Notes to the Company Financial Statements
Year end 31 July 2009
28. Related party disclosures
The Group’s ultimate parent company is Imperial College London (Imperial College of Science, Technology and Medicine, South Kensington Campus, London SW7 2AZ, United Kingdom) by virtue of its shareholding in the Group. The Group has a Technology Pipeline Agreement (TPA) with Imperial College London which stipulates the terms for sharing revenue generated from the commercialisation of Imperial College London intellectual property which is assigned to Imperial Innovations Limited. In addition, the Group has agreements with Imperial College London across a range of services, including an operating lease for office premises (from 18 July 2005, previously an occupying licence), an agreement covering information technology and intellectual property advice (services agreement). Amounts receivable from or payable by the parent company with subsidiary companies are disclosed separately in the Company’s Financial Statements (note 8). Transactions with Appointee Directors are excluded as these are not considered to exert influence on the Group.
| Sale of goods and services (including recovery of costs) |
2009 £000 |
2008 £000 |
| The parent (management fee) | 158 | 428 |
| Government grants received via parent | 780 | 699 |
| Recoveries and disbursements from parent | 476 | 177 |
| 1,414 | 1,304 |
| Purchases of goods and services |
2009 £000 |
2008 £000 |
| Rent paid to subsidiary of parent | 262 | 267 |
| Revenue share, and other payments to parent | 1,319 | 1,342 |
| Payments to Chairman’s service company | 61 | 68 |
| 1,642 | 1,677 |
| Year end balances arising from sales/purchases of goods / services |
2009 £000 |
2008 £000 |
| Receivables from portfolio companies1 | 246 | 237 |
| Receivables from ultimate parent | 179 | 174 |
| Payables to ultimate parent | (544) | (383) |
| (119) | 23 |
The receivables from related parties arise mainly from sale transactions and are due one month after the date of sale. The receivables are unsecured in nature and bear no interest. The payables to related parties arise mainly from purchase transactions and are due one month after the date of purchase. The payables bear no interest.
| Loans to portfolio companies |
2009 £000 |
2008 £000 |
| Beginning of the year | 2,338 | 1,938 |
| Loans advanced during the year2 | 5,348 | 500 |
| Loans converted or exchanged from debt to equity during the year | (495) | (100) |
| Loan at beginning of year no longer a related party | (250) | - |
| 31 July | 6,941 | 2,338 |
1 Considered to be related parties by virtue of Board representation by Group employees
or Directors.
2 Includes monies advanced and face value of loan notes received as partial consideration.
Key Management Compensation
The Group considers all members of the Board to be key management and their remuneration is disclosed in note 25. Directors’ shareholdings in the Group are disclosed in the Directors’ Report.
Directors’ Shareholdings in Portfolio Companies as at 31 July 2009
| Director | Portfolio Company | Shares Acquired during the Year | Shares Held at 31 July 2009 | % of Issued Share Capital Held at 31 July 2009 |
Cost of Investment in the year £000 |
| P Atherton | Midaz Lasers Limited | - | 63,464 | 30.0 | - |
| P Atherton | Nexeon Limited1 | - | 42,926 | 9.7 | - |
| M Rowan | BioCeramic Therapeutics Limited2 | - | 6,666 | 2.8 | - |
1 During the year P Atherton acquired options over 8,812 Ordinary £0.01 shares
at an exercise price of £69.39 per share .
2 Comvest Limited, in which M Rowan is a Partner, also holds 33,333 shares in BioCeramic
Therapeutics Limited.
M. Knight is a member of the Council of Imperial College London. Imperial Innovations LLP and certain individuals not considered to be related parties, including M. Knight, are parties to an appointee director pool. The agreement provides for the payment of cash to the individuals on any sale by Imperial Innovations LLP of its shareholdings in specified companies. Any payments to these individuals are outside the control of the Group and are directed solely by a committee of those individuals who became entitled in aggregate during this financial year to £69,096 arising on the sale of Ceres Power Holdings plc shares and who received £158,411 and £9,753 in aggregate following asset disposals in prior years. M. Knight has agreed that following his receipt of a cumulative total of £18,750 representing the deemed value of his interest in the carry plan to the date he started to receive remuneration as Chairman of the Group, any further amount he receives shall be paid or assigned to the Group. Such cumulative total at present stands at £13,291, leaving a further £5,459 before M. Knight pays or assigns to the Group any such further amount.
Director’s Fees from Portfolio Companies received and receivable in the year
| Director | Portfolio Company |
Fees £000 |
| P Atherton | Midaz Lasers Ltd | - |
| P. Atherton | Nexeon Ltd | 22 |
| M. Knight | Toumaz Holdings Plc | - |