 154 – 154 387 – 387
 reversal of temporary differences 1035 64 1099 854 1548 2402
780 64 844 19 1548 1529
tax creditcharge on loss before taxation on 
continuing activities 284 64 348 420 1548 1128
the deferred tax credit on exceptional items includes the amortisation of deferred tax liabilities arising from the impairment and 
disposal of intangible assets note 6
factors affecting the total tax charge
the tax credit assessed on the loss on ordinary activities for the year is lower 2013 lower than the standard rate of corporation 
tax in the uk of 21 2013 23 the differences are reconciled below
2014 
£’000
2013 
£’000 
loss on ordinary activities before tax 4441 16977
loss on ordinary activities before tax multiplied by the standard rate of corporation tax in the uk of 
2250 2013 2375 999 4032
amortisation not allowed for tax purposes 221 2447
expenses not deductible for tax purposes 786 927
utilisation of brought forward tax losses 807 926
tax losses for which no deferred tax asset was recognised 598 739
tax rate difference 34 345
decelerated capital allowances 163 38
over provided in previous years 20 474
research and development tax credits 5 125
other temporary differences 3 9
total tax credit 348 1128
a number of changes to the uk corporation tax system were announced in the march 2013 budget statement this included a 
change to the standard rate of corporation tax to 21 from 1 april 2014 and to 20 from 1 april 2015 which has been 
substantively enacted sinclair is pharma plc annual report and accounts 2014
74
financial statements
12 loss for the financial year
as permitted by section 408 of the companies act 2006 the company’s income statement has not been included in these 
financial statements the company’s loss for the financial year was £7119000 2013 £19206000
13 loss per share
the basic loss per share has been calculated by dividing the loss for the year by the weighted average number of shares in 
existence for the year the loss and weighted average number of shares for the purpose of calculating the diluted loss per share 
are identical to those used for the basic loss per share at 30 june 2014 as the exercise of share options and warrants would 
have the effect of reducing the loss per share and therefore is not dilutive
2014 2013
loss attributable to equity shareholders £’000 5301 17 364
weighted average number of shares number 444757679 426575766
diluted weighted average number of shares number 444757679 426575766
basic and diluted loss per share pence 12p 41p
loss from continuing activities £’000 4093 15849
basic and diluted loss per share pence from continuing activities 09p 37p
loss from discontinued activities £’000 1208 1515
basic and diluted loss per share pence from discontinued activities 03p 04p
adjusted earnings per share
adjusted earnings per share has been calculated by adding back exceptional charges amortisation of acquired product rights 
and loss from discontinued operations to the loss for the year together with related deferred tax movements resulting in an 
adjusted profit for the year
a reconciliation of adjusted profit is as follows
2014 
£’000
2013 
£’000 
loss for the year 5301 17 364
exceptional items note 6 3367 16753
discontinued activities 1208 1515
amortisation of acquired product rights and trademarks note 15 5710 4572
deferred tax credit arising on amortisation and exceptional items 1099 2402
adjusted profit for the year 3885 3074
adjusted earnings per share pence 09p 07p
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
75
14 goodwill
2014 
£’000
2013 
£’000 
cost
at 1 july 2013 70077 67 644
additions note 36 69004 –
disposals 95 –
exchange adjustments 5124 2433
at 30 june 2014 133862 70077
accumulated impairment
at 1 july 2013 6556 2879
impairment charge for the year – 3677
at 30 june 2014 6556 6556
net book value at year end 127306 63521
additions in 2014 comprise the excess consideration paid over the fair value of assets acquired on the purchase of obvieline 
sas aqtis medical bv and silhouette sl 
disposals in 2014 comprise £95000 following the disposal of certain product rights
exchange adjustments arise as a result of the impact of the difference in the sterling euro exchange rate and the sterling us 
dollar exchange rate at the beginning of the year or the date of acquisition and at end of the year on balances recorded in euros 
and us dollars
goodwill has been allocated to cash generating units ‘cgu’s in line with the group’s segmental reporting structure the 2013 
goodwill allocated to cgu’s has been reevaluated and restated as a consequence of the significant additions in 2014 the 
goodwill arising from these acquisitions has been allocated according to the forecast cashflows of each operating segment that 
will benefit from the goodwill
goodwill has been provisionally allocated to the following cgus
2014 
£’000
2013
 £’000 
international operations 83579 36828
france country operations 16571 13787
italy country operations 7819 4866
spain country operations 8243 3110
germany country operations 2310 –
united kingdom country operations 8784 4930
127306 63521
goodwill is not amortised but tested annually for impairment or more frequently if there are indications that it may be impaired 
value in use calculations have been utilised to calculate recoverable amount value in use is calculated as the net present value 
of the projected posttax cash flows of each cgu discounted at 115 2013 105 the group’s estimated posttax weighted 
average cost of capital the same discount rate is applied to each cgu because the group is centrally funded
the cash flows which have been approved by the board have been projected over five years for all cgus representing the 
director’s best estimate of future product revenues and margins growth rate assumptions have been applied at an individual 
product and market levels and range from 0 for noncore products to 50 for certain key strategic products sinclair is pharma plc annual report and accounts 2014
76
financial statements
14 goodwill continued
longterm growth rate assumptions beyond year five are 2 2013 20 for all other cgus other than sinclair uk 0 which 
consists mainly of noncore and unpromoted hospital products these growth rates are consistent with forecasts used in 
industry reports
france country operations and german country operations have the lowest headroom of recoverable amount over carrying value 
the recoverable amounts of these cgus are most sensitive to revenue forecasts a 14 reduction in forecast sales in france 
and a 17 reduction in forecast sales in germany would reduce the headrooms for each cgu to a minimum before an 
impairment would be necessary
values in use calculations generate significant headroom over recoverable amounts for all other cgus whilst forecasts are 
sensitive to growth rates for specific products and territories the directors believe that any reasonably possible change in the 
key assumptions on which the recoverable amounts are based for all other cgus would not cause the carrying amount to exceed 
their recoverable amount
in 2013 goodwill was impaired following new entrants in the market which primarily affected the variquel
®
 and cryogesic
®
 trademarks
15 intangible assets
 group company
licenses and 
product rights 
£’000
other 
£’000
total 
£’000
total 
£’000
cost
at 1 july 2012 84469 2219 86688 1249
additions 8016 456 8472 –
disposals 734 – 734 –
exchange adjustments 1920 55 1975 –
at 30 june 2013 93671 2730 96401 1249
additions 4290 741 5031 3
additions arising on business combinations note 36 62106 – 62106 –
disposals 40 – 40 –
transfers to assets held for sale 3602 – 3602 –
exchange adjustments 4733 40 4773 –
at 30 june 2014 151692 3431 155123 1252
accumulated amortisation and impairment
at 1 july 2012 20769 1059 21828 622
charge for the year 4572 381 4953 74
disposals 361 – 361 –
impairment charge and reversal of impairments note 6 11474 – 11474 –
exchange adjustments 626 40 666 –
at 30 june 2013 37080 1480 38560 696
charge for the year 5710 476 6186 75
transfers to assets held for sale 2502 – 2502 –
impairment charge and reversal of impairments note 6 394 – 394 –
exchange adjustments 902 60 962 –
at 30 june 2014 38992 1896 40888 771
net book value
at 30 june 2014 112700 1535 114235 481
at 30 june 2013 56591 1250 57 841 553
at 1 july 2012 63700 1160 64860 627
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
77
15 intangible assets continued
additions arising on business combinations are recognised based on the fair value of the identifiable intangible assets acquired 
which primarily relate to the product rights and trademarks covering the acquired products the amounts recognised are 
£31936000 relating to the acquisition of silhouette lift sl £17619000 for aqtis medical bv and £12551000 for the 
acquisition of obvieline sas as set out further in note 36
additions in the year include £3605000 payable for the purchase of the direct distribution rights for silhouette in the uk
exchange adjustments arise as a result of the impact of the difference in the sterling euro exchange rate and the sterling us 
dollar exchange rate at the beginning of the year or the date of acquisition and at end of the year on balances recorded in euros 
and us dollars
16 property plant and equipment
freehold land 
and buildings 
£’000
leasehold 
improvements 
£’000
office and 
laboratory 
equipment 
£’000
total 
£’000
cost
at 1 july 2012 717 378 2229 3324
exchange adjustments 31 – 123 154
additions – – 82 82
disposals – – 959 959
at 30 june 2013 748 378 1475 2601
exchange adjustments 34 – 47 81
additions – – 321 321
additions arising on business combinations note 36 – – 1505 1505
disposals – – 569 569
at 30 june 2014 714 378 2685 3777
accumulated depreciation
at 1 july 2012 638 110 1734 2482
exchange adjustments 29 – 105 134
charge for year 64 32 242 338
disposals – – 853 853
at 30 june 2013 731 142 1228 2101
exchange adjustments 34 – 4 38
charge for the year – – 299 299
additions arising on business combinations note 36 – – 585 585
disposals – – 569 569
at 30 june 2014 697 142 1539 2378
net book value
at 30 june 2014 17 236 1146 1399
at 30 june 2013 17 236 247 500
at 1 july 2012 79 268 495 842
the net book value of office equipment and leasehold improvements includes £21000 2013 £51000 in respect of assets held 
under finance leases and hire purchase agreements depreciation for the year on those assets was £30000 2013 £23000 sinclair is pharma plc annual report and accounts 2014
78
financial statements
17 investments
shares in 
subsidiary 
undertakings 
£’000 
loans to 
group 
undertakings 
£’000
total 
£’000
cost
at 1 july 2012 124748 49111 173859
additions net of loan repayments 2012 9244 11256
interest charged on loans to group undertakings – 664 664
loan waivers – 3136 3136
conversion of subsidiary loan to equity investment 16000 16000 –
capital contribution re employee share options 274 – 274
exchange adjustments – 1783 1783
at 30 june 2013 143034 41666 184700
additions net of loan repayments – 43286 43286
interest charged on loans to group undertakings – 1219 1219
repayments – 2412 2412
capital contribution re employee share options 1350 – 1350
strike off of dissolved companies
1
6950 189 7 139
reclassification 1354 1354 –
exchange adjustments – 2972 2972
at 30 june 2014 136080 81952 218032
accumulated impairment
at 1 july 2012 6425 1083 7 508
impairment charges 18021 – 18021
at 30 june 2013 24446 1083 25529
strike off of dissolved companies
1
6425 714 7 139
at 30 june 2014 18021 369 18390
net book value
at 30 june 2014 118059 81583 199642
at 30 june 2013 118588 40583 159171
at 1 july 2012 118323 48028 166351
1 the strike off of dissolved companies follows the dissolution of sinclair pharma uk limited and cranage limited which were formerly dormant subsidiaries of the company
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
79
17 investments continued
the company’s principal subsidiary undertakings are as set out below
country of 
incorporation holding
proportion 
held nature of business
sinclair pharmaceuticals limited england ordinary shares 100 pharmaceutical products
sinclair pharma srl italy ordinary shares 100 pharmaceutical products
salix pharma ab sweden ordinary shares 100 pharmaceutical products
sinclair pharma ab sweden ordinary shares 100 pharmaceutical products
sinclair pharma france holding sas france ordinary shares 100 holding company
sinclair pharma france sas france ordinary shares 100 pharmaceutical products
sinclair pharmaceutical espana sl spain ordinary shares 100 pharmaceutical products
sinclair pharma gmbh germany ordinary shares 100 pharmaceutical products
is pharma limited england ordinary shares 100 holding company
is pharmaceuticals limited england ordinary shares 100 pharmaceutical products
acorus therapeutics limited england ordinary shares 100 pharmaceutical products
sinclair is pharma ireland limited ireland ordinary shares 100 pharmaceutical products
advanced biotechnologies inc usa ordinary shares 100 pharmaceutical products
sinclair life sciences india private limited india ordinary shares 100 pharmaceutical products
sinclair pharma holdings limited england ordinary shares 100 holding company
sinclair pharma management limited england ordinary shares 100 investment company
obvieline sas france ordinary shares 100 pharmaceutical products
sinclair holdings bv netherlands ordinary shares 100 holding company
aqtis holdings bv netherlands ordinary shares 100 holding company
aqtis medical bv netherlands ordinary shares 100 pharmaceutical products
aqtis ip bv netherlands ordinary shares 100 pharmaceutical products
silhouette holding iberia sl spain ordinary shares 100 holding company
silhouette lift sl spain ordinary shares 75 pharmaceutical company
silhouette lift inc usa ordinary shares 75 pharmaceutical company
the investments for sinclair pharma management limited and sinclair pharma holdings limited are held directly by the 
company the investments for all other subsidiaries are held indirectly through sinclair pharma holdings limited
investments are reviewed for impairment when there is an indication of impairment an impairment review was carried out during 
the year as a result of this review in the year no impairment charge was made to the value of investments 2013 18021000
18 inventories
group
2014
£’000
2013 
£’000 
raw materials 1781 630
finished goods 5818 4218
7599 4848
the company held no inventory at 30 june 2014 2013 £nil sinclair is pharma plc annual report and accounts 2014
80
financial statements
19 trade and other receivables
group company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
trade receivables 24510 17 085 – –
less provision for impairment of trade receivables 383 234 – –
amounts due from group undertakings note 35 – – 532 713
trade receivables – net of provision 24127 16851 532 713
other receivables 2311 1199 679 33
accrued income 1073 820 – –
prepayments 2026 1066 90 19
at 30 june 29537 19936 1301 765
the fair value of trade receivables other receivables and accrued income is considered to be equal to their carrying value
at 30 june 2014 trade receivables of £9405000 2013 £3615000 were past due but not impaired these relate to 
wholesalers and marketing partners for whom there is no recent history of default all trade receivables whether current or past 
due are reviewed for impairment on a case by case basis to identify impairment taking into account the ageing of the debt the 
likelihood of recoverability and other external factors the aging analysis of trade receivables is as follows
group
2014 
£’000
2013 
£’000 
not yet due 14722 13236
up to three months past due 7903 2625
over three months past due 1502 990
over three months past due and impaired 383 234
impairment on receivables over three months past due 383 234
24127 16851
movements on the group’s provision for impairment of trade receivables are as follows
group
2014 
£’000
2013 
£’000 
at 1 july 234 279
provision for receivables impairment 247 107
receivables written off during the year as uncollectable 88 127
exchange adjustments 10 25
383 234
the carrying amounts of trade and other receivables are denominated in the following currencies
 group company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000 
gbp 5121 2417 1301 765
euro 18192 14817 – –
usd 6061 2638 – –
inr 163 – – –
29537 19936 1301 765
20 assets held for resale
assets held for resale of £1100000 2013 £nil includes the cryogesic trademark the sale of the cryogesic trademark was 
subsequently agreed on 1 july 2014 for a total consideration of £1100000
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
81
21 trade and other payables
group company
2014 
£’000
2013 
£’000
2014
 £’000
2013 
£’000
trade payables 14621 8673 1110 86
other taxes and social security costs 724 1091 – –
other payables 9803 6904 – –
accruals and deferred income 1116 1761 2087 686
amounts due to group undertakings – – 389 363
26264 18429 3586 1135
22 borrowings
group company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
bank loans 53319 8463 53319 8463
obligations under finance leases – 37 – –
amounts due to group undertakings – – 11359 16163
noncurrent borrowings 53319 8500 64678 24626
obligations under finance leases 21 18 – –
bank loans 1219 3400 1219 3400
current borrowings 1240 3418 1219 3400
total borrowings 54559 11918 65897 28026
borrowings are repayable as follows
on demand or within one year 1240 3418 1219 3400
over one and under two years 3112 3418 3112 3400
over two and under five years 50207 5082 50207 5063
over five years – – 11359 16163
total borrowings 54559 11918 65897 28026
the minimum lease payments under finance leases fall due as follows
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
not later than one year 25 21 – –
later than one year but not more than five – 39 – –
future finance charges on finance lease 4 5 – –
present value of finance lease liabilities 21 55 – –
on 3 january 2014 the group entered into a new term loan facility with hayfin and consequently the group’s existing loan facility 
with clydesdale bank was repaid in full drawings under the hayfin facility amount to £577m and were used to fund the 
acquisition of obvieline sas aqtis medical bv and silhouette lift sl repay existing borrowings and to meet borrowing 
issuing expenses and the costs of acquisition this includes drawdown denominated in £ of £86m euros of €385m £308m 
and 313m £183m 
direct issue costs of £31m at june 2014 have been offset against the gross liability and are being amortised over the life of 
the facility 
foreign exchange gains of £17m arising from the difference in the sterling euro and the sterling us dollar exchange rates at 
the date of drawdown and the end of the financial year have been posted to net finance expenses
the total available facility of £625m includes a revolving facility of £30m and a borrowing facility of up to £595m and expires 
on 3 january 2019 sinclair is pharma plc annual report and accounts 2014
82
financial statements
22 borrowings continued
interest is initially charged at libor  80 but will reduce to libor  70 and then 550 when the ratio of debt to ebitda 
drops below 3201 and then 2001 but not before 2 may 2015 interest payments are scheduled every quarter capital 
repayments equivalent to 50 of the amount by which cash flows after debt service exceeds £05m will be paid within  
130 days following the end of each financial year starting in from june 2014 a final settlement payment will be made at the 
expiry of the facility 
drawings under the facility are secured by a debenture over all the group’s assets
the fair value of current borrowings equals their carrying amount as the amounts are not discounted
23 other financial liabilities
other financial liabilities include deferred purchase considerations due as follows
group company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
noncurrent 58027 1467 – –
current 14635 490 – –
72662 1957 – –
included within other financial liabilities is deferred and contingent consideration arising from business combinations completed 
in the year this represents the director’s estimate of the fair value of the assumed contractual minimum liabilities following 
business combinations discounted to their present value using a discount rate of 115 the groups estimated weighted average 
cost of capital
the items of deferred and contingent consideration relating to the acquisitions of obvieline sas aqtis medical bv and 
silhouette lift sl are described in note 36
deferred consideration payable to the previous owner of sepi ag a swiss subsidiary acquired by is pharma in april 2008 
which are payable to the original developers of haemopressin
®
 in annual instalments until march 2017 representing royalties 
payable on future net revenue from haemopressin
®
 in 2013 this represented the total deferred consideration in 2014 £451000 
is current and £1035000 is noncurrent
24 provisions
other 
£’000
legal 
£’000
restructuring 
£’000
total 
£’000
at 1 july 2013 – 111 1269 1380
charged to the income statement 86 – – 86
utilised in the year – – 1185 1185
released in the year – 12 – 12
exchange adjustments – 7 84 91
at 30 june 2014 86 92 – 178
total provisions comprise legal provisions of £92000 2013 £111000 and other provisions of £86000 2013 £nil in 2013 
there was a restructuring provision of £1269000 all of which has been utilised in the year following the closure of the cléry 
manufacturing site provisions released during the year also includes £12000 2013 £327000 legal provision released 
following the settlement of other commercial disputes arising from normal trade
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
83
25 deferred income tax
analysis of the group’s deferred tax assets and liabilities is as follows
group
2014 
£’000
2013 
£’000 
deferred tax assets
– deferred tax asset to be recovered after more than 12 months 3528 3768
– deferred tax asset to be recovered within 12 months 319 387
3847 4155
deferred tax liabilities
– deferred tax liability to be recovered after more than 12 months 25523 10323
– deferred tax liability to be recovered within 12 months 1517 606
27040 10929
deferred tax liabilities net 23193 6774
deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against 
current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation 
authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis
deferred tax assets
business 
combinations 
£’000
tax losses 
£’000
total 
£’000
at 1 july 2013 1677 2478 4155
exchange differences 110 92 202
changes in tax rates – 85 85
tax losses utilised in the year – 184 184
timing differences arising in the year 163 – 163
at 30 june 2014 1730 2117 3847
a deferred tax asset arises as a result of the fair value adjustment to the carrying value of intangible assets at the time of the 
acquisition of groupe cs dermatologie sas now sinclair pharma france sas and the subsequent amortisation of the 
intangible assets and also on tax losses carried forward in certain entities which the directors expect to be utilised in the 
foreseeable future
foreign exchange differences of £202000 arising on deferred tax assets in overseas subsidiaries are recognised as part of the 
movement in other reserves all other movements are recognised in the income statement
all other movements are recognised in the income statement
deferred tax liabilities
business 
combinations 
£’000
other timing 
differences 
£’000
reinvestment 
relief 
£’000
total 
£’000
at 1 july 2013 7874 176 2879 10929
additions arising from business combinations 18292 – – 18292
exchange differences 643 – – 643
amortisation of deferred tax liabilities arising on business combinations 1524 14 – 1538
at 30 june 2014 23999 162 2879 27040
the deferred tax liability arising on business combinations relates to the fair value adjustment to the carrying value of intangible assets 
recognised on the acquisition of silhouette lift sl in may 2014 aqtis medical bv in april 2014 obvieline sas in january 2014 
advanced biotechnologies inc in december 2011 and is pharma plc in may 2011 and the subsequent disposal amortisation 
exchange movement or impairment of balances within this category of intangible assets
the deferred tax liability arising on reinvestment reflects the taxable value of timing differences following the tax relief obtained 
through the reinvestment of the proceeds from the sale of assets sinclair is pharma plc annual report and accounts 2014
84
financial statements
25 deferred income tax continued
foreign exchange differences of £643000 arising on deferred tax liabilities from overseas business combinations are 
recognised as part of the movement in other reserves all other movements are recognised in the income statement
unrecognised deferred tax
the group has a potential deferred tax asset which has not been recognised in the financial statements due to uncertainties 
surrounding suitable future taxable profits in the event that these assets are recognised in the future planned reductions in the 
rate of corporation tax in the uk will reduce the potential value of these assets this potential deferred tax asset is analysed as 
follows
2014 
£’000
2013 
£’000 
tax losses 7710 7 718
decelerated capital allowances 281 375
future tax relief for sharebased remuneration 137 53
other temporary differences 67 176
unrecognised deferred tax asset 8195 8322
no deferred tax is recognised on the distributed profits of subsidiaries as they are reinvested by the group and no tax is 
expected to be payable on them for the foreseeable future since acquisition subsidiaries have earned profits of £8640000 
2013 7539000 that have not been remitted to the company and have been utilised against brought forward tax losses
26 financial instruments
the group’s financial instruments comprise cash and cash equivalents finance leases borrowings and various trade and other 
receivables and trade and other payables that arise directly from its operations the group’s policies and additional disclosures 
relating to the management of foreign exchange credit cash flow and liquidity and pricing risk are set out in note 3
the group had the following financial instruments at 30 june each year
assets liabilities
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
other noncurrent financial assets 163 157 – –
cash at bank 17532 5061 – –
trade and other receivables 25996 18050 – –
trade and other payables – – 24989 17 338
other financial liabilities – – 72662 1957
provisions – – 178 111
other noncurrent liabilities – – 3540 313
borrowings – finance leases – – 21 55
borrowings – bank loans – – 54538 11863
43691 23268 155928 31637
interest rate risk
the group does not have significant interestbearing assets and therefore the group’s income and operating cash flows are 
substantially independent of changes in market interest rates
interestbearing financial liabilities are made up as follows
2014 2013
financial liabilities
fixed 
£’000
floating 
£’000
fixed 
£’000
floating 
£’000
borrowings – finance leases euro 21 – 55 –
borrowings – bank loans euro – 30825 – –
borrowings – bank loans gbp – 5409 – 7 380
borrowings – bank loans usd – 18304 – 4483
21 54538 55 11863
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
85
26 financial instruments continued
the effective interest rates on financial liabilities as at the balance sheet date are as follows
2014 2013
fixed floating fixed floating
euro – finance leases 5 – 5 –
euro – bank loans – 92 – 53
sterling – bank loans – 92 – 57
us dollar – bank loans – 92 – 53
trade and other receivables trade and other payables and other noncurrent assets liabilities provisions are not interest bearing
in accordance with ias 39 ‘financial instruments recognition and measurement’ the group has reviewed all contacts for 
embedded derivatives that are required to be separately accounted for there were no such derivatives at 30 june 2014 or 
30 june 2013 the directors consider that the fair value of the group’s financial instruments do not differ significantly from  
their book values other than bank loans as set out in note 22
foreign currency exposure
at 30 june 2014 the group’s operating companies have financial instrument assets of £18254000 2013 £3402000 and 
financial instruments liabilities of £65031000 2013 £6742000 denominated in us dollars financial instrument assets of 
£19615000 2013 £18197000 and financial instrument liabilities of £74237000 2013 £12684000 denominated in euros
company
the company had the following financial instruments at 30 june each year
assets liabilities
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
cash at bank 12805 20 – –
trade and other receivables 250 – – –
amounts due from group undertakings 82115 41296 – –
trade and other payables – – 3585 1135
borrowings – – 54538 11863
borrowings – amounts due to group undertakings – – 11360 16163
95170 41316 69483 29161
amounts due to group undertakings are unsecured and interest free
trade and other payables and other noncurrent liabilities are noninterest bearing
foreign currency exposure
at 30 june 2014 the company has financial instrument assets of £24000000 2013 £nil and financial instrument liabilities  
of £18304000 2013 £4483000 denominated in us dollars and financial instrument assets of £49639000 2013 
£28800000 denominated in euros and financial instrument liabilities of £30587000 2013 £nil denominated in us dollars
27  calledup share capital
group and company
2014 
number
2013 
number
2014 
£’000
2013 
£’000
issued and fully paid
ordinary shares of 10p
at 1 july 434914773 402583065 4349 4026
shares issued for cash 62500000 32331708 625 323
at 30 june 497414773 434914773 4974 4349
see note 29 for details of potential issues of ordinary shares sinclair is pharma plc annual report and accounts 2014
86
financial statements
27 calledup share capital continued
2014
on 16 april 2014 the company issued 62500000 new ordinary shares of 10p through a placing at 32p per share the proceeds 
of the placing will primarily be used to fund the payment of deferred and contingent consideration relating to acquisitions note 36
2013
on 4 october 2012 the company issued 32142858 new ordinary shares of 10p through a placing at 28p per share  
the proceeds of the placing were used to fund the licence payment to valeant pharmaceuticals for the rights to sculptra
®
  
in western europe
on 7 november 2012 the company issued 188850 ordinary shares of 10p each to mr rs swanson nonexecutive director  
in settlement of a discretionary bonus on the date of the award the shares had a market value of 285p per share
28 share premium and merger reserve
group and company
2014 
£’000
2013 
£’000
at 1 july 67242 58727
proceeds from shares issued 19375 8731
share issue expenses 480 216
at 30 june 86137 67 242
in accordance with merger accounting principles the share premium in connection with historic acquisitions has been 
recognised as a merger reserve 
29 potential issues of ordinary shares
the company has issued share options and warrants to directors and employees of the group share options have been issued 
from the sinclair pharma plc 2003 enterprise management incentive scheme ‘2003 scheme’ approved by the board on 
18 november 2003 under this scheme the company can grant both qualifying options emi options and unapproved options 
over ordinary 10p shares in the company the company has also issued performance share awards and replacement options 
under the 2003 executive incentive plan ‘eip’
sinclair pharma plc 2003 executive incentive plan
the company established the eip pursuant to a resolution of the board passed on 18 november 2003 the eip is intended  
to allow the company to make performance share awards and grant options make restricted share awards award stock 
appreciation rights and cash based longterm incentives or a combination thereof to senior executives and key employees
a performance share award is a promise to deliver ordinary shares at the end of the performance period subject to the 
satisfaction of the performance conditions the right will vest automatically and does not require any action by the award holder
at the discretion of the committee an award may be granted under the 2003 eip to any executive director or employee of the 
group who is required to devote the whole or substantially the whole of his working time to the group awards may be made  
at any time other than a close period or other than at any time when a grant would be in breach of any other applicable laws or 
regulations no awards will be made more than 10 years after the date of the adoption of the eip no consideration is payable  
for the grant of an award
the performance criteria period will in the absence of any other period determined by the committee be the three consecutive 
financial years commencing with the financial year in which the award is made
the committee will set performance conditions that they consider to be both relevant and stretching and designed to enhance 
the business having regard to the code and the guidelines and standards of principles published from time to time by the 
association of british insurers relating to best practice on share incentive schemes the performance conditions must be  
met at the end of the performance period for the award to vest
the company has also issued various warrants as follows
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
87
29 potential issues of ordinary shares continued
replacement warrants and new warrants
replacement warrants were issued on 2 december 2003 in exchange for an equivalent number of old warrants replacement 
warrants provide the holder with a right to acquire such number of ordinary shares as are equal in amount to a ‘target value’ 
target value is calculated using the following formula
number of old warrants or unapproved options held by warrant holder multiplied by the ipo placing price per ordinary 
share 115p
replacement warrants are denominated in units on the exercise of each unit of value a corresponding value of ordinary shares 
in the company may be acquired the maximum number of ordinary shares which can be acquired under the terms of the 
replacement warrants shall not exceed the number of ordinary shares that may have been acquired under the terms of the old 
warrants the acquisition price payable for ordinary shares shall be between £001 and £033 per unit and shall in aggregate 
be equal to the acquisition price payable for ordinary shares under the terms of the old warrants
the company and the holders of the replacement warrants also entered into a joint election under section 44a of the uk 
social security contributions and benefits act 1992 to transfer legal responsibility for payment of the employers’ national 
insurance contributions to the holders of the replacement warrants
new warrants were granted under the same terms and exercise prices as the replacement warrants to which they relate
replacement warrants and new warrants are exercisable in whole or in part at any time they shall lapse on the earliest of the 
10th anniversary of the date of grant or the bankruptcy of the warrant holder there are no performance conditions relating to 
either replacement warrants or new warrants
gem warrants
the company issued warrants to gem global yield fund limited ‘gem warrants’ to subscribe for ordinary 10p shares in the 
company gem warrants vested immediately on issue and expired during the year with no options exercised
octopus warrants
the company has also issued warrants to octopus capital limited ‘octopus warrants’ to subscribe for ordinary 10p shares 
in the company the octopus warrants vested immediately and can be exercised for a period of five years from the date of grant
the number of shares subject to options warrants performance share awards and interests in shares at 30 june 2014 the date 
of grant and periods in which they may be exercised are given below
outstanding at
date of grant exercise price 30 june 2014 30 june 2013 exercise period
share options
10 december 2003 1150p – 36000 10 december 2003–9 december 2013
20 october 2004 945p 15575 15575 20 october 2007–19 october 2014
4 october 2006 1010p 13005 13005 4 october 2009–3 october 2016
performance share awards
14 december 2011 10p 100000 300000 14 december 2014–na
1
replacement options
6 november 2009 10p 42958 42958 6 november 2010–5 november 2016
replacement warrants
3 december 2003 67 0p – 75000 3 december 2003–2 december 2013
3 december 2003 1330p – 75000 3 december 2003–2 december 2013
new warrants
3 december 2003 67 0p – 11214 3 december 2003–2 december 2013
3 december 2003 1330p – 11214 3 december 2003–2 december 2013
gem warrants
15 may 2009 37 2p – 900000 15 may 2009–14 may 2014
octopus warrants
11 december 2009 320p 1000000 1000000 11 december 2009–10 december 2014
1171538 2479966
1 shares subject to performance share awards will be issued to holders of such awards immediately upon satisfaction of the performance criteria subject to the holder 
agreeing to pay the 10p per share nominal value if new shares are issued sinclair is pharma plc annual report and accounts 2014
88
financial statements
30 sharebased payments
value creation plan
the sinclair pharma 2011 vcp was approved by shareholders at a general meeting held on 13 january 2011 awards granted 
under the vcp have no value at grant but subject to satisfaction of the performance conditions can convert into nilcost options 
at each measurement date further details of the plan are outlined in the directors’ remuneration report
9500 vcp units out of a total pot of 10000 were granted to executive directors and senior management on 12 may 2011 of 
which 7800 remained outstanding at 30 june 2014
the vcp awards are valued using a monte carlo model the inputs into the model are as follows
12 may 2011
share price on award date 325p
base price 280p
number of simulations 10000
expected life of options 5 years
dividend yield nil
risk free interest rate 109
sinclair is pharma share price volatility 35
share price hurdle per measurement period 20
payout over share price hurdle 15
shares in issue 2011 380812790
the charge for the year to the income statement in relation to these vcp awards amounted to £736000 2013 £600000
2013 bonus plan
certain employees of the group are eligible to participate in the 2013 bonus plan which is described in note 2
at 30 june bonus awards with a value of £2319000 2013 £845000 have been deferred under the 2013 bonus plan the 
fair value of £2319000 is based on the cash value at 30 june which is converted into 3689835 2013 3061564 notional 
10p ordinary shares in the company with a share value of 313p 2013 276p being the midmarket value of the company’s 
shares for the 30 day period ending on the measurement date of 30 june 2014
the fair value will be charged to the income statement over the next three years as the notional shares are converted into cash 
payments
the total charge for the year relating to the bonus awards was £1233000 of which £968000 is expected to be settled in cash 
and has been recognised in liabilities and £265000 is expected to be converted into shares at the end of the scheme
the 2013 bonus plan was established pursuant to a board resolution on 10 june 2013 and as a result there was no sharebased 
payment charge for the 2013 bonus plan in the year ended 30 june 2013 as the deferred balance is expensed over the full three 
year term of the plan
options warrants and performance share awards
employees of the group are awarded share options and awards subject to qualifying conditions options are granted to 
employees under the 2003 scheme these options have a fixed exercise price based on the market price at the date of the grant 
the contractual life of all options and warrants is 10 years with the exception of the octopus warrants five years options cannot 
normally be exercised before the third anniversary of the date of grant performance share awards are issued under the eip and 
are converted into ordinary shares subject to satisfaction of the performance criteria usually on the third anniversary of grant
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
89
30 sharebased payments continued
options and performance share awards are valued using the blackscholes optionpricing model where no market conditions are 
attached and the monte carlo model where market conditions are applied directors and other senior employees of the group 
are normally granted options with market performance conditions for each relevant option and award grant individual valuation 
assumptions were assessed based upon conditions at the date of the grant the range of assumptions in the calculations is  
as follows
award grant date
expected 
term
expected 
dividend yield
expected 
volatility
risk free 
rate
performance 
conditions valuation method
2003 scheme 20 october 2004 3 years 0 535 452 none blackscholes
2003 scheme 4 october 2006 3 years 0 269 486 none blackscholes
octopus warrants 11 december 2009 3 years 0 620 280 none blackscholes
eip scheme 14 december 2011 3 years 0 450 056 none blackscholes
the expected lapse rate for the above awards is 7 evenly over the three year vesting period other than gem and octopus 
warrants which have no vesting period and therefore 0 lapse rate the fair values per option granted are set out in the tables below
award grant date
number of options
awards granted 
share price 
on grant date 
pence
fair value price 
on grant date 
pence
fair value 
£
2003 scheme 20 october 2004 288526 960p 380p 109640
2003 scheme 4 october 2006 668148 1010p 250p 166168
octopus warrants 11 december 2009 1000000 3375p 140p 140000
eip scheme 14 december 2011 300000 235p 225p 67 560
a reconciliation of share option warrant and performance share award movements for the years ended 30 june 2014 and 
30 june 2013 is set out below
2014 2013
number
 weighted 
average 
exercise 
price 
pence number
 weighted 
average 
exercise 
price 
pence
outstanding at 1 july 2479966 390p 3110966 291p
granted – – 300000 10p
lapsed 1308428 420p 791350 10p
exercised – – 139650 10p
outstanding at 30 june 1171538 298p 2479966 390p
exercisable at 30 june 1071538 326p 2179966 411p
exercisable and market price exceeds exercise price at 30 june 42958 10p 42958 10p
the following table summarises information about the range of exercise prices for share options warrants and performance share 
awards outstanding at 30 june 2014 and 30 june 2013
2014 2013
range of exercise prices 
weighted 
average 
exercise 
price
number of 
shares
weighted average remaining 
life years
weighted 
average 
exercise 
price
number of 
shares
weighted average remaining  
life years
expected contractual expected contractual
under 40p 281p 1142958 – 12 324p 2242958 – 16
41p to 80p – – – – 67 0p 86214 – 04
81p to 120p 975p 28580 – 12 107 2p 64580 – 12
121p to 160p – – – – 1330p 86214 – 04
1171538 2479966
the total credit for the year relating to employee share options warrants and performance share awards was £4000 
2013 £27000 charge all of which related to the above equity based transactions sinclair is pharma plc annual report and accounts 2014
90
financial statements
31 other reserves
group company
cumulative 
translation 
reserves 
£’000
warrant 
reserve 
£’000 
total 
£’000 
warrant 
reserve 
£’000
at 1 july 2012 3505 24 3529 24
exchange differences arising on translation of overseas subsidiaries 4162 – 4162 –
at 30 june 2013 7667 24 7691 24
transfer on lapse of warrants – 24 – 24
exchange differences arising on translation of overseas subsidiaries 7 840 – 7 840 –
at 30 june 2014 173 – 149 –
warrant reserve
other reserves arose on the grant of 784875 warrants in settlement of the national insurance liability on certain warrants and 
unapproved share options that were issued by the company in the year ended 30 june 2004 these warrants lapsed in the year 
ended 30 june 2014 and the reserve is no longer required and has been released to the profit and loss account
32 cash flows from operating activities
group company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
continuing operations
loss before tax 4441 16977 7120 19205
adjustments for
 finance income – – 1219 664
 partial waiver of loan account – – – 3135
 finance costs 2656 1646 1376 2275
 sharebased payments 1965 627 616 353
 depreciation 299 228 – –
 amortisation of intangible assets 6186 4953 74 74
 reversal of impairment chargesimpairment charges 394 15151 – 18021
 profit on disposal of intangible assets 801 827 – –
 increasedecrease in provision for doubtful debts 159 45 – –
 increasereduction in provisions 74 808 – –
 exchange lossesgains 115 42 3080 1785
changes in working capital
 increasedecrease in inventories 2863 1116 – –
 increasedecrease in receivables 10919 1658 536 751
 decreaseincrease in payables 6824 114 4126 765
net cash outflowinflow from continuing operations 1458 3424 7855 3720
discontinued operations
loss before tax 1208 1515 – –
adjustments for 
 depreciation – 109 – –
 profit on disposal of fixed assets – 19 – –
 exchange gains – 46 – –
changes in working capital
 decreaseincrease in inventories 173 213 – –
 decreaseincrease in receivables 44 – – –
 increase in payables 727 643 – –
 decrease in provisions 1185 229 – –
net cash outflow from discontinued operations 2903 844 – –
cash generated from operations including discontinued operations 4361 2580 7855 3720
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
91
33 operating lease commitments
at 30 june 2014 the group has total commitments in respect of noncancellable operating leases as follows
2014 2013
group
land and 
buildings 
£’000
equipment 
£’000
total 
£’000
land and 
buildings 
£’000
equipment 
£’000
total 
£’000
commitments under noncancellable  
operating leases
within one year 733 96 829 436 133 569
between two and five years 1093 54 1147 863 113 975
after five years – – – – – –
1826 150 1976 1299 246 1545
company
there were no operating lease commitments for the company at 30 june 2014 2013 £nil
34 capital commitments
the group and company had no capital commitments at 30 june 2014 2013 £nil
35 related party transactions
group
the following transactions were carried out with related parties
a key management compensation
the compensation paid to key management for employee services is set out in note 9
b directors
refer to the director’s interests disclosed in the director’s report and the directors’ remuneration report for details of 
remuneration of directors employed by the company
company
the following transactions were carried out with related parties
directors
during the 2013 the remuneration committee approved the payment of a £100000 fee to mr rs swanson nonexecutive 
director in respect of his services assisting the group in entering into the longterm distribution agreement with valeant this fee 
was settled via the issue of 188850 new ordinary 10p shares in the company
transactions with subsidiaries
the company is responsible for financing of the group managing group funds and setting group strategy finance is then 
provided to operating subsidiary undertakings where necessary details of intercompany loans are set out in note 17
trade receivables and trade payables due from or to group undertakings arise from the recharge of corporate services the 
company charged £887000 2013 £1263000 to its subsidiaries for corporate services provided during the year details of 
intercompany trade receivables and payables are set out in notes 19 and 21
amounts owed to and due from group undertakings are unsecured interest bearing and have no fixed repayment dates but are 
not expected to be repaid within 12 months details of guarantees confirmed to subsidiary companies are provided in note 2 of 
the accounts
in addition options over the company’s shares have been awarded to employees of subsidiary companies in accordance with 
ifric 11 the company has treated the awards as a capital contribution to the subsidiaries resulting in an increase in the cost of 
investment of £1350000 2013 £274000 sinclair is pharma plc annual report and accounts 2014
92
financial statements
36 business combinations
obvieline sas
the company acquired 100 of the issued share capital of obvieline sas on 3 january 2014 from pharmavital sa in april 
2014 the group also completed the acquisition of distribution rights to perfectha in russia brazil and certain other territories 
from pharmavital sa obvieline sas owns the worldwide rights to perfectha™ a range of hyaluronic acid based dermal fillers
as a result of the acquisition the group expects to increase its presence in the global aesthetics market the goodwill of 
£16028000 arising from the acquisition is attributable to the acquired customer base and economies of scale expected from 
selling perfectha
®
 directly through the group’s direct sales forces in europe none of the goodwill recognised is expected to be 
deductible for tax purposes
details of the consideration paid the provisional fair value of assets acquired and liabilities assumed and goodwill arising are  
as follows
£’000
intangible assets 12551
property plant and equipment 287
prepaid rent deposits 27
inventories 985
trade and other receivables contractual 319
cash and cash equivalents 231
trade and other payables 1812
deferred tax liabilities 4142
net assets 8446
goodwill 16028
total consideration 24474
satisfied by
cash consideration 16641
deferred consideration 1432
contingent consideration 6401
total consideration 24474
net cash outflow arising on acquisition
cash consideration 16641
less cash and cash equivalent balances acquired 231
16410
deferred consideration of €20m is payable on 31 march 2015
contingent consideration comprises a sales milestone of €20m payable when sales of perfectha
®
 reach €170m on a trailing 
12 month basis a milestone of €65m on the regulatory approval of the perfectha lidocaine line extension in europe and royalties 
of up to €18m on sales of future line extensions the contracted amounts in local currency and sterling equivalent translated at 
the date of acquisition are expected to be settled as follows
€’000 £’000
within one year – –
over one and under two years 8535 7 002
over two years and under five years 405 332
over five years 1385 1136
total contingent consideration 10325 8470
contingent consideration included in the calculation of total consideration is calculated by discounting the contracted contingent 
consideration amounts in the table above to present value at the date of acquisition using a discount rate of 115
the potential undiscounted amount of all future payments that the group could be required to make ranges from €20m to €123m
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
93
36 business combinations continued
the fair value of the contingent consideration arrangement of £64m was estimated by applying the income approach the fair 
value estimates are based on a discount rate of 115 assumed future growth in the perfectha
®
 trade and regulatory approval 
for the use of lidocaine in 2015 to 2016
acquisition related costs of £711000 have been charged to exceptional administrative expenses in the income statement for the 
year ended 30 june 2014
obvieline sas contributed £39m revenue and a profit of £08m to the group’s loss for the year from the date of acquisition to 
30 june 2014
if obvieline sas had been acquired on 1 july 2013 additional revenue of £29m and a profit before tax of £12m would have 
been included in the consolidated accounts
aqtis medical bv
the company acquired 100 of the issued share capital of aqtis medical bv on 25 march 2014 aqtis medical bv owns the 
worldwide rights to ellansé™ a range of collagen stimulating dermal fillers
as a result of the acquisition the group expects to increase its presence in the global aesthetic market the goodwill of £17809000 
arising from the acquisition is attributable to the acquired customer base and economies of scale expected from selling ellansé™ 
directly through the group’s direct sales forces in europe and globally alongside the group’s existing aesthetic portfolio
details of the consideration paid the provisional fair value of assets acquired and liabilities assumed and goodwill arising are  
as follows
£’000
intangible assets 17 619
property plant and equipment 591
deferred tax asset 262
inventories 144
trade and other receivables contractual 439
cash and cash equivalents 66
trade and other payables 797
deferred tax liabilities 4569
net assets 13755
goodwill 17 809
total consideration 31564
satisfied by
cash consideration 13855
contingent consideration 17 709
total consideration transferred 31564
net cash outflow arising on acquisition
cash consideration 13855
less cash and cash equivalent balances acquired 66
13789 sinclair is pharma plc annual report and accounts 2014
94
financial statements
36 business combinations continued
the contingent consideration comprises sales milestones of €80m and €120m when sales of ellansé™ reach €15m and €25m 
on a trailing 12 month basis two milestones of €50m each when regulatory approval for two ellansé™ products is achieved  
in the usa and a royalty on sales in the usa which is capped by an earn out call option and which is not expected to exceed 
€81m the contracted amounts in local currency and sterling equivalent translated at the date of acquisition are expected  
to be settled as follows
€’000 £’000
within one year – –
over one and under two years – –
over two years and under five years 18495 15286
over five years 19564 16169
total contingent consideration 38059 31455
contingent consideration included in the calculation of total consideration is calculated by discounting the contracted contingent 
consideration amounts in the table above to present value at the date of acquisition using a discount rate of 115
the potential undiscounted amount of all the future payments that the group could be acquired to make is estimated to be  
up to €381m
the fair value of the contingent consideration of £177m was estimated by applying the income approach the fair value estimates 
are based on a discount rate of 115 assumed future growth in the ellansé™ trade and based on obtaining the regulatory 
approval for the usa in 2018 and 2019
acquisition related costs of £659000 have been charged to exceptional administrative expenses in the income statement for the 
year ended 30 june 2014
aqtis medical bv contributed £13m revenue and a loss of £03m to the group’s loss for the year from the date of acquisition 
to 30 june 2014
if aqtis medical bv had been acquired on 1 july 2013 additional revenue of £36m and a profit before tax of £05m would have 
been included in the consolidated accounts
notes to the financial statements continued
for the year ended 30 june 2014 sinclair is pharma plc annual report and accounts 2014
95
36 business combinations continued
silhouette lift sl
the company acquired a controlling interest in silhouette lift sl on 2 may 2014 silhouette lift sl owns the worldwide  
rights to silhouette lift and silhouette soft a range of collagen stimulating cones on threads complimentary to the group’s 
aesthetic portfolio
the acquisition is made in two steps with 75 of the shares purchased on 2 may 2014 and the remaining shares will transfer at 
a fixed price in january 2015 the payment for the remaining shares was also made on 2 may into an escrow account pending 
their transfer to the group these remaining shares do not carry voting rights and will not earn a dividend in the period from 
acquisition until transfer consequently the acquisition has been treated as a full business combination and there is no remaining 
minority interest
as a result of the acquisition the group expects to increase its presence in the global aesthetic market the goodwill of 
£35167000 arising from the acquisition is attributable to the acquired customer base and economies of scale expected  
from selling silhouette directly through the group’s direct sales forces in europe and globally alongside the group’s existing 
aesthetic portfolio
details of the consideration paid the provisional fair value of assets acquired and liabilities assumed and goodwill arising are  
as follows
£’000
intangible assets 31936
property plant and equipment 42
inventories 184
trade and other receivables contractual 933
cash and cash equivalents 416
trade and other payables 702
deferred tax liabilities 9581
net assets 23228
goodwill 35167
total consideration 58395
satisfied by
cash consideration 12857
deferred consideration 1373
contingent consideration 44165
total consideration transferred 58395
net cash outflow arising on acquisition
cash consideration 12857
less cash and cash equivalent balances acquired 416
12441
deferred consideration of €1665000 is payable on 12 january 2015
contingent consideration comprises
• sales milestones of 150m when sales outside usa reach 140m in any 12 month trailing period
• sales milestones of 25 75m and 150m when usa sales reach 120m 180m and 300m in any 12 month  
trailing period
• a royalty earned on sales which capped by an earn out call option and which is not expected to exceed 428m and
• regulatory milestones totalling up to 230m which are payable when approval for the silhouette soft product is  
achieved in certain key markets including the usa sinclair is pharma plc annual report and accounts 2014
96
financial statements
36 business combinations continued
the contracted amounts in local currency and sterling equivalent translated at the date of acquisition are expected to be settled 
as follows
’000 £’000
within one year 20240 12069
over one and under two years 21989 13112
over two years and under five years 30500 18187
over five years 33000 19678
total contingent consideration 105729 63046
contingent consideration included in the calculation of total consideration is calculated by discounting the contracted contingent 
consideration amounts in the table above to present value at the date of acquisition using a discount rate of 115
the minimum undiscounted future payment is €17m and the potential undiscounted amount of all further future payments that the 
group could be required to make is up to 1058m
the fair value of the contingent consideration of £442m was estimated by applying the income approach the fair value 
estimates are based on a discount rate of 115 assumed future growth in the silhouette trade and regulatory approval for 
silhouette soft in the usa in 2016
acquisition related costs of £1222000 have been charged to exceptional administrative expenses in the income statement for 
the year ended 30 june 2014
silhouette lift sl contributed £08m revenue and a loss of £08m to the group’s loss for the year from the date of acquisition to 
30 june 2014
if silhouette lift sl had been acquired on 1 july 2013 additional revenue of £29m and a loss before tax of £26m would have 
been included in the consolidated accounts
37 post balance sheet events
there have been no significant post balance sheet events
notes to the financial statements continued
for the year ended 30 june 2014 independent auditors
pricewaterhousecoopers llp
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advisers
company information
sinclair is pharma plc is registered as a public limited company 
under english law its shares are listed on the aim market of the 
london stock exchange
sinclair is pharma plc is incorporated and domiciled in england 
and its registered number is 03816616
sinclair is pharma plc
1st floor 
whitfield court
30–32 whitfield street
london 
w1t 2rq
united kingdom
tel 44 20 7467 6920
fax 44 20 7467 6930 sinclair is pharma plc
1st floor whitfield court
30–32 whitfield street
london w1t 2rq
united kingdom
tel 44 20 7467 6920
fax 44 20 7467 6930
sinclair is pharma plc annual report and accounts 2014


Summary:
 sinclair is pharma plc annual report and accounts 2014
06
strategic report
1
to focus the business on 
commercialising
fewer larger assets and developing single brand  
names globally whilst reducing the number of  
noncore products
2
to push aggressively into  
emerging markets
with global partners who can provide muscle to help  
us achieve rapid growth
3
to reduce spend on general overheads 
and inhouse product development and to increase 
expenditure on commercialising and developing our global 
brands supported by line extensions to increase the 
breadth and penetration of these brands
4
to drive profits from the operating 
leverage 
provided by our high quality sales platform by increasing 
sales volumes and identifying compatible product 
acquisitions and licensing opportunities
chairman’s statement
this was achieved despite currency 
headwinds and the hesitant post economic 
crisis recovery within our core european 
markets which restricted lfl growth to 
4
we continue to pursue the core elements of 
a strategy outlined upon the arrival of chris 
spooner as chief executive officer four 
years ago
the consistent prioritisation of these 
strategic goals has resulted in steadily 
increasing profitability in recent years in 
particular improving operating leverage has 
resulted in a strong increase in our adjusted 
ebitda margin up to 16 from 13 last 
year and 1 1 in 201 112 we expect to 
continue to improve margins in the current 
year and beyond the fixed costs of a high 
quality fully integrated pan european sales 
force are significant but as major new 
products are added to the platform a 
significant part of the incremental gross 
margin falls to the bottom line in 201314 
the most important contributor to our 
improved ebitda margin was the first full 
year of sculptra
®

during the year the board reviewed a 
number of opportunities to exploit our 
platform further we concluded that the 
fastest growing part of our business is 
aesthetics where we came into the last 
financial year with a capable well trained 
sales force but lacking critical mass in 
product offering aesthetics is a higher 
growth segment than our traditional derma 
markets and minimally invasive medicinal 
quality aesthetics is a natural adjunct to our 
existing high quality derma franchise
your company again delivered a result in line with 
board and city expectations albeit with a slightly 
greater than expected second half weighting with 
sales up by 15 to £636m and adjusted ebitda 
up by 39 to £100m
grahame cook
chairman sinclair is pharma plc annual report and accounts 2014
07
we decided during the year to seize this 
opportunity and we were delighted to  
be able to persuade the owners and 
management of three very exciting and 
innovative aesthetics companies that 
sinclair’s distribution platform would 
provide the most effective and dynamic 
way for their products rapidly to reach a 
global market 
in january 2014 we completed the 
acquisition of obvieline sas perfectha
®
 
followed in march 2014 by aqtis medical 
bv ellansé™ and in may 2014 by 
silhouette lift sl three differentiated fast 
growing aesthetics companies which now 
give us the ability to create a unique and 
compelling patent lifecycle approach to 
noninvasive facial rejuvenation the 
majority of dermal filler procedures in our 
key territories involve the use of hyaluronic 
acid ‘ha’ gel and as a differentiated 
biphasic ha the perfectha
®
 range 
addresses this demand ellansé™ 
resorbable pcl microspheres is a unique 
nextgeneration collagen stimulator and 
silhouette
®
 is the only coneonsuture lift
volumiser in the industry
all three acquired companies have now 
been integrated into the global operations 
of sinclair they contributed an aggregate 
of nearly £60m of sales in their  
respective post acquisition periods and  
we expect them to be significant profit 
contributors in the coming year ellansé™ 
and perfectha
®
 use a distributoronly 
model with 90 of sales in emerging 
markets we expect to capture higher 
margins on higher sales using our direct 
sales forces in europe
we believe in a ‘mixed’ dermatology 
model in our view sinclair’s heritage and 
pharmaceutical standards in medicinal 
dermatology have been a key success 
factor in quickly creating a trusted 
reputation in a lessregulated aesthetics 
industry commercially however a higher 
proportion of aesthetics sales have 
buoyed sinclair’s move into higher 
growth nonreimbursable products 
where we and our distribution partners 
can be pricesetters with beneficial 
effects on our gross margin 
we paid particular care to the structuring 
and financing of these transactions to limit 
dilution and manage risk we raised 
£595m of debt through a new five year 
debt facility and £200m of equity during 
the year in order to finance the acquisitions 
sinclair ended the year with net debt of 
£402m – a multiple of 28x proforma 
ebitda and below expectations set at the 
time of the placing a significant part of the 
consideration for each acquisition will only 
be paid upon the achievement of specific 
milestones this will make the majority of 
stage payments selffinancing and means 
that each acquisition has been earnings 
accretive from the date of acquisition
the company’s move to focus our portfolio 
has continued with the disposals of 
effederm xclair salinum and sst 
subsequently cryogesic has been sold for 
£11m and further disposals are anticipated 
in fy15 we also remain alert for partnering 
and comarketing opportunities 
increasingly with fewer larger partners and 
we are in particular currently focusing on 
developing an appropriate strategy for the 
us where opportunities for a number of 
our products are significant we have 
announced the appointment to the board of 
jeff thompson as a nonexecutive director 
who has many years’ experience of us 
dermatology markets gained through his 
time at stiefel laboratories inc where he 
was chief operating officer at the time  
it was acquired by glaxosmithkline plc  
for 29 billion 
your company is now better placed than at 
any time in its history to increase revenues 
and profits substantially and we are 
confident about the current year we have 
made three highly promising acquisitions 
during the year and now have six global 
brands with significant potential we remain 
in the early stages of a comprehensive 
multicountry multiproduct strategy which 
we believe will deliver significant value  
for shareholders i would like to thank 
shareholders for their continued support
grahame cook
chairman