what happens when you ask the right questions?

What happens when you ask the right questions?

Cancer care, transformed.

Annual Report and Accounts 2019

Proton P

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nnual Reports and A

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Proton Partners International — Annual Report and Accounts 2019

Changing cancer treatment with new technologies and holistic thinking

Proton Partners International was established on World Cancer Day, 4 February 2015. Our vision is to create a better future for cancer patients. We are committed to transforming cancer care by developing and operating our network of Rutherford Cancer Centres and establishing high-energy proton beam therapy treatment. The Rutherford Cancer Centres have been named to reflect the renowned scientist Ernest Rutherford’s contribution to the identification and naming of the proton.

With our commitment to excellence, we strive to provide an all-encompassing cancer service for patients, delivering innovative and world-class diagnostic imaging, chemotherapy, radiotherapy, proton beam therapy and supportive care. At the heart of our vision and values is the delivery of exceptional personalised care and treatment to our patients, achieving superior patient outcomes in the treatment of cancer and the advancement of proton beam therapy technology.

Proton beam therapy is a highly-targeted form of radiotherapy that uses streams of proton particles to attack tumours while minimising damage to surrounding tissue. While not a panacea for all cancers, the precision and accuracy of proton beam therapy is recognised as being effective in treating children and hard-to-reach cancers in the brain or near the spinal cord. There are more than 150,000 cancer patients in the UK every year who are treated with radiation therapy, of whom 90,000 require radical radiotherapy. At least 10% of these patients could be better treated with proton therapy.

Our first centre in Newport, the Rutherford Cancer Centre South Wales, opened in 2017. Following the installation of the UK’s first high-energy proton beam therapy machine, the IBA Proteus®ONE, the centre started treating patients with proton beam therapy in April 2018 – the first centre to do so in the UK. Our second and third centres in Northumberland and Reading were opened in September 2018, and November 2018 respectively. Proton beam therapy will be available in Northumberland in May 2019 and in Reading from August 2019. One further oncology centre is under construction in Liverpool, to open during 2020. Following completion of the centre in Liverpool, we anticipate building a small number of additional centres to ensure that proton beam therapy is available within a 90-minute drive of 75% of the UK population.

We are wholly committed to achieving the best possible outcome for patients. Patient choice and wellbeing are at the heart of our Company ethos. In the last four years, we have made significant progress and look forward to continuing to deliver on our promise to help transform cancer care.

Proton Partners International Ltd — Annual Reports and Accounts 2019

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Strategic Report

Financial highlights• Revenue of £1.5m (2018: £18,000).

• Investment in property, plant and equipment of £42.7m (2018: £45.9m).

Operating highlights• The first Welsh NHS patient was treated with

proton beam therapy in February 2019.

• The Rutherford Cancer Centre Thames Valley, Reading, opened in November 2018.

• The Rutherford Cancer Centre North East, Northumberland, opened in September 2018.

• The first patient in the UK was treated with high-energy proton beam therapy in our South Wales centre in April 2018.

• In March 2018 we were granted formal technical and regulatory approval from Healthcare Inspectorate Wales to begin treating patients with proton beam therapy at our South Wales centre.

Financing highlights• In February 2019, the Company achieved a listing

of its shares on NEX Exchange Growth Market.

• In the year the Company received £47.6m equity investment at values of £1.15 and £2.00 per share.

www.proton-int.com www.therutherford.com

Contents Highlights of the 2019 Financial Year

Strategic ReportHighlights of the 2019 Financial Year ............................ 01Proton Beam Therapy ........................................................ 02At a Glance ............................................................................. 04Chairman’s Statement ........................................................ 06Chief Executive Officer’s Statement .............................. 08Chief Medical Director’s Statement ................................ 10Our Strategy ............................................................................12Our Business Model ............................................................. 14Strategy in Action ................................................................. 16Corporate and Social Responsibility ..............................22

Governance ReportIntroduction to Governance ..............................................23Board of Directors ............................................................... 28Risk Management ................................................................ 30Directors’ Report ...................................................................32Corporate and Clinical Governance Report ................. 36Audit Committee Report ................................................... 43Remuneration Committee Report.................................. 45

Financial StatementsCFO’s Group Financial Review ........................................ 48Independent Auditors’ Report to the Members of Proton Partners International Limited ..................... 50Consolidated Statement of Total Comprehensive Income..................................................... 54Consolidated Statement of Financial Position ........... 55Company Statement of Financial Position ................. 56Consolidated Statement of Changes in Equity ...........57Company Statement of Changes in Equity ................ 58Consolidated Cash Flow Statement .............................. 59Notes to the Financial Statements ................................ 60


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Strategic Report

Without Proton Partners International the availability of

Proton Beam Therapy in the UK would fall seriously behind all our neighbouring countries.

Why are we optimistic about oncology?

Proton Beam Therapy

Radiotherapy is used in approximately half of cancer patients to eradicate primary tumours. Proton Beam Therapy allows the more precise delivery of radiotherapy and so reduces long-term damage to normal tissues surrounding a cancer. Meaningful, large-scale, randomised trials with protons versus photons are unlikely for all clinical indications. Instead, the pre-treatment comparison of Proton Beam Therapy versus state of the art Intensity Modulated Radiotherapy in individual patients using pre-set metrics of plan quality will be used for deciding whether Proton Beam Therapy has significant advantages. This assessment can be made objectively by treatment planning software systems.

Payers, government and insurers, will use set criteria to assess the value of Proton Beam Therapy in an individual using a comparative equation incorporating tumour control, early and late toxicity and overall lifetime costs of care. Such analyses will determine the level of the therapeutic plateau in the relationship of cost to gain in clinical outcome.

The range of published estimates for the optimal use of protons in radical radiotherapy ranges from 1% (UK NHS) to 20% (in the US). Recent policy studies from several European countries indicate a 10–15% Proton Beam Therapy use in patients if they are to be optimally treated with radical radiotherapy. That would require 10 to 20 Proton Beam Therapy facilities in the UK. Without Proton Partners International the availability of Proton Beam Therapy in the UK would fall seriously behind all our neighbouring countries.

There’s so much more to achieve, but the

progress is real.


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Strategic Report

The Evolution of Precision RadiotherapyThe advent of more precise imaging methods and dramatic advances in information technology have led to the much more accurate delivery of radiation dose to tumours. A greater understanding of the distribution of critically sensitive organs at risk, each with their different susceptibility to toxicities has reduced both the early and most significantly the late toxicity of radical treatments. Table 1 below, shows the timeline of advancement over the last 60 years.

The Evolution of Precision Radiotherapy

1960 – 1970 Cobalt, hand planning

1970 – 1980 Cobalt to LINAC, computerisation

1980 – 1990 Set geometric volumes to conformal

1990 – 2000 The MLC – refined conformal

2000 – 2010 IMRT, IGRT, VMAT

2010 – 2020 Auto-contouring, SABR, breath-hold, cyberknife, MRI-LINAC, adaptive RT, objective QA of plans, protons

LINAC: linear accelerator; MLC: multileaf collimator; IMRT: intensity modulated radiotherapy; IGRT: image guided radiotherapy; VMAT: volumetric modulated arc therapy; SABR: stereotactic body ablative radiotherapy; QA: quality assurance.

The transition from radioactive cobalt to the linear accelerator took place in the 1970s. This was the forerunner of computer-controlled collimators placed in the beam line to individualise the shape of each treatment field. Millimetre accuracy was established by 1990 through conformal therapy – creating a specific and often irregular shape to the delivered radiation exactly following the shape of the cancer being treated.

Further developments in beam shaping with intensity modulated radiotherapy and real-time checking using image guidance heralded an era of even greater precision. Currently we are seeing further developments with stereotactic ablative radiotherapy and real-time magnetic resonance imaging allowing changes to field dimensions as the tumour shrinks – four-dimensional or adaptive radiotherapy. It is likely that digital fusion images from multiple sources will create a continuous monitoring of tumour shrinkage during treatment so again reducing toxicity to surrounding normal tissues.

Why Protons?The discovery of X-rays and gamma rays in the late 19th Century led to a revolution in the diagnosis and treatment of cancer. In 1903 William Bragg, a British physicist, discovered the very surprising behaviour of particle radiation. Protons are sub-atomic positively

charged particles produced by a circular accelerator called a cyclotron. The advantage of protons lies in something called the Bragg Peak – they stop at a defined point and release all their energy (Figure 1). This is the key to understanding why protons may be better for some patients by sparing critical radiosensitive tissue adjacent to the cancer.

Figure 1: The different energy distribution of protons versus photons

Before they reach the cancer, both proton and conventional radiation make their way through the patient’s skin and surrounding tissues. X-ray photons have no mass or charge and so are highly penetrating and deliver dose throughout any volume of tissue irradiated. However, most of the radiation is delivered only half a centimetre from the patient’s skin, depending on the energy it was initially given. It then gradually loses this energy until it reaches the target. As tumours are almost always deeply located in the body, the photon actively interacts with outer healthy cells and drops only a small remaining dose of ionising radiation on the deeper diseased cells. Moreover, as photons are not all stopped by human tissue, they leave the patient’s body and continue to emit radiation as they leave the body as an exit dose.

Protons, on the other hand, exhibit a Bragg peak, and the depth of the peak depends on the energy given to the protons by the accelerator system. By choosing the appropriate energy a proton beam can be tuned to deliver maximum dose to the tumour with less dose to healthy tissue in front of the tumour and no dose at all to healthy tissue behind the tumour.

The aim of radiotherapy is to deliver as high a dose as possible to the cancer but to spare critically sensitive normal tissues around it as much as possible. Certain organs are particularly sensitive – the spinal cord, base of brain, eye, intestine, liver and kidneys. The Bragg peak allows a more precise delivery of radiation dose to the cancer yet sparing any tissues downstream of the beam.

a-ray (photon) beam

Skin Shallow�ssues Tumor

Deep�ssues

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e

100%

80%

60%

40%

20%

SOBP region(12 proton beams)

Protonbeam #1

Bean direc�on

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Strategic Report


At a Glance

Proton Beam TherapyProton beam therapy is delivered at our centres using the latest IBA Proteus®ONE machines. This involves the use of pencil beam scanning, an advanced technique that allows the dose to be delivered to the exact shape of the target area. This, combined with a robotic patient positioning couch and the most up-to-date imaging capabilities, allows for the delivery of precise proton treatments.

Systemic Anti-Cancer Therapies (SACT)Chemotherapy and immunotherapy treatment is provided at all our centres for haematology/oncology patients requiring systemic anti-cancer treatment in an outpatient setting. Our chemotherapy suites are spacious and modern, with individual treatment rooms.

RadiotherapyRadiotherapy is delivered using the latest in linear accelerator technology from Elekta. Treatment is delivered in a clean, calm environment where patients can personalise their care with our state-of-the-art ambient facilities, making their treatment appointments as comfortable as possible.

The services provided through The Rutherford Cancer Centres will be available to insured private patients, self-paying patients and NHS patients where commissioned by the NHS.

Caring for patients using innovative treatments and techniques is the essence of what we do, which is why we partner with world leaders in cancer technology such as Ion Beam Applications (IBA), Elekta and Philips to equip our centres with the latest technology in diagnostics, planning, radiotherapy and proton beam therapy.

How should cancer be approached?

We work scientifically and with humanity

to get the best results.

DiagnosisWe recognise that survivorship and recovery begin at diagnosis, thus we provide enhanced personalised supportive care from the point of diagnosis. We strive to make the referral process as seamless as possible and make sure that consultants who work with us are fully supported to provide high-quality patient care.

TreatmentWe provide world-class cancer care by offering access to innovative and advanced treatment techniques using cutting edge technology. Each and every patient will have a personalised care pathway, where our team of highly skilled staff will offer support and easy access to a full range of supportive care facilities.

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Strategic Report

05

RecoveryTo maximise patient recovery and assist with the impact of treatment, we offer patients a range of supportive services and additional therapies. Our clinical teams work with the consultants to develop the cancer care pathway that best meets the patient’s needs.

AftercareWe deliver innovative treatments to minimise the risk of long-term consequences of treatment. We provide access to cancer rehabilitation from the point of referral which includes physiotherapy, nutritional advice and psychological support. We empower patients to be active participants in their survivorship care.

Rutherford Cancer Centre

South WalesOpened March 2017

North EastOpened September 2018

Thames ValleyOpened November 2018

North WestDue to open in 2020

Rutherford Clinic

Harley Street, London


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Strategic Report

Rupert LoweChairman

Dear Shareholder

I became Chairman of Proton Partners International in February 2018 and invested in the Company at the same time. During the year under review we became the first organisation in the United Kingdom to offer proton beam therapy for the treatment of cancer. I was myself treated with proton beam therapy in California in the US in 2014 where it has been effectively used for over thirty years to treat various organ confined tumours in complicated parts of the body where conventional radiotherapy treatment causes too much damage to surrounding tissue. Protons are heavier than photons and this allows the treatment to enter the body more accurately to the site of the tumour via a pencil beam with little or no exit damage. In the light of this, it is extraordinary that it has taken such a long time to reach the UK but I believe, through my own experience, that it will soon become a very important addition to the currently available treatments in the UK in the battle against cancer and in particular against those cancers that are harder to

Chairman’s Statement

for proton beam therapy treatment at great expense.”

“Currently around two hundred patients per year are sent abroad by the NHS


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Strategic Report

treat. Since launching we have now so far treated 27 patients with proton beam therapy with treatment available to those with private insurance, the NHS and also self-pay patients.

I am pleased to present to you our Annual Report for the financial year ended 28 February 2019.

Group PerformanceThe Group has completed the Rutherford Cancer Centre in Newport, South Wales where patients are receiving chemotherapy, radiotherapy, immunotherapy and proton beam treatment. Further centres in the North East (Newcastle) and Thames Valley (Reading) are almost complete with radiotherapy and chemotherapy underway and proton beam treatment starting in May and August, respectively. A fourth Rutherford Cancer Centre is under construction in the North West (Liverpool) and is due to be completed by the year 2020. Treatment volumes are increasing as patients, oncology consultants and the wider community become familiar with both the arrival of proton beam and the quality of the Group’s standards of care and ‘patient first’ approach. Delivering the construction of our centres has been a major achievement with management now fully focused on delivering excellent treatment to an increasing number of patients who will benefit from proton beam technology.

NEX ListingIn February this year, four years after its incorporation, Proton Partners International Limited listed on the NEX Exchange Growth Market co-terminously raising £20m of new investment as part of a wider funding package.

StaffI would like to sincerely thank all our staff for their contribution to the Group. It is always difficult to guide a new company to success but, through a combination of successful funding, leadership and expertise, we collectively look forward to helping deliver excellent as well as previously unavailable treatment to those suffering from various different forms of cancer.

ShareholdersI would also like to thank all our shareholders for their investment in the Company. Our largest shareholder, Woodford, particularly deserves to be singled out for supporting a young company in delivering a more effective solution to the treatment of various forms of cancer with an improved outcome and less chance of downstream complications.

OutlookThere is much work still to do to secure the Company’s future as part of the solution to the growing incidence of cancer in the UK and it is our intention to work with the NHS, NHS Wales, Insurers and self-pay patients to bring hope to those who will benefit most from proton beam therapy. This will mean, especially in the case of children suffering from cancer, responding quickly to the problem with the least possible dislocation for those involved. Currently around two hundred patients per year are sent abroad by the NHS for proton beam therapy treatment at great expense with the attendant stress that this puts on the affected families. This should not be necessary in future as all of our Rutherford Cancer Centres become fully operational offering highly professional treatment with the most technically advanced equipment. Improving awareness of the significant benefits of proton beam therapy treatment amongst both medical practitioners and patients is now a priority for our Company. It is exciting to be involved with the first UK-based project that is capable of delivering better outcomes for cancer patients with certain types of cancers and we look forward to the coming year with confidence.

Rupert LoweChairman30 May 2019

Treatment volumes are increasing as patients, oncology consultants and the wider community become familiar with both the arrival of proton beam and the quality of the Group’s standards of care and ‘patient first’ approach.


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Strategic Report

Mike Moran MBEChief Executive Officer

Summary2018 has seen a change of focus in our business, from building the capability to service delivery and commercialisation. We have started to treat patients at three of our Rutherford Cancer Centres in Newport – South Wales, Northumberland and Thames Valley with a fourth centre under construction in Liverpool.

We have treated the first patient in the UK with high-energy proton beam therapy and we have delivered treatments to over 170 patients with Systemic Anti-Cancer Therapy, Radiotherapy and Proton Beam Therapy services.

Our patients are being referred from private medical insurers – we now have 19 insurers signed up to refer patients –and Welsh Health Specialised Services Committee (WHSSC) on behalf of NHS Wales for adult Proton Beam Therapy patients. We have also treated a significant number of self-pay patients who reach us through referrals from oncologists, word of mouth, research or via our website and marketing efforts.

Chief Executive Officer’s Statement

We will achieve this through commercialisation, by advancing proton beam therapy and a continued focus on excellence.”

“Our overarching strategy is to ‘Create a high value oncology business’.


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Strategic Report

The quality of the service delivered across the network of Rutherford Cancer Centres is quite exceptional. A leading paediatric radiation oncologist, specialising in PBT, who visited our South Wales and Thames Valley centres has recently remarked; ‘if one of your centres were placed anywhere in the US there would be no equivalent’. This statement is also supported by several testimonials from patients who have been treated across The Rutherford network. We have the very best UK oncologists signed up with practising privileges to operate within The Rutherford network.

Daily clinics take place in each centre and patients are extremely complimentary of the quality of the service and also the environment we operate in.

Recruitment of staff has been significant this year with all vacancies filled when advertised. The recruitment of nurses for SACT for Thames Valley was a particular challenge, however, all posts are now filled. We employ over 167 staff across the Company; 19% management, 32% clinical, 11% sales and marketing, 10% information technology and 28% administrative.

Staff retention levels remain high which reflects well on the culture fostered within the Company. A testimony to this is the Company’s continued recognition as Investors in People Silver Award.

Governance remains an essential discipline and a key strength of the Group. We are proud that clinical governance has been assessed by both Healthcare Inspectorate Wales and Care Quality Commission with passes for the three operational centres, the Centre Managers and the Chief Medical Officer.

In 2018, we set out the critical capability we needed to position us as the most advanced cancer network in the UK and we have made good progress in executing against this, particularly with our focus on precision radiotherapy. The next twelve months will provide an opportunity to leverage the quality of the provision to increase the patient numbers across all service.

InvestmentWe have continued to attract investment in our business with a further £26m having been received in a private round. On 28th February the Company listed on the NEX Exchange Growth Market with a

The listing attracted a further £20m investment and a further £80m by means of an irrevocable commitment from one of our leading investors.

Market Cap of £347m. The listing attracted a further £20m investment and a further £80m by means of an irrevocable commitment from one of our leading investors.

FinancialsInvestment in Fixed Asset Additions in year; £43m

Investment resulting in Gross Fixed Assets; £142m

Equity inflow: £46m

Revenue Trend

0

£200,000

£400,000

£600,000

£800,000

£1,000,000

Q1 Q2Year ended February 2019

Q3 Q4

53%

47%Other

Proton beam

RCC SW Revenue

0

£200,000

£400,000

£600,000

£800,000

£1,000,000

Q1 Q2Year ended February 2019

Q3 Q4

53%

47%Other

Proton beam

OutlookOur focus in 2019 will be on developing the patient pipeline across The Rutherford network. This year we will have two more centres, Northumberland and Thames Valley, commissioned for proton beam therapy.

We are already negotiating contracts with NHS Trusts in England and Wales for the delivery of SACT and Radiotherapy services across The Rutherford network. As demand for PBT increases we are confident that our services will be in high demand from UK and International patients.

Mike MoranChief Executive Officer30 May 2019


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Strategic Report

Prof. Karol SikoraChief Medical Director

Chief Medical Director’s Statement

Training is the key component to ensure its excellence.

We are now rapidly expanding our network across the UK to deliver high-quality cancer care.


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Strategic Report

1stWe opened the 1st operational proton centre in the UK

As the Chief Medical Director, I am ultimately responsible for all clinical activities performed by our own staff and visiting consultants. I have a great team to implement governance, quality control, peer review and audit whilst creating innovative and streamlined care pathways. This is a very exciting time indeed to be in oncology.

Over half of cancer patients are now cured using combinations of surgery, radiotherapy and drugs. Smart modern diagnostics have accelerated the time from first symptom to treatment by detecting cancer at an earlier stage. We are at the threshold of a revolution in personalised medicine based on genomics. As always, the key to the delivery of excellence in cancer care is putting the patient right at the centre of the pathway. That’s why the Rutherford Cancer Centres are designed to deliver all modalities of care other than surgery in a relaxed and pleasant environment. To drive quality and excellence into all our patient services we have created a sophisticated clinical governance system which continuously monitors our performance. It puts the human aspects of care right at the top of our aspirations.

We are the first operational proton centre in the UK. My main priority this year has been to ensure that all our staff including our visiting consultants who work in local NHS cancer centres are adequately trained in the new modality. IBA, our machine manufacturer, has been tremendously supportive. We have also enlisted the help of the University of Pennsylvania Proton Centre in Philadelphia. This is one of the largest US centres with five active gantries on beam all made by IBA.

To use our systems a fully trained Consultant Radiotherapist (called a clinical oncologist in the UK) has to complete a 32-hour online course with assessment followed by a two-week rotation to Philadelphia. As our centres become operational all the radiotherapy plans are reviewed in Philadelphia and signed off by the appropriate tumour site specialist there experienced in proton therapy. The peer review of plans will continue for a year after the opening of each of our centres.

Our IT team is supporting the need for fast image transmission together with computer audit of all clinical activities. Our physics, dosimetry and radiography teams are also going on attachments to Philadelphia to ensure seamless delivery of the service. In addition our cancer centres are all networked providing further patient choice.

We are now rapidly expanding our network across the UK to deliver high-quality cancer care. Training is the key component to ensure its excellence.

Professor Karol SikoraChief Medical Director30 May 2019

“ To drive quality and excellence into all our patient services we have created a sophisticated clinical governance system.”


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Strategic Report

Our Strategy

Creating a high value oncology business

Our primary focus is on increasing patient flow through the three existing centres for all service lines. We will achieve this by proactively working with Payers, such as Private Insurers, to improve patient access to our services and to continue to raise awareness of our services to the self-pay market.

Quarter on quarter growth in revenues and patient numbers

44 oncologists signed up for practising privileges with the Rutherford Cancer Centres

14 private insurers signed agreements for treatment at Rutherford cancer centres

NHS (Wales) referrals to RCC SW for adults

Commercialise the business

We will strive to advance the cause and technology of Proton Beam Therapy to improve access and patient outcomes. We will achieve this by partnering with technology suppliers and liaising with life sciences organisations and other organisations in the industry.

A proton beam therapy service for adults and children is in place in Rutherford Cancer Centre South Wales and is due to commence for adults in the North East and Thames Valley this year. We are also undertaking a number of collaborative research projects to provide better evidence to support the benefits of proton beam therapy in a range of indications and have constructive partnerships with researchers, clinicians, NHS hospital trusts and industry.

Advance Proton Beam Therapy

Strategic priority Progress

Our governance structure, having been successfully assessed through the Care Quality Commission and Healthcare Inspectorate Wales registration process in 2018, has ensured that a robust monitoring process is in place from the Board to front line services. Our governance framework was enhanced further in 2018 with the creation of a Clinical Governance Committee at Board level, ensuring that a Board member chairs the quarterly quality governance committee, receiving directly, assurance on the quality of services.

Scrutiny of the governance framework has also been undertaken by insurers who require assurance of safe and quality services for their members.

In 2018 the Rutherford Cancer Centre role of ‘Head of Patient Services’ was recognised and adopted by Macmillan. This means our Head of Patient Support Services uses the Macmillan name in their job title. Macmillan is respected and renowned for its patient support and it means that Rutherford Cancer Centres can access Learning and Development Grants both for the individual role and for the wider team.

Focus on excellenceWith our commitment to excellence, our focus is to provide an all-encompassing cancer service for patients, delivering high-quality imaging, chemotherapy, radiotherapy and proton beam therapy in order to achieve our vision of creating a better future for cancer patients.


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Strategic Report

Our Patient Focus Groups will provide an opportunity to receive direct feedback

Offer a professional, safe, high-quality, and accessible service to all stakeholders (patients and their families, consultants, NHS Trusts and private insurers).

Provide personalised treatment plans showing the benefits of proton beam therapy, versus traditional radiotherapy for patients’ specific conditions.

Lack of confidence from stakeholders to engage in our services – this risk will be managed through the continued demonstration of the safety, quality and accessibility of our services through strong communication and engagement with our consultants and insurers.

Monitoring of:

• Patient numbers• Revenue growth• Secured Insurer

contracts• Volume of consultants

holding practising privilege licences

Percentage of radiotherapy patients being identified as suitable for proton beam therapy

Patient Reported Outcome Measures (PROMS)

We will actively participate in research activities to improve the understanding and further quantify the benefits of proton beam therapy, increasing its utilisation in cancer treatment.

There is a risk that evidence to support the wider use of proton beam therapy through evidence from randomised controlled trials may never be available due to the nature of the technology. This risk can be mitigated by using other approaches such as dual-planning and accepted clinical modelling to demonstrate the benefits of proton beam therapy.

Intentions Risk Performance measures

It is our intention to continue to demonstrate our commitment to excellence through the growth and development of our governance framework, ensuring that we not only meet the regulatory requirements but exceed them.

This will be achieved through continual review of the quality of our services and working across our centres, sharing best practice, learning from incidents and continually monitoring and improving our services.

The establishment of our Patient Focus Groups will provide an opportunity to receive direct feedback on our services, working with patient groups on developing further excellent and accessible services.

We will continue to promote our patient support services which ensure that both the patient and their families are fully supported with a range of additional services that range from physiotherapy to counselling. We will focus on the individual care and treatment of the patient, shaping their care to their specific individual needs.

Healthcare regulators’ inspection reports (CQC, HIW)

Audit outcomes

Insurer KPIs and Audits

NHS Trust KPIs and Audits

Adverse events and near miss analysis

Patient satisfaction

Media commentary

Lack of confidence in the safety of services if external audit findings identify weaknesses – this risk will be managed through the ongoing audit programme that is in place across all Rutherford Cancer Centres, the regular review of patient satisfaction surveys and the review of near miss and incidents recorded.

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Strategic Report


Our Business Model

We pride ourselves on the standard of service and care we provide

State-of-the-art centresOur growing network of cancer centres provides an all-encompassing cancer service to patients. Each of our centres will offer diagnostic imaging, SACT, radiotherapy, proton beam therapy and supportive care for patients. Our centres have been carefully designed to meet the needs of patients and provide the same high-quality standard of patient services. Patients at all our centres will benefit from brand new state-of-the-art facilities.

High-quality teamsOur staff consists of a multi-disciplinary team of professionals that includes medical physicists, dosimetrists, therapy radiographers, SACT nurses and supporting staff. We strive to make the referral process as seamless as possible and make sure that consultants who work with us are fully supported to provide high-quality patient care.

We use our key strengths to underpin our operating model...

Select locationsEach Rutherford Cancer Centre site has been chosen strategically for its proximity to urban centres to be as close to as many patients as possible. We plan to build a small number of additional centres across the UK, with the aim that 75% of the UK population are within 90 minutes of a Rutherford Cancer Centre.

Cancer care, transformed.

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Strategic Report

15

Innovative technologyCaring for patients using innovative treatments and techniques is the essence of what we do, which is why we partner with world leaders in cancer technology such as Ion Beam Applications (IBA), Elekta and Philips to equip our centres with the latest technology in diagnostics, planning, radiotherapy and proton beam therapy.

Personalised careAt the heart of our vision and values is the delivery of exceptional personalised care and treatment to our patients, achieving greater patient outcomes in the treatment of cancer and the advancement of proton beam therapy technology. Our services are available to insured private patients, self-paying patients and NHS patients.

Exceptional standardsOur centres are overseen by national and international Medical Advisory Committees and are registered under the Health Inspectorate Wales and Care Quality Commission to ensure we meet the highest standards of care and patient safety.

...and deliver value to stakeholders

EmployeesWe provide excellent training and a supportive working environment. We believe that an engaged team will feel greater job satisfaction and deliver outstanding care to patients.

InvestorsOur focus to date has been that of investment. Shareholder value will be enhanced through the further development and operation of our cancer centres.

CommunitiesWe deliver exceptional cancer care services and contribute to local economies through employment. We play our part in the community and manage our social and environmental responsibilities.

PatientsWe pride ourselves on the standard of service and care we provide to patients. The spirit of our centres is to transform cancer care and provide a personalised level of care to every patient, delivered by dedicated employees who are passionate about excellence.


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Strategic Report

Strategy in Action

What happens when you concentrate your energy?We have partnered with IBA (Ion Beam Applications), who are the manufacturers of the Proteus®ONE solution which is being installed within each of our centres, and which is used to generate the protons used in proton beam therapy treatment.

IBA is a global medical technology company focused on bringing integrated and innovative solutions for the diagnosis and treatment of cancer. The company is the worldwide technology leader in the field of proton beam therapy and has installed systems across the world, so was a natural first choice as a company to collaborate with given their expertise at the forefront of cancer technology.

By working with the world’s leading technology partners, we are ensuring that our Rutherford Cancer Centres are equipped with the latest cancer technology, with the aim that the centres will evolve into centres of excellence for cancer treatment.


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Strategic Report

From proton beam therapy to patient care,

we’re focused on what matters.


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Strategic Report

Who inspires us to excellence?

Strategy in Action

We are committed to improving cancer care and work with universities and technology partners to support research into proton beam therapy. At the core of our research efforts will be our Data Repository and Data Analytics project, which will collect and analyse data from our patients and which will also make anonymised patient data available to clinical and academic researchers.

In addition to our work with IBA, we are constantly collaborating with companies and programmes throughout the medical and technical fields to ensure continued innovation and advancement. One example of this is a two-year collaborative research project with The University of Liverpool to develop a new measurement system, known as a 3D Water Phantom, to enhance proton beam therapy technology. Business and research partnerships such as these demonstrate the medical, technology and academic sectors’ willingness to invest in high-energy proton beam therapy as it launches within the UK.

This will support the Rutherford Cancer Centres to become centres of excellence in delivering advanced cancer treatment for the benefit of patients across the UK.


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Strategic Report

Everything we do revolves

around the patient.


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Strategic Report

What happens when you accelerate change?

Strategy in Action

We plan to build a small number of additional centres across the UK, with the aim that 75% of the UK population is within 90 minutes of a Rutherford Cancer Centre.

Each Rutherford Cancer Centre site has been chosen strategically for its proximity to urban centres to be as close to as many patients as possible. Rutherford Cancer Centre, Thames Valley, with easy access to London Heathrow Airport, will also become a hub for those travelling for treatment from abroad or from other parts of the UK where high-energy proton beam therapy is yet to become available.

With patient experience of paramount importance, the design of each centre plays a central part of that goal. Each site features unique and interesting details to maximise

the patient experience and create a relaxed environment geared towards patient, visitor and staff satisfaction. For example, The Rutherford Cancer Centre, South Wales features a ‘living wall’ designed and installed by leading landscape supplier Scotscape. The vertical garden ensures that patients who arrive at the centre are greeted with a welcoming ‘wall of life’, something which changes with the seasons and which offers a pleasant sense of nature in an urban setting. The wall was created with biodiversity at its core, and the species included in the installation were chosen due to their year-round pollinating capabilities and air cleaning qualities, as well as their function as a habitat for wildlife.


21

Strategic Report

We’re growing faster and smarter

than ever.


22

Strategic Report

Corporate and Social Responsibility

Operating responsibly for our stakeholdersThe Board believes that the Group has a duty to many groups in society: patients, employees, shareholders, technology partners and local communities.

The Group strives to ensure that the business’ activities positively benefit all stakeholders.

PatientsWe pride ourselves on the standard of service and care we provide to patients. The spirit of our centres is to transform cancer care and provide a personalised level of care to every patient, delivered by dedicated employees who are passionate about excellence.

EmployeesWe provide excellent training and a supportive working environment. We believe that an engaged team will feel greater job satisfaction and deliver outstanding care to patients.

InvestorsOur focus to date has been that of investment. Shareholder value will be enhanced through the further development and operation of our cancer centres.

Technology partnersWe work with our technology partners to advance cancer care.

CommunitiesWe deliver exceptional cancer care services and contribute to local economies through employment. We play our part in the community and manage our social and environmental responsibilities.

ApprovalThis Strategic Report was approved by the Board of Directors on 30 May and signed on it’s behalf by:

Mike MoranChief Executive Officer

Proton Partners International Ltd — Annual Report and Accounts 2019

23

There is no prescribed corporate governance code for NEX companies, and the London Stock Exchange prefers to give companies the flexibility to choose from a range of codes which suit their specific stage of development, sector and size.

The Board considers the corporate governance code published by the Quoted Companies Alliance Corporate Governance Code 2018 (‘the QCA Code’) as the most suitable code for the Company and has adopted the principles set out in the QCA Code and applies these principles wherever possible, and where appropriate to its size and available resources.

Rupert Lowe, Non-Executive Chairman, and Michael Moran, CEO, have overall responsibility for the Corporate Governance of the Company. This Corporate Governance Statement was approved by the Board on 21 February 2019. The QCA Code sets out ten principles which should be applied.

Introduction to Governance


24

Governance Report

The principles are listed below with an explanation of how the Company applies each principle, and the reasons for any aspect of non-compliance.

Chairman’s StatementAs a listed company traded on the NEX Growth Market, we understand the importance of sound corporate governance and of adopting the principles of good governance across the business. We aim to maintain an efficient and effective management framework that enables long-term, sustainable growth for our shareholders.

As Chairman, I carry the ultimate responsibility for the corporate governance of the Group. In September, the Board has reaffirmed its commitment to good corporate governance by adopting and applying the Quoted Companies Alliance (QCA) Corporate Governance Code 2018. The QCA has ten broad principles and we have set out below how we apply these principles to the business.

Principle One: Establish a strategy and business model which promote long-term value for shareholdersOur Business Model – The Group is at the vanguard of advancing cancer care.

We are developing and building a network of oncology centres across the UK known as the Rutherford Cancer Centres, offering a comprehensive range of cancer treatments to patients.

We plan to open a network of centres in the next few years and the first centre in Newport, South Wales, was the first in the UK to offer high energy proton therapy. In addition, each centre offers radiotherapy, chemotherapy, immunotherapy, diagnostic imaging and supportive care services.

As well as the Rutherford Cancer Centre South Wales, Proton Partners International has opened two further centres – the Rutherford Cancer Centre North East in Northumberland and the Rutherford Cancer Centre Thames Valley in Reading, with proton therapy available in both in 2019. A fourth site is under construction in Liverpool, the Rutherford Cancer Centre North West.

The Group has partnered with world-leading healthcare technology providers to equip each centre with the very latest and innovative technology, including IBA and Philips.

We create value for our shareholders through our providing quality clinical care and by leveraging centralised, scalable infrastructure.

Our Strategy – We seek to create sustainable value by becoming the leading provider of proton beam therapy.

Principle Two: Seek to understand and meet shareholder needs and expectationsThe Group provides up to date information to its shareholders through market announcements and copies of all results and announcements are available online at www.proton-int.com.

The Chief Executive Officer and the Chief Financial Officer carry out presentations and meetings to key stakeholders on a regular basis and the Group encourages all shareholders to attend its Annual General Meeting where the Directors are available to answer any shareholders questions or concerns.

The Group intends to appoint a Financial PR Adviser and Broker in the near-term. Both organisations provide feedback from institutional shareholders from investor presentations and the Directors will use this feedback to improve and enhance future Annual Reports and presentations as appropriate.

Principle Three: Take into account wider stakeholder and social responsibilities and their implications for long-term successThe Board recognises that the Group’s long-term success relies on good relations with its wider stakeholders including – patients, employees, strategic partners and suppliers.

Patients – The Group has processes to gather regular feedback from patients, including surveys, for identifying any improvements that would result in better patient satisfaction. Also, the Group details key patient-focussed performance measures and has established a Clinical Governance Committee which meets three time a year. This Committee reviews all matters involving the patients’ clinical experiences.

Employees – Employees have regular one-to-one sessions with their immediate line manager, and annual reviews where development plans are discussed to ensure each individual’s objectives are aligned to the business strategy and to improve levels of employee engagement. Internal newsletters, briefings and communications are distributed to keep all employees informed of important developments. A forum for the senior management of the Group takes place on a regular basis to involve the broader management team in business planning and to improve teamwork and Group identity.

The QCA Code Principles


25

Governance Report

Strategic partners – The strategic partners, namely IBA, Elekta and Philips, provide machines and equipment in the provision of the facilities utilised by the clinical organisation. Each is also a shareholder of the Company. Regular development forums are held, and these are attended by senior management of the Group. In addition, performance measures are discussed.

Suppliers – The Group has identified key suppliers such as the NEX Corporate Adviser, external auditor, legal adviser and PR consultants. The Group seeks the independent and experienced view of its key advisers on various matters as and when required. The Group values their independence and seeks to establish long-term business relationships to benefit the Group.

Regulators – Part of the Group’s business is the provision of clinical care, which is highly regulated. The Group takes an open and co-operative approach to regulation and positively embraces a safety culture. The Group complies with the requirements of all health and social care legislation applicable to regulated activities. Regular external compliance audits to provide assurance that the Group is meeting the regulatory requirements are arranged.

Principle Four: Embed effective risk management, considering both opportunities and threats throughout the organisationThe Group has a formal risk governance framework that provides a structured process for identifying, evaluating and mitigating risks deemed by the Board as being of significant relevance to the Group in view of its risk profile and risk appetite. The Group considers its extended business, including the Group’s supply chain, from key suppliers to end-customers, in assessing and managing risks to the business. A summary of risks is included in the Admission Document submitted to the NEX Growth Market.

The process seeks to understand and mitigate, rather than eliminate risks and therefore can provide reasonable rather than absolute assurance against loss. The Board regularly reviews a register of principal risks and uncertainties, which is maintained on behalf of the Board by the Chief Financial Officer. The risk register is reviewed by the Board on a quarterly basis and a detailed review is undertaken on at least an annual basis.

Principle Five: Maintain the board as a well-functioning, balanced team led by the chairBoard – The Board consists of seven Directors including the Chairman. There are three executive and four non-executive Directors. Rupert Lowe, Non-executive Chairman and Michael von Bertele are considered independent non-executive directors. The Board is scheduled to meet six times a year and has full and timely access to all the relevant information to enable it to carry out its duties. The Board has access to the Group’s advisers and the Company Secretary to keep up to date with corporate governance matters and to ensure the relevant rules and regulations are followed. The Board has delegated specific responsibilities to the Audit and Remuneration Committees. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

Audit – The Audit Committee comprises Rupert Lowe (Chairman) and Michael von Bertele. It meets at least twice a year and is responsible for ensuring that the financial performance of the Group is properly recorded and monitored on a regular basis. This includes reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. The Audit Committee has responsibility for recommending the appointment of the external auditor. It will review the cost effectiveness, independence, and objectivity of the current auditors.

Due to the recent departure of the former Audit Committee Chair, the Board does not consider that its Audit Committee currently complies with the QCA Code and it is the intention of the Board to appoint a suitably financially qualified non-executive director in the future who would take up the position of Audit Committee Chair.

Remuneration – The Remuneration Committee comprises Michael von Bertele (Chairman) and Rupert Lowe. It meets at least twice a year and is responsible for determining the Group’s policy on the remuneration of the Executive Directors. It is also responsible for making any recommendations for the introduction of share options schemes and long-term incentive plans for the Executive Directors.

Attendance – The attendance record by individual Directors at scheduled meetings will be found on page 40 in the Governance Report.


26

Governance Report

Principle Six: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilitiesThe Board has established a skills, diversity and experience matrix which is set out below. This will be periodically review by the Board to ensure this meets current and future requirements.

Rupert LoweMichael

von BerteleChristopher

EvansAlain

BaronMichael

MoranEdward

Karol SikoraPaul

Tuson

Position Chairman NED NED NED CEO CMO CFOAge 60+ 60+ 50-60 30-40 50-60 60+ 50-60Gender M M M M M M MFast Growth Business Y Y Y YHealthcare Regulation Y YHealthcare Market Y Y YFinancial Planning Y Y Y YRisk Management Y Y Y Y Y YListed Board Y Y YCorporate Finance Y Y Y YBusiness Development Y Y Y

The biographies of the Directors can be found here.

Principle Seven: Evaluate board performance based on clear and relevant objectives, seeking continuous improvementWith effect from 2019 the Board will conduct an internal Board performance evaluation and annually thereafter. The criteria against which Board effectiveness is reviewed are:• Board composition• Board processes• Behaviours, including Executive Director

performance and contribution• Activities

The Chairman leads the Board evaluation process and where considered appropriate, will use external advisers to ensure the process is robust and fit for purpose. The non-executive Directors meet annually to consider each Executive Directors contribution and performance. The Chairman provides individual feedback to each Executive Director.

The Executive Directors meet annually to consider the contribution of the non-executive Directors. The CEO will provide feedback on an individual basis.

The Group regularly considers succession planning for the senior management of the Group including the Directors. Potential Board candidates are reviewed by a majority of existing Directors to determine an appropriate match to the skills and experience matrix set out above. Advice on all potential Board appointments is sought from the Group’s NEX Corporate Adviser.

Principle Eight: Promote a corporate culture that is based on ethical values and behavioursEthics Policy – As a matter of Board policy and best practice, directors and management are expected to conduct themselves with the highest ethical standards. All directors, executive and staff are expected to behave ethically and professionally at all times, to comply with the Ethics Policy and to thereby protect and promote the reputation and performance of the Company. The Board is responsible for establishing compliance and evaluating the effectiveness of the company’s Ethics Policy.

Our values – All procedures, policies and ways of working across the Group are designed to ensure compliance with the Excellence Model that overrides the ethos of the Group. The Excellence Model contains four pillars:• Operational and clinical excellence• The patient experience• Improving cancer care• Advancing proton beam therapy technology

These pillars represent the values which are at the heart of our business. They guide our company principles and how we deal with our patients, employees, strategic partners, suppliers and investors. It is our philosophy and is reflected in our culture to help us achieve our mission across the Group.

The QCA Code Principles continued


27

Governance Report

Principle Nine: Maintain governance structures and processes that are fit for purpose and support good decision-making by the boardCorporate Governance Charter – The Group has an established and detailed Corporate Governance Charter. The Board reviews this Charter from time to time or as regulation requires or as the Group grows in scale and complexity.

“The OECD defines corporate governance as follows: Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring.”

Roles and responsibilities – Chairman – The Chairman is responsible for the leadership and effectiveness of the Board. Together with the Chief Executive Officer, the Chairman sets the Board’s agenda and ensures that all items receive appropriate consideration especially strategic issues. The Chairman promotes the culture and values of the Group. The Chairman is the official spokesperson for the Board.

Chief Executive Officer – The CEO is responsible for the running of the business and the implementation of Board decisions and policies. The CEO is also responsible for Investor Relations.

Chief Financial Officer – The CFO is responsible for the Group’s finances including budgets and forecasts.

Non-executive Directors – The NEDs are appointed to provide oversight, independence and constructive challenge to the Executive Directors. They also provide strategic advice, guidance and a monitoring environment.

Chief Medical Officer – The CMO is responsible for clinical standards and care.

Matters reserved for the Board – The following matters are reserved for the Board:• The alteration of its memorandum or articles of

association or the adoption of any articles or the passing of any resolutions inconsistent with them.

• Except in the case of a subsidiary undertaking issuing shares to the Company or its nominee, the variation of its authorised or issued share or loan capital or the creation or grant of any option or other rights to subscribe for shares or to convert into shares.

• The alteration of the rights attaching to any of its shares.

• The consolidation, subdivision or conversion of any of its shares.

• The reduction of its share capital or reduction of any uncalled liability in respect of partly paid shares or the purchase or redemption of any of its shares.

• The issue of debentures, securities convertible into shares, share warrants or options in respect of shares.

• The issue of any additional Shares or share capital in the Company at a discount to their market value or otherwise than for full value.

• The declaration or payment of a dividend, other than in accordance with the articles of association of the Company.

• Unless required to do so by law doing or permitting anything to be done as a result of which the Company may be wound up (whether voluntarily or compulsorily).

• The creation of a fixed or floating charge, lien (other than a lien arising by operation of law) or other encumbrance over all or part of its undertaking or assets, except to secure it indebtedness to its bankers for sums borrowed in the normal course of business.

• Any agreement or arrangement concerning any of the foregoing.

Principle Ten: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholdersThe Board is committed to good communications with all stakeholders providing them with access to information to help them make informed decisions about the Group.

The Investor Information section of the Group’s website provides access to all required regulatory information. The Directors section provides further details of each Director and the Announcements section details all Group announcements in the last five years. The website also gives information about the Group’s advisers and significant shareholders and Director’s interests. Results of shareholder meetings and votes can also be found here.


28

Governance Report

Rupert Lowe

Independent Non-Executive Chairman

Appointed 27 February 2018

Experience Rupert was Chairman of WH Ireland from 2008–15, a director of Torus (UK) (Lloyd’s Insurance) from 2011–14, Chairman/Director of Jubilee (Lloyd’s Insurance) from 2002 to present and is involved in a selection of family owned businesses specialising in electrical, mechanical and data contracting as well as being a farmer.

His charitable work includes past Chairmanship of the Prince’s Trust South East and support for the Duke of Edinburgh awards.

Board of Directors

Targeting excellence.

Mike Moran

MBE

Co-founder and Chief Executive Officer

Appointed 4 February 2015

Experience Mike is one of the founders of Proton Partners International. Mike has 30 years of experience, and a proven track record in strategic leadership, planning and programme delivery. He has held various executive positions, primarily in the defence and healthcare sectors, operating in national and international markets. Mike is the former Chairman of the Chamber of Commerce and Learning & Skills Council in Hereford and Worcestershire. In 2010 Mike was appointed MBE in The Queen’s Birthday Honours list, for Service to Business.

Professor Karol Sikora

Co-founder and Chief Medical Director

Appointed 22 July 2015

Experience Karol is also a founder of the Company and has more than 40 years of experience as an oncologist treating patients worldwide. He is the former Chief of the World Health Organisation’s Cancer Programme, and former Professor and Chairman of the Department of Cancer Medicine at Imperial College School of Medicine. Karol is still honorary Consultant Oncologist at Hammersmith Hospital, London and is the founding team member and Clinical Director of Cancer Partners UK. He is Dean and Professor of Medicine at Britain’s first independent Medical School at the University of Buckingham and a Fellow of Corpus Christi College, Cambridge.

Paul Tuson

Chief Financial Officer

Appointed 3 June 2015

Experience Paul has over 25 years’ experience working in senior finance roles. He has been Group Finance Director or Chief Financial Officer of four AIM-listed UK Plcs and has experience of start-up and global businesses. Paul has led successful flotations, secondary fundraisings, venture capital exits and been involved in corporate restructuring and operational turnarounds.

Audit Committee Chair Remuneration Committee member


29

Governance Report

Dr Michael von Bertele CB OBE FRCP

Independent Non-Executive Director

Appointed 16 March 2015

Experience Mike was the Director General of the Army Medical Services until 2012 and then worked for two years as the International Humanitarian Director for Save the Children International, including leading their response to the Ebola crisis in West Africa in 2014. He is also a Non-Executive Director at Salisbury NHS FT. He was appointed OBE in 1994, Honorary Surgeon to Her Majesty the Queen from 2008–2012 and CB in 2012.

Professor Sir Chris Evans OBE

Non-Executive Director

Appointed 8 June 2015

Experience Sir Chris has a proven track record of establishing high-quality science companies, twenty of which have been taken public. He is widely regarded as Europe’s leading biotechnology entrepreneur and was appointed OBE in 1995 and Knighted in the New Year’s Honours List in 2001.

Alain Baron

Non-Executive Director

Appointed 23 October 2017

Experience With over 15 years’ experience in building long-term investment objectives to maintain and grow investors wealth, Alain joined Mirabaud Bank in 2012 and is currently serving as Managing Director. He has aligned interest between family businesses through creating a mutual investment philosophy.

Audit Committee member Remuneration Committee Chair Clinical Governance Committee Chair


30

Governance Report

Risk Management

The Board of Directors recognises the need to take a proactive approach in the management of risks across the business. In doing so, it will ensure that the Executive Management Team commits the full resources of the Company to the successful delivery of all PPI services within a Risk Managed Environment.

The Company is committed to ensuring that:• risks are identified and evaluated in the context of their potential impact on the achievement of objectives;• risks are managed at the level where staff has the authority, responsibility and resources to take action;• the identification and evaluation of risk becomes an integral part of performance management;• all key decisions are supported by a risk assessment and risk management plan; and• internal audit and other assurance activities are based on an assessment of key risks.

The following diagram is an overview of the risk management process:

MONITOR AND REVIEW

COMMUNICATE AND CONSULT

Nature of work being undertaken

Stakeholders

Criteria

De�ne key elements

Establish the Context

What might happen?

How might it happen?

Iden�fy the Risks

Review controls

Likelihood

Impact

Level of risk

Analyse the Risks

Evaluate risks

Rank risks

Evaluate the Risks

Iden�ty op�ons

Select best responses

Develop Risk Treatment Plans

Implement

Treat the Risks


31

Governance Report

Key Risks

The business is highly sensitive to patient numbers

Our business is highly sensitive to the number of patients seeking treatment in the centres, and in particular for Proton Beam Therapy. The number of patients being treated will depend on the availability of funding from the NHS and insurance companies and on the number of people willing to pay for their own treatment. There can be no assurance that funding will be available to the extent anticipated or at all.

We continue to liaise with both the NHS and Insurance Companies to advocate the benefits of Proton Beam Therapy.

Fee levels and reimbursement risks

We have secured agreements with major UK health insurance providers as well as WHSSC and anticipate securing additional agreements in the future. These agreements set the prices at which we will be reimbursed for patients receiving treatment at the Group’s facilities.

We will need to renegotiate the service level terms and pricing in the future, and may be forced to reduce prices in response to competition.

Dependence on third party service providers

We are reliant on third party service providers for certain crucial aspects of our operations, most notably IBA for maintenance of the PBT equipment along with Philips and Elekta. Any interruption or deterioration in the performance of these third party service providers could impair the quality and sustainability of our services.

We maintain very close relations with these suppliers to understand their businesses and to support them in any way we can.


32

Governance Report

Directors’ Report

The Directors present their report together with the audited financial statements of the group and company for the year ended 28 February 2019.

General InformationProton Partners International Limited (hereinafter ‘the Company’, and together with its subsidiaries, ‘the Group’) is a non-public limited company incorporated and domiciled in the United Kingdom. The registered office of the Company is 15 Bridge Street, Hereford, HR4 9DF. The registered company number is 09420705. A list of the Company’s subsidiaries is presented in Note 7.

The Group’s principal activity is that of developing cancer centres including Proton Beam Therapy, together with facilitating the provision of clinical treatment.

Business Review and Future DevelopmentsA review of the Group’s operations, performance and future developments is covered in the CFO’s Group Financial Review. The Strategic Report includes detail on Group strategy and considers key risks and key performance indicators.

Results and DividendDetails of the Group’s financial results are set out in the Consolidated Statement of Total Comprehensive Income, other statements and related notes on pages 54 to 81.

The Directors did not recommend the payment of a dividend for the current or prior year.

Going Concern After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Directors The current Directors, who served throughout the year except as noted, were as follows:

Executive Directors Non-Executive Directors

Mike Moran MBE (Chief Executive Officer) Rupert Lowe (Chairman)Professor Karol Sikora Dr Michael von Bertele CB OBE FRCPPaul Tuson Professor Sir Chris Evans OBE

Nathan Irwin FCA (resigned 15 February 2019)Alain Baron

Rupert Lowe and Dr Michael von Bertele are deemed to be independent by the Board.

Brief biographical details of the Directors, along with details of the Committees on which they sit, are given on pages 28 to 29.

Directors’ IndemnitiesThe Directors benefitted from qualifying third-party indemnity provisions in place during the financial year and at the date of this Annual Report.


33

Governance Report

Directors’ ShareholdingsThe beneficial interests of the Directors in the share capital of the Company at 28 February 2019 and 2018 were as follows:

28 February 2019:Number

of ordinary shares

% of issued ordinary share

capital

Number of growth shares

(unpaid)

% of issued growth share

capitalTotal number

of shares

% of total issued share

capital

ExecutiveMike Moran 3,638,937 2.4% – – 3,638,937 2.4%Professor Karol Sikora 3,750,000 2.4% – – 3,750,000 2.4%Paul Tuson 1,531,012 1.0% – – 1,531,012 1.0%

Non-ExecutiveRupert Lowe 1,369,565 0.9% – – 1,369,565 0.9%Dr Michael von Bertele 500,000 0.3% – – 500,000 0.3%Professor Sir Chris Evans – – – – – –Nathan Irwin – – – – – –Alain Baron – – – – – –

28 February 2018:Number

of ordinary shares

% of issued ordinary share

capital

Number of growth shares

(unpaid)

% of issued growth share

capitalTotal number

of shares


capital

ExecutiveMike Moran 500,000 0.4% 3,138,937 60.5% 3,638,937 3.1%Professor Karol Sikora 3,750,000 3.3% – – 3,750,000 3.2%Paul Tuson – – 1,531,012 29.5% 1,531,012 1.3%

Non-ExecutiveRupert Lowe – – – – – –Dr Michael von Bertele – – 259,442 5% 259,442 0.2%Professor Sir Chris Evans – – – – – –Nathan Irwin – – – – – –Alain Baron – – – – – –

At 28 February 2018, Gordon McVie (previous Non-Executive Director), also held 259,442 growth shares, comprising 5.0% of issued growth share capital and 0.2% of total issued share capital.

Details in relation to Directors’ share options are included in the Remuneration Committee Report on page 47.

Significant ShareholdersAs at the date of this report, individual registered shareholdings of more than 3% of the Company’s issued share capital were as follows:

Shareholder Total number of shares


capital

Nortrust Nominees Ltd (Account WIZ01) 32,250,000 21.1%Nortrust Nominees Ltd (Account WIX01) 31,663,913 20.7%Cruisen Ltd 14,500,000 9.5%The Wales Life Sciences Investment Fund LP 10,000,000 6.5%Global Healthcare Ltd 7,000,000 4.6%WND Holding Ltd 6,956,522 4.6%Smart Profit Ltd 6,956,522 4.6%Sigma Healthcare Investments Ltd 5,217,391 3.4%Ion Beam Applications S.A. 5,000,000 3.3%Western Provident Association 5,000,000 3.3%


34

Governance Report

Political and Charitable DonationsThe Group made no political donations in the current or prior financial year.

Charitable donations of £87,633 were made during the year (2018: £25,285).

Financial InstrumentsThe financial risk management objectives and policies of the Group are provided in Note 3.

Capital StructureDetails of the issued share capital, together with details of the movements in the Company’s issued share capital during the year are shown in Note 10. No additional share capital was issued post year end.

Share Option SchemesDetails of employee share schemes are set out in Note 20.

Acquisition of the Company’s Own SharesDetails of acquisition of shares are set out in Note 10. EmployeesThe Directors believe that the involvement of employees is an important part of the business culture and contributes to the successes achieved to date.

The Group has an equal opportunities employment policy. It is the Board’s policy to employ disabled persons whenever suitable vacancies arise and to provide for such employees the appropriate level of training and career progression within the Group.

During the year, the Group was successful in retaining the Investors in People accreditation at Silver standard. Our corporate social responsibility statement is included in the Strategic Report.

Post Balance Sheet EventsOn 17th May 2019 £5m was repaid to Western Provident Association Limited in settlement of an outstanding debt facility.

Statement of directors’ responsibilities in respect of the financial statementsThe directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). 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 company and of the profit or loss of the group and company for that period. In preparing the financial statements, the directors are required to:• select suitable accounting policies and then apply them consistently;• state whether applicable IFRSs as adopted by the European Union have been followed for the group financial

statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

group and company will continue in business.

Directors’ Report continued


35

Governance Report

The directors are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ ConfirmationsAs far as the Directors are aware:• there is no relevant audit information of which the Group’s auditor is unaware; and• each Director has taken all reasonable steps that he or she ought to have taken as a Director in order to make

himself or herself aware of any relevant audit information and to establish that the Group’s auditor is aware of that information.

A resolution for the reappointment of PricewaterhouseCoopers LLP as auditor of the Group is to be proposed at the forthcoming AGM.

ApprovalThis Directors’ report was approved by the Board on 30 May 2019 and signed on its behalf by:

Paul TusonChief Financial Officer


36

Governance Report

The operation of the Board is documented in a formal Governance Charter, which is reviewed annually. The Charter: • outlines the manner in which the Board’s

constitutional powers and responsibilities will be exercised and discharged; and

• outlines the core principles of corporate governance to which the Group ascribes, such principles which are designed to incorporate best practices for unlisted companies and all applicable laws.

The Board considers the corporate governance code published by the Quoted Companies Alliance Corporate Governance Code 2018 (‘the QCA Code’) as the most suitable code for the Company and has adopted the principles set out in the QCA Code and applies these principles wherever possible, and where appropriate to its size and available resources.

The corporate governance framework which the Group operates within is based upon practices which the Board believes are proportional to the size, risks, complexity and operations of the business and reflective of the Group’s values. In addition, it reflects the Board’s specific accountabilities in relation to receiving assurances of safety and quality of clinical services carried out in Rutherford Cancer Centres. This assurance is managed through a Quality Governance Framework which embraces both clinical and corporate governance and is a global approach to protecting The Rutherford Cancer Centre’s patients, staff and the business.

The term ‘clinical governance’ within the framework, is used to describe the systematic approach to maintaining and improving the quality of patient care within a healthcare setting. The term ‘corporate governance’ is used to describe the structure and the relationships which determine corporate direction and performance of the business.

The Quality Governance Framework is underpinned by a set of values and behaviours, structures and processes, that must be in place to ensure Rutherford Cancer Centres can deliver safe, effective and high-quality services.

Healthcare regulations require that healthcare organisations have ‘good governance’ in place and that they operate effective systems and processes which enable them to assess and monitor their services against the regulatory requirements. The systems must include scrutiny and overall responsibility at Board level or equivalent. The corporate governance framework and quality

governance framework as outlined in this report demonstrate how the Group meets these requirements and in doing so builds patient, public and stakeholder confidence in the organisation.

In this section of our report we have set out our approach to governance and provided further information on how the Board and its Committees operate. The following disclosures are prepared on a voluntary basis and are unaudited.

Board CompositionThe Board comprises three Executive Directors and four Non-Executive Directors.

Two of the Non-Executive Directors are fully independent. The Board reviews the independence of each Director on an ongoing basis, in light of interests disclosed to the Board. It is the responsibility of each Director to disclose all material interests to the Board.

Board ResponsibilitiesThe Board is ultimately responsible for the oversight and review of management, administration and the overall governance of the Group and its strategic direction. This includes:• the protection of shareholders’ interests by seeking

to ensure that the Group’s strategic direction provides value for its shareholders;

• establishing goals for management and monitoring the achievement of those goals;

• recruiting and replacing the Chief Executive Officer;

• authorising policies and overseeing the strategic implementation of those policies;

• seeking to ensure that the Group’s internal control and reporting procedures and risk management systems are adequate, effective and ethical; and

• seeking to ensure that the Group’s internal control and reporting procedures and risk management systems identify risks to the quality and safety of patient care.

This is an active, not a passive responsibility. The Board’s role is to seek to ensure that management is capably executing its responsibilities. To this end, the Board’s policy is that it must regularly monitor the effectiveness of management policies and decisions, including the execution of its strategies.

In addition to fulfilling its obligations to generate rewards for shareholders, the Board recognises that the Group also has responsibilities to its customers, employees, patients and suppliers, and to the welfare of the communities in which the Group operates.

Corporate and Clinical Governance Report


37

Governance Report

The Board is ultimately responsible for the strategic direction and control of the Group. Day-to-day management of the Group is delegated to the senior management team under the leadership of the Chief Executive Officer, Mike Moran.

In addition, the Board has delegated specific responsibilities to the Audit, Remuneration and Clinical Governance Committees, details of which are set out below. The Board has adopted a formal Charter for each Committee setting out the matters relevant to the composition, role, function, responsibilities and administration. Committee Charters are reviewed annually.

Each Committee is chaired by a Non-Executive Director, and all members must also be Non-Executive Directors. As a matter of principle, Committee members have access to the appropriate external and professional advice needed to assist the Committee in fulfilling its role.

Audit CommitteeThe Audit Committee is chaired by Rupert Lowe and its other member is Mike von Bertele. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and auditor relating to the annual accounts and the accounting and internal control systems in use throughout the Group. It also advises the Board on the appointment of the auditor, reviews their fees and discusses the nature, scope and results of the audit with the auditor. The Audit Committee meets at least twice a year and has unrestricted access to the Group’s auditor. The Chief Financial Officer attends the Committee meetings as invited.

The Audit Committee report is on pages 43 to 44.

Remuneration CommitteeThe Remuneration Committee is chaired by Mike von Bertele and its other member is Rupert Lowe. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of employment of the Non-Executive Directors of the Group are set by the Board. The Chief Executive Officer may be invited to attend

for some parts of the Committee meetings where his input is required, although he does not take part in any discussion on his own benefits and remuneration.The Remuneration Committee Report on pages 45 to 47 contains more detailed information on the Committee’s role and the Directors’ remuneration and fees.

Nominations CommitteeIt is the view of the Board that a separate Nominations Committee is not required at present. In the event that the needs of the business change, a Nominations Committee will be formed.

Quality Governance FrameworkThe Quality Governance Framework which reports up to the Board, through the Clinical Governance Committee, consists of the groupwide Committees, Expert Advisory Groups and Forums described below. Expert Advisory Groups consist of members who hold specific qualifications and competency in the subject matter. The Board has a responsibility to receive assurance that the organisation is operating with openness and transparency and that both patients and the public can be assured of the quality and safety of services provided.

Corporate Quality Governance CommitteeThis Committee is responsible for monitoring quality governance across the organisation and reviews and reports on overall compliance to the Senior Management Teams of the Company subsidiaries which in turn report to the Executive team and up to the Board.

This Committee scrutinises the systems and processes in place for effective care coordination and evidence-based practice and focuses on quality improvement to ensure a coordinated framework is in place for protecting standards of clinical and professional practice. This scrutiny includes the review of incidents, audit outcomes, patient feedback, and external audits. It collates and escalates as appropriate, risks in relation to the quality and safety of care. In addition, it approves the quality and clinical audit programme and training programmes annually.

Annual Radiation Protection CommitteeIt is a statutory requirement for the Radiation Protection Committee to meet annually and is responsible for ensuring safe procedures and practices are in place for the use of radiation.


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Governance Report

Health & Safety Expert Advisory GroupThe Health & Safety group is constituted under the requirements of the Health and Safety at Work Act 1974 to consult with employees on matters of health, safety and welfare at work. It directs the organisation on Health & Safety matters and monitors compliance and risks.

The Information Governance & Data Protection Expert Advisory GroupThis group is responsible for publishing policy and procedures across the organisation to ensure processing of information is carried out lawfully, and that risks to data are identified and managed. It ensures that full compliance in relation to IT security, data protection legislation and cyber security are managed.

International Medical Advisory BoardThe International Medical Advisory Board provides oversight of international quality strategy and clinical direction. This Board meets bi-annually and consists of representatives from the Senior Management and Executive Management Teams, the Chief Medical Director, Medical Advisory Chairs and leading specialist consultants from both NHS and independent providers.

Infection Prevention and Control Expert Advisory GroupThis group ensures that infection prevention measures are in place, monitored and controlled in accordance with regulatory requirements and best practice across Rutherford Cancer Centres.

Resuscitation Expert Advisory GroupThis group ensures that resuscitation polices, processes and controls are in place, and monitored in accordance with regulatory requirements and best practice.

Local Quality GovernanceWithin each Rutherford Cancer Centre, a local governance structure is in place which reports into, and receives guidance and direction from, the Corporate Quality Governance Committees and Expert Advisory Groups. The set structure within each Centre consists of:• Local Leadership Team, responsible for reporting

on finance, business development, risk management, quality, and safety.

• Local Medical Advisory Committee, attended by medical practitioners and clinical and management representatives. They are responsible for advising on, and receiving assurance on, clinical practice and patient safety.

• Local Quality Governance Committee, responsible for scrutinising and monitoring the quality and safety of services, which includes audits, risks, policies, patient satisfaction and complaints, and safeguarding.

Corporate and Clinical Governance Report continued


39

Governance Report

Audit Committee

ClinicalGovernanceCommittee

The Board Remuneration Committee

Nominations Committee

Executive Team

Senior Leadership

Team

Information Governance &

Data Protection EAG

SACT

International Medical Advisory Board

Corporate Quality Governance Committee

Group Scientific

Forum

MedicinesMgt

PGDForum

Medicine Safety Forum

H&S Forum

Infection Prevention

Control Forum

Radiation Protection Committee

MRSafetyForum

Patient Forum

Health & Safety EAG

Infection Prevention

EAG

Resuscitation EAG

Senior Management Team (SMT) Meetings

Rutherford Estates Ltd

Programme Boards,

Project Boards

Rutherford Cancer Care Ltd

Clinical Leaders Forum

Radiotherapy& Imaging SMT

SACT SMT

Rutherford Diagnostics Ltd

ClinicalSMT

Rutherford Innovations Ltd

Proton Partners

International

Finance Contracts &

Procurement, HR, Marketing,

Professional Standards, Business

Development, IT, Operations

GSF

SMTs receive and review reports from service and operational lines across the subsidiaries which incorporate operational,

financial, quality & safety, risks, opportunities and KPIs.

The following diagram shows the Quality Governance Framework:

Local Rutherford Cancer Centres Governance Structure Rutherford Proton Panel – Proton Beam Therapy Lead clinician, Consultant Radiologist, managerial representative, Radiographer Physicist/planner MDT coordinator. Responsibilities incorporate: assessment of referral in appropriate detail, adequacy of clinical information submission is assessed, recording and dissemination of information and decisions to referrer, patient, GP. Ensures processes and outcomes are subject to audit.

Quarterly Local Quality Governance Committee responsibilities include a full review of:

• Clinical audit outcomes• Patient Satisfaction,

complaints• H&S, Information Governance• Regulatory compliance /

audits• Infection Prevention

• Incidents / Risk• Quality of Services• New services / treatments• Safeguarding• Patient engagement

Local Medical Advisory

Committee

Local Leadership Team

Service Leads / Head of Departments team meetings

Local Quality Governance Committee

Corporate Governance is set by Proton Partners International Ltd and monitored through SMTs

Corporate quality and safety groups are in place to advise and monitor legal and regulatory compliance. They review Group-wide legal, regulatory and best practice requirements, authorise and advise on policy, analyse trends and risks. They are formed of specialist

subject matter experts who advise the organisation on compliance.

The IMAB advises on clinical strategy.

The Corporate QG Committee receives input from all central sub-committees and Rutherford Cancer Centre Local Quality Committees. It reports to the Senior Management Teams on compliance and risk.

Corporate Quality and Safety Committees, Expert Advisory Groups (EAGs) and Forums

Both corporate, and quality governance, is managed though a framework of Management Teams Committees, Leadership Teams and Expert Advisory Groups (EAGs) across Proton Partners International Ltd and its subsidiaries. Rutherford Cancer Centres have specific responsibilities under healthcare regulatory bodies and report into both the Senior Management Teams and the Corporate Quality and Safety Committees to ensure the safety and quality care is monitored and reported on.


40

Governance Report

Board MeetingsThe Board determines a schedule of meetings before the beginning of each calendar year. One or more of these meetings should coincide with visits to Group offices or sites in order to continue the education and information provided to Directors regarding the Group’s business. Additional meetings are held as required to address specific issues.

The Board has a schedule of regular business, financial and operational matters, and each Board Committee has compiled a schedule of work to ensure that all areas for which the Board has responsibility are addressed and reviewed during the course of the year.

These include matters relating to:• The Group’s strategic aims and objectives;• The structure and capital of the Group;• Financial reporting, financial controls and dividend policy;• Setting budgets and forecasts;• Internal control, risk and the Group’s risk appetite;• The approval of significant contracts and expenditure;• Effective communication with shareholders; and• Any changes to Board membership or structure.

All attendees at Board meetings are, as officers and/or fiduciaries, required to keep all information presented or discussed at Board meetings confidential.

The Board papers are collated and circulated to Directors by the Company Secretary, who also supervises the filing and storage of all Board papers. All minutes of the Board are signed by the Chairman as a true and correct record and are then entered into the minute book and will be available for inspection by any Director.

The Board met six times in the year. The following table shows Directors’ attendance at scheduled Board and Committee meetings during the year:

DirectorBoard

meeting

Audit Committee

meeting

Remuneration Committee

meeting

Mike Moran 6/6 – –Professor Karol Sikora 6/6 – –Paul Tuson 6/6 – –Rupert Lowe 6/6 2/2 1/1Mike von Bertele 6/6 2/2 1/1Professor Sir Chris Evans 6/6 – –Nathan Irwin 6/6 2/2 1/1Alain Baron 6/6 – –

Board EffectivenessThe skills and experience of the members of the Board are set out in their biographical details on pages 28 to 29. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance.

Every twelve months, the Board performs a formal review of the performance of the Board, its Committees and individual Directors.



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Governance Report

The review includes:• examination of the effectiveness and composition

of the Board and its Committees, including the required mix of skills, knowledge, experience, independence and diversity;

• review of the Group’s strategic direction and objectives;

• assessment of whether corporate governance practices are appropriate; and

• assessment of whether the expectations of differing stakeholders have been met.

Informal reviews of the Board’s performance are conducted as necessary. In addition, any Director may suggest that the Board conduct a formal review earlier than the twelve-month timeframe which generally applies.

The Board is responsible for establishing performance criteria applicable to the Chief Executive Officer. The Board formally conducts a performance review of the Chief Executive Officer at least annually.

Election of DirectorsWhen determining whether or not to recommend appointment of a Director, the Board will seek to ensure that it maintains an appropriate balance of skills, knowledge, experience, integrity, independence and diversity. Tenure is a consideration after ten years of office.

The Board sets and reviews the criteria for appointment of new Directors having regard to the composition of the Board. Each Non-Executive Director is provided with a letter on their appointment to the Board which sets out the terms and other administrative matters relevant to their appointment.

Conflicts of InterestEach Director has a duty to avoid conflicts of interest and must notify the Board of any potential conflicts he or she may have, including any which may arise as a result of his or her duty to another Company.

As a matter of practice, the Board has established protocol for disclosure of all interests and other Directorships, potential conflicts of duties, and arrangements for circumstances when any such issues arise.

The Chief Executive Officer does not participate in deliberations of the Board or a Board Committee when matters could affect his position.

Ethics PolicyAs a matter of Board policy and best practice, Directors and management are expected to conduct themselves with the highest ethical standards.

All Directors, executives and staff are expected to behave ethically and professionally at all times, to comply with the Ethics Policy and to thereby protect and promote the reputation and performance of the Group.

The Board is responsible for establishing compliance and evaluating the effectiveness of the Group’s ethics policy.

Access to Independent Advice and SupportIn the furtherance of his or her duties or in relation to acts carried out by the Board or the Group, each Director is aware that he or she is entitled to seek independent professional advice at the expense of the Group. The Group maintains appropriate Directors’ and Officers’ insurance in the event of legal action being taken against any Director. Each Director has access to the advice and services of the Company Secretary, if required, who is responsible for ensuring that Board procedures are properly followed, and that applicable rules and regulations are complied with.

Internal Controls and Risk ManagementThe Board has ultimate responsibility for the Group’s system of internal controls and for reviewing its effectiveness. Such a system is designed to mitigate against and manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board confirms that there are ongoing processes for identifying, evaluating and mitigating the significant risks facing the Group. The processes are consistent, so far as appropriate given the size and nature of the business, with the guidance issued by the Financial Reporting Council and ensures that risks in relation to healthcare regulatory activity are managed.

The Group’s internal financial control and monitoring procedures include:• Clear responsibility for the maintenance of good

financial controls and the production of accurate and timely financial information;

• The control of key financial risks through appropriate authorisation levels and segregation of accounting duties;

• Detailed monthly reporting of results and financial position, including variances against budget;

• Reporting of any non-compliance with internal financial controls; and

• Review of reports issued by external auditors.


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Governance Report

The Audit Committee, on behalf of the Board, reviews reports from the external auditor, together with management’s response. In this matter, it has reviewed the effectiveness of the system of internal controls for the year.

The Group continues to review its system of internal control to ensure adherence to best practice, whilst also having regard to its size and the resources available. The Board considers that the introduction of an internal audit function is not required at this juncture.



43

Governance Report

Audit Committee Report

On behalf of the Board, I am pleased to present the Audit Committee Report for the year ended 28 February 2019. The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported and reviewed. Its role includes monitoring the integrity of the financial statements, reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.

Committee CompositionThe Committee consists of two Non-Executive Directors: myself, and Michael von Bertele. Up to 15 February 2019, Nathan Irwin was a member, and the Chair, of the Committee. It is the Board’s intention to appoint another Non-Executive to the Committee in due course. Paul Tuson, Chief Financial Officer, and other Executive Directors may attend Committee meetings by invitation.

Following appointment of an additional non-executive to the Committee, the Board expects the members will have relevant and recent financial experience.

Committee ResponsibilitiesThe Committee is appointed by and responsible to the Board. The principle role of the Committee is to monitor the integrity of the Group’s financial statements, the effectiveness of the systems of internal controls and to monitor the effectiveness, performance, objectivity and independence of the external auditors. A full description of the Committee’s role is set out its Committee Charter.

The Committee is authorised by the Board to seek and obtain information from any officer or employee of the Group and obtain external advice as it deems necessary.

Committee MeetingsThe Committee met twice in the year. The external auditor and CFO also attended both of these meetings. The Committee also has the opportunity to meet with the external auditor without any Executive Directors present if it wishes to do so. The Committee carried out a full review of the year end results and of the audit, using as a basis the reports to the Committee prepared by the CFO and the external auditor. Questions were asked of senior management around any significant or unusual transactions where the accounting treatment could be open to different interpretations.

The Committee received from the external auditor a report of matters arising during the audit which the auditor deemed to be of significance. The statement of internal controls and the management of risk, which is included in the Annual Report, is approved by the Committee.

The Committee is satisfied that the judgments made by management in relation to the financial statements are reasonable and that appropriate disclosures in relation to key judgments and estimates have been included in the financial statements. In reaching this conclusion the Committee has considered reports and analyses prepared by management and has also constructively challenged assumptions. The Committee has also considered detailed reports prepared by the external auditor.

Committee PerformanceThe Committee regularly reviews its own performance and has concluded that it is performing as expected.

External AuditorThe Committee has primary responsibility for the relationship with, and performance of, our external auditor. This includes making the recommendation on their appointment, reappointment and removal, assessing their independence on an ongoing basis and for negotiating the audit fee in conjunction with the CFO.

PricewaterhouseCoopers LLP has been the external auditor since 2016.

As required, the external auditor provided the Committee with information for review about policies and processes for maintaining its independence and compliance regarding the rotation of audit partners and staff. The Committee considered all relationships between the external auditor and the Group and was satisfied that they did not compromise the auditor’s judgment or independence, particularly around the provision of non-audit services.

The external auditor prepares an audit plan for the review of the full period financial statements. The audit plan sets out the scope of the audit, areas to be targeted and audit timetable. This plan is reviewed and agreed in advance by the Committee. Following the audit, the auditor presented its findings to the Committee for discussion. No major areas of concern were highlighted by the auditor during the period, however areas of significant risk and other matters of audit relevance are regularly communicated.


44

Governance Report

Management reviewed the effectiveness of the external audit process and were satisfied with the external auditor’s knowledge of the business and that the scope of the audit was appropriate and the audit process effective.

Following these processes, the Committee recommended to the Board that PricewaterhouseCoopers LLP be proposed for re-election at the AGM.

Internal AuditGiven the current size of the Group, the Board did not consider it necessary to have an internal audit function during the year. Ad-hoc reviews are carried out by members of the Professional Standards department, which is independent to the finance department. This need is being kept under regular review. The Committee is satisfied that management is able to derive assurance as to the adequacy and effectiveness of internal controls and risk management procedures without a formal Internal Audit function at present.

Risk Management and Internal ControlAs described in the Corporate and Clinical Governance Report, the Group has established a framework of risk management and internal control systems, policies and procedures. The Audit Committee is responsible for reviewing the risk management and internal control framework and ensuring that it operates effectively. During the year, the Committee has reviewed the framework and the Committee is satisfied that the internal control systems in place are currently operating effectively.

WhistleblowingThe Group has in place a whistleblowing policy which sets out the formal process by which an employee of the Group may, in confidence, raise concerns about possible improprieties in financial reporting or other matters. Whistleblowing is a standing item on the Committee’s agenda. The Committee is comfortable that the current policy is operating effectively.

Anti-bribery The Group has a zero-tolerance policy to bribery, corruption and inappropriate self-gain and will provide guidance to those working for the Group in relation to this as necessary. The Committee is comfortable that the current policy is operating effectively.

ApprovalOn behalf of the Audit Committee

Rupert LoweChair of the Audit Committee

Audit Committee Report continued


45

Governance Report

Remuneration Committee Report

This Remuneration Committee Report sets out the remuneration policy and the remuneration details for the Executive and Non-Executive Directors of the Group. The Group is not required to comply with Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The following disclosures are prepared on a voluntary basis and are unaudited.

The Remuneration CommitteeThe Committee consists of two Non-Executive Directors: Michael von Bertele as Chair, and Rupert Lowe. Up to 15 February 2019, Nathan Irwin was a member of the Committee. It is the Board’s intention to appoint another Non-Executive to the Committee in due course.

The Committee’s primary purpose is to assist the Board in determining the Group’s remuneration policies and, in so doing, agree the framework for Executive Directors’ remuneration with the Board. A full description of the Committee’s role is set out its Committee Charter.

The Committee met once during the year.

Remuneration PolicyThe objective of the remuneration policy is to attract, motivate and retain high-quality individuals who will contribute fully to the success of the Group. To achieve this objective, the Group provides competitive salaries and benefits to all employees. Executive Directors’ remuneration is aligned with the performance of the Group and preserves an appropriate level of shareholder value.

Remuneration is reviewed each year in light of the Group’s business objectives. It is the Remuneration Committee’s intention that remuneration should reward achievement of objectives and that these are aligned with shareholders’ interests over the medium-term.

Executive Directors’ Remuneration The normal remuneration arrangements for Executive Directors consist of basic salary, annual performance-related bonuses, pension contributions and participation in share options schemes.

Non-Executive Directors Remuneration of Non-Executive Directors is determined by the Board. Non-Executive Directors are not permitted to participate in annual bonuses.

Each of the Non-Executive Directors is provided with a letter on their appointment to the Board which sets out the terms and other administrative matters relevant to their appointment.


46

Governance Report

Directors’ RemunerationThe following table summarises the total gross remuneration of the Directors who served during the year.

Year Ended 28 February 2019:

Director Salary/ FeesAll taxable

benefitsAnnual

bonuses Pension 2019 Total

ExecutiveMike Moran 181,800 1,718 – 19,800 203,318Professor Karol Sikora 100,000 2,287 – – 102,287Paul Tuson 140,400 1,490 – 15,400 157,290

Non-ExecutiveRupert Lowe 75,576 – – – 75,576Dr Michael Von Bertele 42,499 1,550 – – 44,049Professor Sir Chris Evans 28,800 – – 2,700 31,500Nathan Irwin 28,800 – – 2,700 31,500Alain Baron 30,000 – – – 30,000

Year Ended 28 February 2018:

Director Salary/ FeesAll taxable

benefitsAnnual

bonuses Pension 2018 Total

ExecutiveMike Moran 188,750 1,691 30,000 19,800 240,241Professor Karol Sikora 100,000 2,164 20,000 – 122,164Paul Tuson 128,000 1,548 20,831 36,649 187,028

Non-ExecutiveRupert Lowe – – – – –Dr Michael Von Bertele 38,6141 414 – – 39,028Professor Sir Chris Evans 30,000 – – 450 30,450Nathan Irwin 25,000 – – 450 25,450Alain Baron – – – – –

1 Fees paid to Dr Mike von Bertele in the year ended 28 February 2018 include £16,114 paid to Grendandberg Consulting.

Remuneration Committee Report continued


47

Governance Report

Directors’ InterestsDetails of the Directors’ shareholdings are included in the Directors’ Report on page 33.

Directors’ Share OptionsAggregate emoluments disclosed do not include any amounts for the fair value of options to acquire ordinary shares in the Company granted to or held by the Directors. Details of options for Directors who served during the year are as follows:

Number of options at

28 February 2019

Exercise Price

ExecutiveMike Moran 76,923 £1Professor Karol Sikora – –Paul Tuson 76,923 £1

Non-ExecutiveRupert Lowe – –Professor Gordon McVie – –Dr Michael von Bertele – –Professor Sir Chris Evans – –Nathan Irwin – –Alain Baron – –

ApprovalThis report was approved by the Board of Directors on 30 May 2019 and signed on its behalf by:

Mike von BerteleChair of the Remuneration Committee


48

Financial Statements

I am delighted to present my Group financial review for the year ended 28 February 2019.

2019 continued to be a year of significant investment in the Group’s network of Rutherford Cancer Centres. Our first Centre in South Wales is now fully operational including proton beam therapy, and the Rutherford Cancer Centres North East and Thames Valley are both open for conventional treatment. Construction continues of the Rutherford Cancer Centre North West, opening in early 2020.

A summary of key financial results is set out in the table below and discussed in this section.

2019£’000

2018£’000

Revenue 1,465 18Operating expenses (16,926) (9,569)

EBITDA (15,461) (9,551)Depreciation and Amortisation (3,664) (1,003)

Operating loss (19,125) (10,554)Finance income – 77Finance expense (2,393) (1,034)

Loss before tax (21,518) (11,511)Tax Credit 3,253 2,832

Loss for the period (18,265) (8,679)

Fair value loss on investment (4,163) –

Total Comprehensive Loss (22,428) –

CFO’s Group Financial Review

RevenueDuring 2018 our South Wales facility added proton beam therapy capability, and in the later stages of the year, the North East and Thames Valley centres opened for both radiotherapy and chemotherapy. Total revenue for the year ended 28 February 2018 was £1,465,000 (2018: £18,000).

Operating ResultsOperating expenses increased in the year by £7.2m, or 76%, to £16.7m. The main areas of expenditure increases were £3.0m additional employee costs and £0.3m additional travel costs. £0.5m was spent on medical consumables following the commencement of trade.

The Group believes in all our stakeholders sharing in our success and so operates a share option scheme which is open to all employees. The share-based payment charge in the year amounted to £174,000. Further detail in relation to share-based payments is included in Note 20 of the Consolidated Financial Statements.

Depreciation increased by £3.1m to £4.1m as a result of the centres opening and the assets going into use.

The operating loss was £19.6m (2018: £10.6m). There was no finance income in the year due to the Group holding all cash in current accounts. The finance expense increased by £0.8m, relating to the debt facilities discussed below.

In February 2019, four years after incorporation, Proton Partners International Limited listed on NEX Exchange Growth Market with a valuation of £347 million.


49


The Group continues to recognise a potential deferred tax asset. We have sufficient visibility of future business performance and it is considered appropriate to recognise the asset that accumulated to the end of the prior financial year. We expect to be able to fully utilise this asset against future profits in the medium term.

The overall loss after tax was £22.4m (2018: £8.7m).

Financial PositionThe Group balance sheet at 28 February 2019 can be summarised as set out in the table below:

2019£’000

2018£’000

Property, plant and equipment 137,014 98,081Intangible Assets 541Investments – 4,163Deferred tax asset 6,041 2,801Current assets less current

liabilities (671) 2,118Non-current liabilities (24,515) (13,149)

Net assets 118,410 94,014

Capital ExpenditureThe Group continues to invest in growing its network of Rutherford Cancer Centres. A further £42.7m was invested in property, plant and equipment in the financial year, taking the closing net book value at year end to £137.0m. Three centres are now open, and construction is ongoing on the Rutherford Cancer Centre North West.

InvestmentsThe Group continues to hold a 9.7% interest in the Gulf International Cancer Centre in Abu Dhabi (Proton Partners International Healthcare Investments LLC). Following a review of the financials to date, and the progress on developing the Proton Centre it was decided to impair this asset to nil value. The centre retains the exclusive licence to offer Proton Beam Therapy throughout the UAE. Further detail in relation to the investment can be found in Note 7 to the Consolidated Financial Statements.

Treasury ManagementAt the year end, the Group had total equity of £118.4m (2018: £94.0m). In February 2019, four years after its incorporation, Proton Partners International Limited listed on NEX Exchange Growth Market, raising £20m of new money.

The Group currently has two debt facilities, a £22.0m equipment finance facility with Shawbrook Bank Limited, and a £5.0m corporate bond supplied by WPA. As at the year end £27.0m had been drawn down.

At the year end the Group’s cash balance stood at £20.6m. As part of the NEX listing the Group secured a future irrevocable £80m funding commitment from the largest shareholder and therefore management believes that sufficient liquidity is available to complete the centres planned and progress the business into a cash generative state.

In terms of currency exposure some construction contracts are denominated in Euros and US dollars. Although the Group has decided against hedging, due to the volatility this would introduce. Currency purchases are timed and grouped to minimise transaction costs and to achieve the best expected spot rates available at the time of purchase.

Key Performance IndicatorsThe objectives and deliverables of the organisation are monitored via a set of key performance indicators (KPIs) which have been developed by each of the Group’s subsidiaries. The KPIs covering people, quality, financial and stakeholders are reviewed monthly at Senior Management Team and Group level, before being consolidated into a balanced score card for review by the Board.

Paul TusonChief Financial Officer30 May 2019


50


Independent Auditors Report to the Members of Proton Partners International Limited

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTSOpinionIn our opinion:• Proton Partners International Limited’s Group financial statements and company financial statements (the

‘financial statements’) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 28 February 2019 and of the Group’s loss and 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts (the ‘Annual Report’), which comprise: the Consolidated and Company Statements of Financial Position as at 28 February 2019; the Consolidated Statement of Total Comprehensive Income, the Consolidated Statement of Cash Flows, and the Consolidated and Company Statements of Changes in Equity for the year then ended; the accounting policies; and the notes to the financial statements.

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

IndependenceWe remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our audit approachOverview

Audit scope

Materiality

Key audit matters

• Overall Group materiality: £1.7 million (2018: £2.3 million), based on 1% of total assets.

• Overall Company materiality: £260,000 (2018: £346,000), based on 1% of total assets.

• The UK audit team performed an audit of the complete financial information of all the UK statutory entities in the Group, which comprise over 100% of the Group’s total assets and 100% of the Group’s loss before tax.

• Carrying value of property, plant and equipment.

The scope of our auditAs part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the Directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.


51


Key audit mattersKey audit matters are those matters that, in the auditors’ professional judgment, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Carrying value of property, plant and equipmentDue to the nature of capital spend it is often difficult to estimate at what point the asset is brought into use and over what period the asset should be depreciated.

We performed the following procedures:

• We verified the status of capital projects through a meeting with the Chief Financial Officer where the progress and status of each project was discussed.

• We obtained a breakdown from management that supported the capital spend incurred during the year and verified the mathematical formulae used.

• We sampled invoices detailed in management’s breakdown and tested back to invoice and verified that the cost description in the invoice matched the description on the fixed asset register.

• We have assessed the useful lives attributed to each asset class and confirmed that they are consistent with others in this sector.

• We obtained management’s calculation of the depreciation charge and verified the mathematical formulae.

• We performed a substantive analytic over the depreciation charge for the year.

We determined that there were no key audit matters applicable to the Company to communicate in our report.

How we tailored the audit scopeWe tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.

Proton Partners International Limited is listed on the Growth Market of the NEX Exchange and its principal activity is that of developing cancer centres including Proton Beam Therapy together with facilitating the provision of clinical treatment.

The group’s accounting process is structured around a local finance function based in the United Kingdom. There are five active entities in the group: Proton Partners International Limited (which raises the equity & debt to support the principal activity of the group), Rutherford Cancer Care Limited (which provides the clinical treatments), Rutherford Estates Limited (which builds and holds the cancer centres), Rutherford Innovations Limited (which provides technical testing and analysis) and Rutherford Diagnostics Limited (which provides specialist medical practice activities).

For each active entity we determined whether we required an audit of their complete financial information (‘full scope’) or whether specified procedures addressing specific risk characteristics of particular financial statement line items would be sufficient. It was assessed that all entities within the group required full scope audit procedures.


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Independent Auditors Report to the Members of Proton Partners International Limited continued

MaterialityThe scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:Group financial statements Company financial statements

Overall materiality £1.7 million (2018: £2.3 million). £260,000 (2018: £346,000).

How we determined it 1% of total assets. 1% of total assets.

Rationale for benchmark applied

As the Group is still considered to be in its construction phase, total assets is the primary measure used by the shareholders in assessing the performance of the Group, and is a generally accepted auditing benchmark.

We believe that total assets is the most appropriate measure since this entity is a holding company, and is a generally accepted auditing benchmark.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £32,000 and £1,500,000. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £85,000 (Group audit) (2018: £130,000) and £13,000 (Company audit) (2018: £17,300) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concernISAs (UK) require us to report to you when: • the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is

not appropriate; or • the Directors have not disclosed in the financial statements any identified material uncertainties that may

cast significant doubt about the Group’s and Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

We have nothing to report in respect of the above matters.

However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s and Company’s ability to continue as a going concern. For example, the terms on which the United Kingdom may withdraw from the European Union are not clear, and it is difficult to evaluate all of the potential implications on the Group’s trade, customers, suppliers and the wider economy.

Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.


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Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to report certain opinions and matters as described below.

Strategic Report and Directors’ ReportIn our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 28 February 2019 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.

Responsibilities for the financial statements and the auditResponsibilities of the Directors for the financial statementsAs explained more fully in the Statement of directors’ responsibilities in respect of the financial statements, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors responsibilities for the audit of the financial statementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors report.

Use of this reportThis 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.

Other required reportingCompanies Act 2006 exception reportingUnder 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• certain disclosures of Directors’ remuneration specified by law are not made; 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.

Jason Clarke (Senior Statutory Auditor)for and on behalf of PricewaterhouseCoopers LLPChartered Accountants and Statutory AuditorsCardiff30 May 2019


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Consolidated Statement of Total Comprehensive IncomeYear ended 28 February 2019

Note2019

£’0002018

£’000

Revenue 15 1,465 18Cost of sales (2,872) –

Gross (loss)/profit (1,407) 18Administrative expenses (17,718) (10,572)

Operating loss (19,125) (10,554)Finance income 21 – 77Finance expense 22 (2,393) (1,034)

Loss before taxation 16 (21,518) (11,511)Income tax credit 23 3,253 2,832

Loss for the financial year (18,265) (8,679)

Fair value loss on investment 7 (4,163) –

Total comprehensive loss (22,428) (8,679)

All the activities of the Group are from continuing operations.

Basic diluted earnings per share Note2019

Pence2018

Pence

Earnings per share for loss attributable to the ordinary equity holders of the Company 30 (17.4) (7.5)

The notes on pages 60 to 81 are an integral part of these financial statements.


55


Consolidated Statement of Financial PositionAs at 28 February 2019

Note2019

£’0002018

£’000

ASSETSNon-current assetsIntangible assets 6 541 –Property, plant and equipment 5 137,014 98,081Investments 7 – 4,163Deferred tax asset 14 6,041 2,801

Non-current assets 143,596 105,045

Current assetsTrade and other receivables 8 6,915 7,210Current tax receivable – 31Cash and cash equivalents 9 20,589 6,695

Current assets 27,504 13,936

Total assets 171,100 118,981

EQUITY ATTRIBUTABLE TO THE COMPANY’S EQUITY HOLDERSCalled up share capital 10 152 121Share premium account 11 157,928 111,309Fair Value reserve (4,163) –Retained Earnings 11 (35,507) (17,416)

Total equity 118,410 94,014

LIABILITIESNon-current liabilitiesBorrowings 12 24,515 13,149

Current liabilitiesTrade and other payables 13 28,175 11,818

Total liabilities 52,690 24,967

Net equity and liabilities 171,100 118,981


These financial statements were approved by the Board of Directors and authorised for issue on 30 May 2019, and are signed on behalf of the Board by:

Mr M Moran MBEDirector

Company registration number: 09420705


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Company Statement of Financial PositionAs at 28 February 2019

Note2019

£’0002018

£’000

ASSETSNon-current assetsIntangible assets 6 541 –Property, plant and equipment 5 823 741Investments 7 137 4,186Deferred tax asset 14 1,785 2,061

Non-current assets 3,286 6,988

CURRENT ASSETSTrade and other receivables 8 141,586 98,764Current tax receivable 23 – 31Cash and cash equivalents 9 20,589 6,695

Current assets 162,175 105,490

Total assets 165,461 112,478

EQUITY ATTRIBUTABLE TO THE COMPANY’S EQUITY HOLDERSCalled up share capital 10 152 121Share premium account 11 157,928 111,309Fair Value reserve (4,163) –Retained earnings 11 (14,282) (14,843)

Total equity 139,635 96,587

LIABILITIESNon-current liabilitiesBorrowings 12 23,934 12,936

Current liabilitiesTrade and other payables 13 1,892 2,955

Total liabilities 25,826 15,891

Net equity and liabilities 165,461 112,478

The profit for the financial year of the Parent Company was £387,000 (2018: loss of £6,106,000).


These financial statements were approved by the Board of Directors and authorised for issue on 30 May 2019, and are signed on behalf of the Board by:

Mr M Moran MBEDirector

Company registration number: 09420705


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Consolidated Statement of Changes in EquityYear ended 28 February 2019

Called up share capital

£’000

Share premium

account £’000

Profit and loss account

£’000

Fair Valuereserve

£’000Total

£’000

AT 1 MARCH 2017 107 97,548 (8,789) – 88,866

Loss for the year – – (8,679) – (8,679)

TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR – – (8,679) – (8,679)

Proceeds of share issues 14 14,486 – – 14,500Less costs of share issues – (725) – – (725)Share-based payments – – 52 – 52

TOTAL INVESTMENTS BY AND DISTRIBUTIONS TO OWNERS 14 13,761 52 – 13,827

AT 28 FEBRUARY 2018 121 111,309 (17,416) – 94,014

Loss for the year – – (18,265) – (18,265)Fair value loss on investment – – – (4,163) (4,163)

TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR – – (18,265) (4,163) (22,428)

Issue of shares 31 47,554 – – 47,585Less costs of share issues – (935) – – (935)Share-based payments – – 174 – 174


AT 28 FEBRUARY 2019 152 157,928 (35,507) (4,163) 118,410



58


Company Statement of Changes in EquityYear ended 28 February 2019

Called up share capital

£’000

Share premium

account £’000

Profit and loss account

£’000

Fair Valuereserve

£’000Total

£’000

AT 1 MARCH 2017 107 97,548 (8,789) – 88,866

Loss for the year – – (6,106) – (6,106)

TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR – – (6,106) – (6,106)



AT 28 FEBRUARY 2018 121 111,309 (14,843) – 96,587

Profit for the year – – 387 – 387Fair value loss on investment – – – (4,163) (4,163)

TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR – – 387 (4,163) (3,776)



AT 28 FEBRUARY 2019 152 157,928 (14,282) (4,163) 139,635



59


Consolidated Statement of Cash FlowsYear ended 28 February 2019

Note2019

£’0002018

£’000

Cash flows from operating activitiesNet cash generated from operations 24 1,365 (4,946)Income taxes received/(paid) 43 (11)

Net cash generated from/(used in) operating activities 1,408 (4,957)

Cash flows from investing activitiesPurchase of property, plant and equipment (42,322) (45,928)Purchase of intangibles (39) -Disposal of property plant and equipment 304 5,245Interest received – 77

Net cash used in investing activities (42,057) (40,606)

Cash flows from financing activitiesNet proceeds from issue of shares 45,968 13,775Net proceeds from issue of new loans 10,519 4,310Lease payments (92) 66Interest paid (1,852) (1,034)

Net cash generated from financial activities 54,543 17,117

Net increase/(decrease) in cash and cash equivalents 13,894 (28,446)Cash and cash equivalents at the start of the financial year 6,695 35,141

Cash and cash equivalents at the end of the financial year 9 20,589 6,695



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Notes to the Financial StatementsYear ended 28 February 2019

1. General informationProton Partners International Limited (hereinafter the ‘Company’, and together with its subsidiaries, the ‘Group’) is a private limited company incorporated and domiciled in the United Kingdom. The registered office of the Company is 15 Bridge Street, Hereford, HR4 9DF. The registered company number is 09420705. A list of the Company’s subsidiaries is presented in Note 7.

The Group’s principal activity is that of developing cancer centres including Proton Beam Therapy, together with facilitating the provision of clinical treatment.

2. Accounting policiesSummary of significant accounting policiesThe principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of preparationThe Group’s financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS), IFRIC Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, except in the cases specifically mentioned in these notes. The financial statements are also prepared on a going concern basis.

The Company’s individual financial statements have been prepared on a going concern basis under the historical cost convention and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and the Companies Act 2006.

Both the Group and Company financial statements are prepared in Pounds Sterling, rounded to the nearest thousand, unless otherwise indicated.

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgment or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed in Note 4.

The IFRS primary financial statements are presented in accordance with IAS 1 – ‘Presentation of Financial Statements’.

2.2 New accounting standards and interpretations(a) New standards, amendments and interpretations

No new standards, amendments or interpretations, effective for the first time for the financial year beginning on or after 1 March 2018 have had a material impact on the Group or Company.

New standards, amendments and interpretations not yet adoptedA number of new standards and amendments to standards and interpretations are effective for periods beginning after 1 March 2019 and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Group.


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2. Accounting policies continued2.3 Disclosure exemptions – Parent Company individual financial statementsIn preparing its individual financial statements under FRS 101, the Company has taken advantage of the following disclosure exemptions permitted by FRS 101:

• IFRS 7, ‘Financial Instruments: Disclosures’;• Paragraphs 91 to 99 of IFRS 13 ‘Fair value measurement’ (disclosure of valuation techniques and inputs used

for fair value measurement of assets and liabilities);• The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c),

120 to 127 and 129 of IFRS 15;• The requirements of paragraphs 52 and 58, the second sentence of paragraph 89, and paragraphs

90, 91 and 93 of IFRS 16 Leases;• The following paragraphs of IAS 1, ‘Presentation of financial statements’: 16 (statement of compliance with

all IFRS);• 38A (requirement for minimum of two primary statements, including cash flow statements);• 38B-D (additional comparative information); • 134-136 (capital management disclosures);

• IAS 7, ‘Statement of cash flows’; and• Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changed in accounting estimates and errors’; Paragraph

17 of IAS 24, ‘Related party disclosures’ (key management compensation); and• The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into

between two or more members of a group.

2.4 Basis of consolidationThe consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (and its subsidiaries) made up to 28 February each period.

Control is achieved where the Company has power over the investee: exposure, or rights, to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the investor’s returns.

Where necessary, adjustments are made to the reported results and financial position of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

Intercompany transactions and balances between Group enterprises are eliminated on consolidation.

2.5 Revenue recognitionThe Group generates its revenue from fees receivable from the operation of its cancer treatment centres.

Revenue is recognised when the treatment is provided.

2.6 Foreign currency translationFunctional Currency and presentationThe functional and presentation currency is Pounds Sterling (‘£’ or ‘GBP’).

Transactions and balancesForeign currency transactions are translated into the functional currency (sterling) using the exchange rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of last year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.


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2. Accounting policies continued2.7 Property, plant and equipmentProperty, plant and equipment is stated at historic cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. This includes the direct cost of labour and attributable overheads for assets which have been internally constructed.

Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

The costs of repairs and maintenance are charged to profit or loss in the period in which they are incurred.

Depreciation on other assets is calculated using the straight-line method to allocate their cost over their estimated useful lives, as follows:

Class RatesFreehold land Not depreciatedFreehold buildings 25 yearsIT equipment 3 yearsFixtures & fittings 3 yearsMotor vehicles 3 yearsMachinery 10 years – 25 yearsRight of Use Assets Shorter of useful life and lease term on straight-line basisAssets under construction Not depreciated

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater that its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within administrative expenses in profit or loss.

2.8 Investments in subsidiary undertakingsInvestments in subsidiaries are measured at cost less accumulated impairment.

2.9 Financial assets2.9.1 ClassificationThe Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income (‘OCI’), or through profit or loss), and

• those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through OCI.

Notes to the Financial Statements continuedYear ended 28 February 2019


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2. Accounting policies continued2.9 Financial assets continued2.9.2 MeasurementAt initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

(a) Debt instrumentsSubsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.

• Fair value through other comprehensive income (‘FVOCI’): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains and losses and impairment expenses in other expenses.

• Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in the statement of profit or loss within other gains/(losses) in the period in which it arises.

(b) Equity instrumentsThe Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gain/(losses) in the statement of total comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.


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2. Accounting policies continued2.9 Financial assets continued2.9.3 ImpairmentThe Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

2.10 Cash and cash equivalentsCash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments, with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

2.11 Share capitalOrdinary shares are classified as equity.

2.12 DividendsDividends distributed to the Group’s shareholders are recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Group’s shareholders or paid following the approval of the Directors.

2.13 Trade and other payablesTrade and other payables are non-derivative financial liabilities with fixed or determinable payments and relate to obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are included in current liabilities, except for maturities greater than twelve months after the balance sheet date. These are classified as non-current liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.

2.14 BorrowingsBorrowings are initially recorded at fair value, including the costs incurred in raising the debt. In subsequent periods they are valued at amortised cost and the difference between the funds obtained (net of the costs involved in raising the funds) and the repayment value, as the case may be, and if it is significant, are recorded in profit or loss over the life of the debt using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre payment for liquidity services and amortised over the period of the facility to which it relates.

2.15 LeasesThe Group and Company lease various office premises and land. Rental contracts are typically made for fixed periods of three to five years for office premises and 98 years for land. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and corresponding liability at the date on which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.



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2. Accounting policies continued2.15 Leases continuedAssets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable; • variable lease payments that are based on an index or rate; • amounts expected to be payable by the lessee under residual guarantees; • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the Group’s incremental borrowing rate.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of the lease liability; • any lease payments made at or before the commencement date; • any initial direct costs; and• restoration costs

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of twelve months or less. Low-value assets comprise IT equipment.

2.16 Current and deferred income taxThe tax expense for the period comprises current and deferred tax. Tax is recognised in the Statement of Total Comprehensive Income, except to the extent that it relates to items recognised in OCI or directly in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation, it establishes provisions, when appropriate, as the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

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 taxes assets and liabilities relate to income taxes levied by the same taxation authority.

2.17 Employee benefitsa) Post-employment obligations:The Group operates a defined contribution plan. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.


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2. Accounting policies continued2.17 Employee benefits continuedb) Share-based compensation benefitsShare-based compensation benefits are provided to employees via Proton Partners International Limited’s Company Share Option Plan.

The fair value of options granted under the Company Share Option Plan is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

• including any market performance conditions (e.g. the entity’s share price); • excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales

growth targets and remaining an employee of the entity over a specified time period); and • including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings

shares for a specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

3. Financial risk factors3.1 Financial risk factorsThe Group’s operations may expose it to a variety of financial risks that include the market risk, credit risk, operational risk and liquidity risk. The Group, through its Board of Directors, seeks to limit the adverse effects on the financial performance of the Group as follows:

(a) Market riskMarket risk for the Group encompasses all those market risk factors that impact the value of the Group’s assets and liabilities and the expected value in base currency of the Group’s revenues and costs. The main risk factors are currency risk, inflation risk and interest rate risk. The Group’s policies for managing these are as follows:

i) Currency riskThe Group is exposed to translational and transactional foreign exchange risk as it operates in various currencies, including US Dollars and the Euro, which affect the management and levels of working capital.

Any contract in which the settlement amount is in excess of £100,000 and is expressed in a currency other than Sterling, or in which a domestic currency payment amount is calculated using an exchange rate which has not been fixed and agreed in advance must be approved in advance by the Chief Financial Officer.

Currency hedging strategy for specific large projects or acquisitions in excess of £5 million is agreed in advance by the Board.

As at 28 February 2019, the Group held outstanding liabilities of $61,734 and €5,751,168 (2018: $nil and €1,655,927).

(ii) Inflation riskThe Group has exposure to the inflationary effect in countries in which it operates. This exposure could affect the Group’s cost and/or investment base. The Group’s cost base is mainly exposed to the inflation rates and changes in payroll taxes in the UK.

No specific hedging of inflation risk has been carried out although any forecast movement in inflation forecasts is modelled within the Group’s financial forecasts for adverse effects and to ensure adequate working capital is available for operations.



67


3. Financial risk factors continued3.1 Financial risk factors continued(a) Market risk continued(iii) Interest rate riskInterest rate risk arises primarily on the Group’s borrowings or on its investment of the cash balances. In particular, interest on the majority of the Group’s borrowings is affected by LIBOR.

The Group finances its operations through retained cash reserves and, potentially, overdraft facilities. The policy of the Group is to monitor exposure to interest rate risk and take into account potential movements in interest rates as well as liquidity considerations when selecting methods of financing.

b) Credit riskCredit risk is the risk that a third party might fail to fulfil its performance obligations under the terms of a financial instrument. For cash and cash equivalents and trade and other receivables, credit risk represents the carrying amount on the balance sheet.

The Group’s business will be predominantly with companies with a low inherent bad debt risk. The Group is therefore unlikely to take out credit insurance in the foreseeable future.

The Group will only invest surplus funds in UK bank/building society deposits, denominated in Pounds Sterling. Furthermore, funds will only be invested with Prudential Regulatory Authority regulated UK financial institutions. In addition, only banks or building societies obtaining a satisfactory rating – at least a B+ grade (high quality/upper medium grade/strong) – with Standard and Poors, Fitch and Moody’s will be selected.

c) Operational riskThe Group has numerous operational risks, ranging from control over bank accounts to its processes for delivering and supporting patient care centres to a required level of quality, safety and on a timely basis and retention and recruitment of key personnel. A key risk, as for any Group, is the reputational risk that might arise from poor execution, non-delivery or late delivery of a high profile project or breach of confidentiality for sensitive data.

The Group’s Directors regularly review controls over certain aspects of the operations of the Group. In addition, the Directors maintain an operational risk register. The Board attaches importance to maintaining appropriate internal controls to help identify financial risk and treasury management implications.

d) Liquidity riskLiquidity risk is the risk of loss from not having access to sufficient funds to meet both expected and unexpected cash demands.

The Group seeks to manage financial risk by ensuring that sufficient liquidity is available to meet foreseeable needs and by investing cash assets safely as well as profitably. The Group’s working capital report shows forecast monthly movements in working capital and cash for the following year. It is planned to secure a short-term overdraft facility to be used, for example, to bridge any time gap between day-to-day cash requirements and the release of cash from deposit accounts with notice.

The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:


68


3. Financial risk factors continued3.1 Financial risk factors continuedd) Liquidity risk continued

At 28 February 2019

Less than1 year£’000

Between1 and 2 years

£’000


£’000

Over5 years

£’000

Trade payables and other payables 28,175 – – –Borrowings 5,457 10,457 9,241 –Lease liabilities 119 54 249 357

33,751 10,511 9,490 357

At 28 February 2018

Less than1 year£’000


£’000


£’000

Over5 years

£’000

Trade payables and other payables 11,818 – – –Borrowings – – 12,637 2,000Lease liabilities 108 108 125 74

11,926 108 12,762 2,074

3.2 Capital managementThe objective of the Group in terms of capital management is to safeguard its capacity to continue as a going concern in order to ensure value for its shareholders and profit for other holders of its net equity instruments and to maintain an optimum capital structure and reduce its cost.

Management regards the capital of the Group to comprise the issued share capital and retained earnings. Management will use dividends as the main tool of managing and returning surplus capital to shareholders and to make such returns as and when surplus capital is identified.

4. Critical accounting estimates and judgmentsEstimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

4.1 Critical judgments in applying the entity’s accounting policies(a) Investment in Proton Partners International Healthcare Investments LLCManagement has assessed the level of influence that the Group has on Proton Partners International Healthcare Investments LLC and determined that it does not have significant influence or control over its operations. Consequently this investment is recognised as a trade investment.

4.2 Critical accounting estimates and assumptionsThe Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

a) Fair value of the investment in Proton Partners International Healthcare Investments LLCThe fair value of investments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. The Group has used discounted cash flow analysis for its investment in Proton Partners International Healthcare Investments LLC, the detail of which is disclosed in Note 7.



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4. Critical accounting estimates and judgments continued4.2 Critical accounting estimates and assumptions continuedb) Deferred taxation assetsAs disclosed in Note 14, the Group has recognised deferred taxation assets of £6,041,000 (2018: £2,801,000), and unrecognised deferred taxation assets of £205,739 (2018: £Nil) arising predominantly from unutilised trading losses.

The judgment of the Directors is that it is now appropriate to recognise the deferred tax asset as it is likely that the Group will be able to utilise the losses in the permissible timeframe.

c) Carrying value of property, plant and equipmentAs the Group remains in a construction phase the annual depreciation charge for property, plant and equipment is sensitive to the date that the asset is brought into use and over what period the asset should be depreciated. Assets under construction are reviewed on a regular basis and reclassified to the relevant class of asset when they are brought into use; at which point depreciation commences. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 2.7 for the economic useful lives for each class of assets.

5. Property, plant and equipment

Group

Freehold property

£’000

Plant & machinery

£’000

IT equipment

£’000

Fixtures & fittings

£’000

Motor vehicles

£’000

Right of use assets £’000

Assets under

construction£’000

Total£’000

Cost At 1 March 2016 3,315 – 696 26 11 46 21,269 25,363Additions – – 262 136 – 309 32,754 33,461Disposals – – – – – – (22) (22)

At 29 February 2017 3,315 – 958 162 11 355 54,001 58,802Additions 947 3,718 380 215 135 40,533 45,928Disposals – – – – – – (5,245) (5,245)

At 28 February 2018 4,262 3,718 1,338 377 11 490 89,289 99,485

Accumulated depreciationAt 1 March 2016 – – 77 3 1 1 – 82Charge for the period – – 279 22 4 14 – 319

At 29 February 2017 – – 356 25 5 15 – 401Charge for the year 383 99 361 80 4 74 – 1,001

At 28 February 2018 383 99 717 105 9 89 – 1,402

Net book valueAt 28 February 2018 3,879 3,619 621 272 2 401 89,289 98,083

At 28 February 2017 – 602 137 6 340 57,316 58,401

At 1 March 2016 – 619 23 10 45 24,584 25,281


70


Group

Freehold property

£’000

Plant & machinery

£’000

IT equipment

£’000

Fixtures & fittings

£’000

Motor vehicles

£’000


Assetsunder

construction£’000

Total £’000

Cost At 1 March 2018 4,262 3,718 1,338 377 11 490 89,289 99,485Additions – – 577 380 – 399 41,363 42,719Reclass – 66,872 – – – – (66,872) –Disposals – (48) – (6) – – (250) (304)

At 28 February 2019 4,262 70,542 1,915 751 11 889 63,530 141,900

Accumulated depreciationAt 1 March 2018 383 99 717 105 9 89 – 1,402Reclass (307) 307 – – – – – –Charge for the year 131 2,622 433 163 2 133 – 3,484

At 28 February 2019 207 3,028 1,150 268 11 222 – 4,886

Net book valueAt 28 February 2019 4,055 67,514 765 483 – 667 63,530 137,014

At 28 February 2018 3879 3619 621 272 2 401 89,289 98,083

Company

IT equipment

£’000

Fixtures & fittings

£’000


Total £’000

CostAt 28 February 2018 1,187 21 278 1,486Additions 477 – 14 491

At 28 February 2019 1,664 21 292 1,977

Accumulated depreciationAt 28 February 2018 672 14 59 745Charge for the year 360 5 44 409

At 28 February 2019 1,032 19 103 1,154

Net book valueAt 28 February 2019 632 2 189 823

At 28 February 2018 515 7 219 741



71


6. Intangible assets

Group and Company

Intellectual Property

£’000

CostAt 1 March 2018 –Additions 721

At 28 February 2019 721

AmortisationAt 1 March 2018 –Charge for the year 180

At 28 February 2019 180

Carrying amountAt 28 February 2019 541

At 28 February 2018 –

Acquisition represents Intellectual Property as part of insourcing the IT functions. The asset will be amortised over three years.

7. Investments

Group

Trade investments

£’000

Fair valueAt 1 March 2016 –Additions 4,163

At 28 February 2017 4,163Additions –

At 28 February 2018 4,163

Group

Other investments other than loans

£’000

Fair valueAt 28 February 2018 4,163

ImpairmentImpairment (4,163)

At 28 February 2019 –

Carrying amountAt 28 February 2019 –

At 28 February 2018 4,163


72


7. Investments continued

Company

Shares in Group

undertakings£’000

Other investments

other than loans

£’000Total

£’000

Cost/Fair valueAt 28 February 2018 23 4,163 4,186

Additions 114 – 114Impairment – (4,163) (4,163)

At 28 February 2019 137 – 137

Carrying amountAt 28 February 2019 137 – 137

At 28 February 2018 23 4,163 4,186

Subsidiaries, associates and other investmentsDetails of the investments in which the group and the parent company have an interest of 20% or more are as follows:

Name of subsidiary Class of sharePercentage of

shares held Principal Activity

Rutherford Cancer Care Limited Ordinary 100 Medical practice activitiesRutherford Diagnostics Limited Ordinary 100 Medical practice activitiesRutherford Estates Limited Ordinary 100 Development of propertyRutherford Innovations Limited Ordinary 100 Development activityRutherford Infrastructures Limited Ordinary 100 Development of property

All subsidiaries are directly held by the Company. The registered office of Rutherford Diagnostics Limited is Accelerator, 1 Daulby Street, Liverpool, L7 8XZ. All other subsidiaries registered offices are 15 Bridge Street, Hereford, HR4 9DF.

Trade investmentsTrade investments are classified as financial assets at FVOCI.

Trade investments comprise of £Nil (2018 – £4,163,000) relating to Proton Partners International Healthcare Investments LLC.

Management has decided to impair in full due to the current performance of the trade investment, and the delays in construction of the proton beam therapy facility located there.

For the year ended 28 February 2017, trade investments were classified as assets held for sale. On the adoption of IFRS 9, the Group has made the irrevocable election to classify these as held at FVOCI.

Upon disposal of these equity investments, any balance within the OCI reserve is reclassified to retained earnings and is not reclassified to profit or loss.

There is no quoted market price in an active market and so the fair value has been measured using an alternative valuation technique being the discounted cash flows expected to arise from the investment.



73


8. Trade and other receivables

Group Company

2019£’000

2018£’000

2019£’000

2018£’000

Trade debtors 175 – – –Amounts due from subsidiary companies – – 137,473 93,983Prepayments and accrued income 1,997 644 397 274Other debtors 3,649 3,181 3,645 3,162VAT Recoverable 1,094 3,385 71 1,345

Total trade and other receivables 6,915 7,210 141,586 98,764

The debtor balances are shown at their amortised cost and there are no significant differences with respect to their fair value. There were no provisions for impairment made during the year.

The carrying amounts of the receivables are all denominated in Pounds Sterling.

9. Cash and cash equivalents

Group Company

2019£’000

2018£’000

2019£’000

2018£’000

Cash at bank and in hand 20,589 4,693 20,589 4,693Restricted cash balances – 2,002 – 2,002

Net cash and cash equivalents 20,589 6,695 20,589 6,695

All balances were held at a financial institution with a suitable credit rating.

10. Called up share capitalIssued, called up and fully paid

Number of Shares £’000

Ordinary

sharesGrowth shares

Deferred shares

Ordinary shares

Growth shares

Deferred shares Total

At 1 March 2017 107,195,652 – – 107 – – 107Issued in Year 35,652,174 5,188,833 – 36 4 – 40Redesignated (22,173,913) – 22,173,913 (22) – 22 –Repurchased – – (22,173,913) – – (22) (22)

At 1 March 2018 120,673,956 5,188,833 – 121 4 – 125Issued in Year 26,293,132 740,558 – 26 1 – 27Repurchased – (194,582) – – – – –Redesignated 5,734,809 (5,734,809) – 5 (5) – –

At 28 February 2019 152,701,897 – – 152 – – 152

On 26 March 2018, the Company allotted 4,782,609 £0.001 ordinary shares for £1.15 each. On 30 April 2018, the Company allotted 869,565 £0.001 ordinary shares for £1.15 each. On 17 September 2018, the Company allotted 740,558 growth shares. These were allotted at a price of 0.458 per share. On 3 October 2018, the Company allotted 2,750,000 £0.001 ordinary shares for £2.00 each. On 26 October 2018, the Company allotted 2,500,000 £0.001 ordinary shares for £2.00 each. On 30 November 2018, the Company allotted 500,000 £0.001 ordinary shares for £2.00 each. On 3 December 2018, the Company allotted 300,000 £0.001 ordinary shares for £2.00 each. On 6 December the Company allotted 1,250,000 £0.001 ordinary shares for £2.00 each. On 4 January 2019, the Company allotted 2,500,000 £0.001 ordinary shares for £2.00 each. On 14 February 2019, the Company allotted 341,000 £0.001 ordinary shares for £2.00 each.


74


10. Called up share capital continuedOn 14 February 2019 the Company repurchased 194,582 Growth shares, On 28 February 2019 5,734,809 Growth shares converted to ordinary shares,

On 28 February 2019 the Company allotted 10,000,000 £0.001 ordinary shares for £2.00 each.

In all instances of issues of Ordinary shares, consideration was satisfied by cash.

On 28 February 2019 the Company allotted 500,000 £0.001 ordinary shares as a fee to Woodford Equity Income Fund.

Ordinary shares of the Company hold full entitlement to vote, receive dividends and distribution of capital.

11. ReservesShare premium accountThe share premium account represents amounts raised on the initial allotment of share capital in excess of the nominal value of the shares issued.

Retained earningsRetained earnings represent the accumulated profits and losses of the Group and Company less any distributions made.

12. BorrowingsGroup Company

2019

£’0002018

£’0002019

£’0002018

£’000

Non-current Loans 23,737 12,734 23,737 12,704Lease liabilities 778 415 197 232

24,515 13,149 23,934 12,936

LoansNon current loans consist of nine loan agreements attracting fixed interest ranging from 5% to 7.9% with a maturity profile as follows:

Group Company

2019

£’0002018

£’0002019

£’0002018

£’000

Repayable in:Less than one year 5,457 – 5,457 –One to two years 10,457 – 10,457 –Two to five years 9,241 12,637 9,241 12,637More than five years – 2,000 – 2,000

Total repayable 25,155 14,637 25,155 14,637Less: unamortised debt issue costs (1,418) (1,903) (1,418) (1,933)

Carrying value 23,737 12,734 23,737 12,704

The carrying value of loans approximates to their fair value.

The loans are secured by means of debenture, fixed and floating charges over all property and assets of the Company and Group.

LeasesThe Group and Company lease various office premises and land. Rental contracts are typically made for fixed periods of three to ten years for office premises and ten to 98 years for land. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.



75


12. Borrowings continuedLease liabilities are repayable as follows:

Group Company

2019

£’0002018

£’0002019

£’0002018

£’000

Repayable in:Less than one year 119 108 65 62One to two years 54 108 38 62Two to five years 248 125 94 94More than five years 357 74 – 14

Total repayable 778 415 197 232

Carrying value 778 415 197 232

Included within property, plant and equipment are right-of-use assets with a net book value as follows:

Group Company

2019£’000

2018£’000

2019£’000

2018£’000

Freehold property 667 401 189 219

Additions to right-of-use assets were £399,000 (2018: £135,000).

The depreciation charges recognised in profit and loss on right-of-use assets are as follows:

Group Company

2019£’000

2018£’000

2019£’000

2018£’000

Freehold property 133 74 44 45

Details of finance charges expensed in profit and loss in respect of lease liabilities are disclosed in Note 22.

Details of expenses relating to short-term leases, leases of low-value assets and variable lease payments are given in Note 16.

Details of total cash outflow for leases in the Group are given in the consolidated cash flow statement. The total cash outflow for the Group was £96,000 (2018: £20,000).

13. Trade and Other PayablesGroup Company

2019 £’000

2018 £’000

2019 £’000

2018 £’000

Trade payables 25,992 11,007 1,211 2,471Accrued expenses 2,163 791 661 464Other creditors 20 20 20 20

28,175 11,818 1,892 2,955

All trade and other payables are classified as other financial liabilities held at amortised cost.


76


14. Deferred taxThe movement in deferred income tax assets during the year is as follows:

Group

Accelerated capital

allowances £’000

Short term temporary differences

£’000

Pension and post

retirement benefits

£’000

Tax losses carried

forward and other

deductions £’000

Total £’000

At 1 March 2017 – – – – –Credit to profit or loss 103 3 2 2,693 2,801

At 28 February 2018 103 3 2 2,693 2,801Credit to profit or loss 408 45 – 2,787 3,240

At 28 February 2019 511 48 2 5,480 6,041

The Group has unrecognised deferred tax assets of £205,739.

Company

Accelerated capital

allowances£’000

Pension and post

retirement benefits

£’000

Tax losses carried

forward and other

deductions£’000

Total£’000

At 1 March 2017 – – – –Credit to profit or loss 117 2 1,942 2,061

At 28 February 2018 117 2 1,942 2,061Credit to profit or loss 29 2 – 31Charge to profit or loss – – (307) (307)

At 28 February 2019 146 4 1,635 1,785

Deferred tax assetsGroup Company

2019£’000

2018£’000

2019£’000

2018£’000

To be recovered after more than 12 months 6,041 2,801 1,785 2,061

Deferred tax is calculated on the temporary differences under the liability method using a tax rate of 17% (2018: 17%).

15. Revenue from cancer treatmentThe Group has recognised the following amounts relating to revenue in the Consolidated Statement of Total Comprehensive Income:

2019£’000

2018£’000

Revenue from cancer treatment 1,465 18

All revenues arose in the United Kingdom and from the principal activity of the Group.



77


16. Loss before taxationLoss before taxation is stated after charging/(crediting):

2019£’000

2018£’000

Depreciation charges:– Owned assets 3,351 929– Right-of-use assets 133 74Operating lease charges:– Expense relating to low-value assets not on short-term leases 3 33Foreign exchange gains (155) (119)Other receivables written off directly to profit and loss – 402Employee benefit costs (see Note 18) 7,798 4,600

17. Auditor’s remunerationDuring the period the following services were obtained from the Company’s auditor:

2019 £’000

2018 £’000

Fees payable for the audit of the financial statements of the Company 23 19Fees payable for the audit of the financial statements of the subsidiaries 5 5Other services 4 6

32 30

18. Employee benefit expenseGroup Company

2019 £’000

2018 £’000

2019 £’000

2018 £’000

Wages and salaries 6,674 4,559 2,612 2,271 Social security costs 734 443 281 263 Pension costs – defined contribution 651 388 262 235 Share-based payment 174 52 174 52

8,233 5,442 3,329 2,821 Less: capitalised labour costs (435) (842) – –

Employee benefit expense 7,798 4,600 3,329 2,821

The average monthly number of persons (including Executive Directors) employed during the year was:

Group Company

2019 No.

2018 No.

2019 No.

2018 No.

Managerial 31 29 12 17Clerical 93 39 22 19

124 68 34 36

The number of employees in the Group at 28 February 2019 was 167 (2018: 80).


78


19. Directors’ remunerationThe Directors’ aggregate remuneration in respect of qualifying services was:

2019 £’000

2018 £’000

Remuneration 628 676Company contributions to defined contribution pension plans 38 51

666 727

Retirement benefits accrued to 4 (2018: 4) directors.

The aggregate emoluments for the highest paid Director was £183,518 (2018: £220,441) and the pension contributions for that Director were £19,800 (2018: £19,800).

20. Share-based payment benefitsSet out below is a summary of options granted under the plan:

2019 2018

Averageexercise price

of options£

Number ofoptions

Averageexercise price

of options£

Number ofoptions

As at 1 March 1.01 2,229,351Granted 1.57 1,123,687 1.01 2,229,351As at 28 February 1.20 3,353,038 1.01 2,229,351

1,496,007 of the options vested on 28 February 2019 (2018: Nil). None were exercised during the year ended 28 February 2019 (2018: Nil).

No options expired during the year ended 28 February 2019 (2018: Nil). 163,961 options lapsed during the year due to leavers (2018: 16,551).

Share options at the end of the year have the following expiry date and exercise prices:

Grant Date Expiry date

Exercise price

£2019

Number2018

Number

6 March 2017 6 March 2027 1.00 1,859,297 2,023,2581 September 2017 1 September 2027 1.15 189,543 189,54324 April 2018 24 April 2028 1.50 515,819 –21 May 2018 21 May 2028 1.50 404,380 –1 June 2018 1 June 2028 1.50 38,858 –24 September 2018 24 September 2028 2.00 164,630 –

The weighted average remaining contractual life of options at 28 February 2019 was 9 years (2018: 9 years).

The assessed fair value at grant date of options granted during the year ended 28 February 2019 was 7.37 pence per option (2018: 10.32 pence). The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option and the correlations and volatilities of the peer group companies.



79


20. Share-based payment benefits continuedThe key model inputs for options granted during the year ended 28 February 2019 included:

Date of grant

24 April 2018

21 May 2018

1 June 2018

24 September 2018

Expected vesting period (years) 3 3 3 3Share value at date of grant (£) 0.9 0.9 0.9 1.2Volatility (%) 33.3 33.3 33.3 33.3Risk-free interest rate (%) 0.5 0.5 0.5 0.75

21. Finance income2019

£’0002018

£’000

Short-term bank deposits – 77

22. Finance expenses2019

£’0002018

£’000

Loans 2,294 1,001Lease liabilities 99 33

Total finance expense 2,393 1,034

23. Income tax credit2019

£’0002018

£’000

Current tax:Adjustment in respect of prior years (13) (31)

Total current tax (13) (31)

Deferred tax:Origination and reversal of temporary differences (3,240) (2,801)

Total deferred tax (3,240) (2,801)

Total tax (credit)/charge (3,253) (2,832)

The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the tax rate applicable to losses of the Group as follows:

2019£’000

2018£’000

Loss before tax (21,518) (11,511)

Notional credit at UK corporation tax rate of 19.08% (2018: 19.08%) (4,105) (2,196)Tax effects of:– Expenses not deductible for tax purposes 99 216– Adjustments due to changes in tax rates 405 114– Other differences 156 2– R&D expenditure (12) (12)– Adjustment in respect of prior years 62 (31)– Deferred tax asset not recognised 142 (925)

Tax credit for the period (3,253) (2,832)


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23. Income tax credit/(charge) continuedFactors that may affect future tax chargesDeferred tax has been calculated using a tax rate of 17% (2018: 17%).

24. Cash generated from operations 2019

£’0002018

£’000

Loss before income tax (21,518) (11,511)Adjustments for:– Depreciation and amortisation 3,664 1,003– Finance income – (77)– Finance costs 2,393 1,034– Non-cash employee benefits expense – share-based payments 174 52Changes in working capital– Trade and other receivables 295 (4,523)– Trade and other payables 16,357 9,076

Cash generated from operations 1,365 (4,946)

25. Reconciliation of liabilities arising from financing activitiesNon-cash changes

At 1 March

2018 £’000

Cash flows PPE

At 28 February

2019£’000

Non-current Loans 12,734 11,003 – 23,737Lease liabilities 415 96 267 778

Total liabilities arising from financing activities 13,149 11,099 267 24,515

26. Financial instruments by categoryGroup

At 28 February 2019

At amortised cost

£’000FVOCI£’000

Total£’000

Assets as per balance sheetTrade and other receivables excluding prepayments 4,918 – 4,918Cash and cash equivalents 20,589 – 20,589

25,507 – 25,507

At amortisedcost

£’000

Liabilities as per balance sheetBorrowings 23,737Lease liabilities 778Trade and other payables excluding non-financial liabilities 28,175

52,690



81


26. Financial instruments by category continued

At 28 February 2018

At amortised cost

£’000FVOCI£’000

Total£’000

Assets as per balance sheetInvestments – 4,163 4,163Trade and other receivables excluding prepayments 6,566 – 6,566Cash and cash equivalents 6,695 – 6,695

13,261 4,163 17,424

At amortisedcost

£’000

Liabilities as per balance sheetBorrowings 12,734Lease liabilities 415Trade and other payables excluding non-financial liabilities 11,818

24,967

27. Capital commitmentsThe Company had £106,420,240 (2018:£45,956,308) of capital expenditure contracted but not incurred at the year end.

28. Related party transactionsGroupKey management compensationThe compensation paid or payable to key management for employee services is the same as Directors emoluments as disclosed in Note 19.

Transactions with other related partiesTwo of the Group’s employees are non-dependent children of the Chief Executive Officer. The employee benefit expense disclosed in Note 19 includes £47,000 (2018: £44,000) paid to the related employees.

29. Ultimate controlling partyThere is no ultimate controlling party

30. Earnings per share

2019 2018

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 128,758,285 115,314,115

Total comprehensive loss for the period £22,428,000 £8,679,000Basic and diluted earnings per share (pence) (17.4) (7.5)

31. Post balance sheet eventsOn 17 May 2019 £5m was repaid to Western Provident Association Limited in settlement of an outstanding debt facility.


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Notes

Contact Proton Partners International

[email protected]

Main telephone+44 (0) 1633 810 661

The Rutherford Cancer Centre, South WalesCeltic Springs ParkNewportGwentSouth WalesNP10 8FZ

[email protected]

Main telephone+44 (0) 1633 740 005

Proton Partners International Ltd Celtic Springs,Spooner Close,NewportNP10 8FZ

www.proton-int.com

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