20-F/A

FORM

20-F/A

Amendment No. 1

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-39633

Abcam plc

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

United Kingdom

(Jurisdiction of incorporation or organization)

Discovery Drive

Cambridge Biomedical Campus

Cambridge, CB2 0AX

United Kingdom

(Address of principal executive offices)

Alan Hirzel

Chief Executive Officer

Telephone: +44 (0) 1223 696000

Discovery Drive

Cambridge Biomedical Campus

Cambridge, CB2 0AX

United Kingdom

(Name, Telephone,

E-mail

and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.002 per share*	ABCM	The Nasdaq Global Select Market

*	The ordinary shares are represented by American Depositary Shares, which are exempt from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report:

228,883,639

ordinary shares, nominal value of £0.002 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


☒ Large accelerated filer		☐ Accelerated filer		☐ Non-accelerated filer		☐ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


☐ U.S. GAAP		☒ International Financial Reporting Standards as issued by the International Accounting Standards Board		☐ Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒


Auditor Firm Id: 876		Auditor Name: PricewaterhouseCoopers LLP		Auditor Location: Cambridge, United Kingdom

Explanatory Note

This Amendment No. 1 to the Annual Report on Form

20-F

of Abcam plc (the “Company”) amends the Company’s Annual Report on Form

20-F

for the year ended December 31, 2021 (the “Original

20-F”),

which was filed with the Securities and Exchange Commission on March 14, 2022. The Company is filing this Amendment No. 1 solely to file Exhibit 101, which was not included in the Original

20-F,

in accordance with Rule 405 of Regulation

S-T.

Exhibit 101 contains interactive data files in Inline eXtensible Business Reporting Language (XBRL).

Except as described above, this Amendment No. 1 does not, and does not purport to, amend, modify, update or restate any information set forth in the Original

20-F,

and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to March 14, 2022.

PART III

Item 19. Exhibits


Exhibit No.		Description

101.INS*		Inline XBRL Instance Document — The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.PRE*		Inline XBRL Taxonomy Presentation Linkbase Document

101.CAL*		Inline XBRL Taxonomy Calculation Linkbase Document

101.LAB*		Inline XBRL Taxonomy Label Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form

20-F

and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Annual Report on Form

20-F

on its behalf.


ABCAM PLC

Date: April 8, 2022

By:		/s/ Alan Hirzel
Name:		Alan Hirzel
Title:		Chief Executive Officer

We have audited the accompanying consolidated balance sheet of Abcam plc and its subsidiaries (the “Group”) as of December 31, 2021, December 31, 2020 and June 30, 2020, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year ended December 31, 2021, six-months ended December 31, 2020 and years ended June 30, 2020 and June 30, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Group’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2021, December 31, 2020 and June 30, 2020, and the results of its operations and its cash flows for the year ended December 31, 2021, six months ended December 31, 2020 and years ended June 30, 2020 and June 30, 2019 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Group did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date. The material weaknesses related to (i) lack of controls over information technology systems that are relevant to the preparation of the consolidated financial statements, (ii) insufficient controls over the completeness and accuracy of records for the goods received not invoiced account, (iii) ineffective controls in pricing, quantities and discount rates in the revenue cycle including review and approval of manual invoices, (iv) ineffective controls over the completeness, accuracy, existence and valuation of inventory, (v) insufficient controls over the preparation and review of payroll, including completeness and accuracy of key data inputs and (vi) insufficient controls over the completeness and accuracy of key data inputs in manual journal entries.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the December 31, 2021 consolidated financial statements, and our opinion regarding the effectiveness of the Group’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Changes in Accounting Principles

As discussed in notes 1 and 3 to the consolidated financial statements, the Group changed the manner in which it accounts for cloud computing costs in 2021 and the manner in which it accounts for leases as of July 1, 2019.

Basis for Opinions

The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management’s report referred to above. Our responsibility is to express opinions on the Group’s consolidated financial statements and on the Group’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

F-2

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded BioVision, Inc from its assessment of internal control over financial reporting as of December 31, 2021 because it was acquired by the Group in a purchase business combination during 2021. We have also excluded BioVision, Inc from our audit of internal control over financial reporting. BioVision, Inc is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of BioVision, Inc. acquired intangible assets

As described in notes 4 and 29 to the consolidated financial statements, on October 26, 2021 the Group acquired NKY Biotech US, Inc and its 100% owned subsidiary, BioVision, Inc (collectively “BioVision”), for cash consideration of $349.9 million (£253.8 million), which resulted in the recognition of intangible assets of £80.6 million. Management made significant judgement in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the future cash flows. The significant assumptions used by management included the revenue growth rate and the expected attrition rates associated with the acquired product portfolio.

The principal considerations for our determination that performing procedures relating to the valuation of BioVision acquired intangible assets is a critical audit matter are (i) the significant judgment made by management in determining the fair value of the intangible assets acquired; (ii) a high degree of auditor

F-3

judgment, subjectivity, and effort in performing procedures and evaluating the significant assumptions related to the future cash flows, revenue growth rate and expected attrition rates associated with the acquired product portfolio; and (iii) the audit effort involved the use of professionals with specialized skills and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) reading the purchase agreement and assessing the completeness of intangible assets identified and (ii) testing management’s process for determining the fair value of the acquired intangible assets. Testing management’s process included (a) evaluating the appropriateness of the valuation methods, (b) testing the mathematical accuracy of the model, (c) testing the completeness and accuracy of data used in the model and (d) evaluating the reasonableness of significant assumptions used by management in estimating the future cash flows. Evaluating management’s assumptions related to the revenue growth rate and expected attrition rates with the acquired product portfolio involved evaluating whether the assumptions used were reasonable considering consistency with external market and industry data and historical revenue growth rates. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the management’s valuation methods and evaluating the reasonableness of the expected attrition rates assumption.

Impairment assessment of acquired intangible assets

As described in notes 4 and 13 to the consolidated financial statements, the Group holds intangible assets with a carrying value of £234.2 million as of December 31, 2021 which included technology acquired in the Firefly BioWorks acquisition of £11.3 million. Management regularly reviews for indicators of impairment of acquired intangible assets against qualitative and quantitative factors. During the period ended December 31, 2021, management performed an impairment assessment of the Firefly intangible asset. Management utilized the fair value less costs to sell method to assess the recoverable amount of the intangible assets. Management estimated the fair value of the intangible asset utilizing market-based data from comparable companies and recent transactions in the industry. The result was a fair value that significantly exceeded the carrying value of the asset and management has concluded that there are no reasonable possible scenarios that would cause an impairment to be required.

The principal considerations for our determination that performing procedures relating to the impairment assessment of acquired intangible assets is a critical audit matter are (i) the significant judgement made by management in determining the recoverable amount of the Firefly intangible asset; and (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the appropriate comparable companies and recent transactions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for estimating the recoverable amount of the Firefly intangible asset; (ii) evaluating the appropriateness of the methodology used to determine the fair value; (iii) testing the completeness and accuracy of the underlying data used in the models, and (iv) evaluating the reasonableness of significant assumptions when estimating the fair value. Evaluating management’s assumptions involved (a) determining the appropriateness of the comparable companies and recent transactions used by management and (b) considering other sources that corroborated or contradicted management’s assumptions.

/s/ PricewaterhouseCoopers LLP

Cambridge, United Kingdom

March 14, 2022

We have served as the Group’s auditor since 2013 which includes periods before the Group became subject to SEC reporting requirements.

F-4

Consolidated balance sheets

As at 31 December 2021, 31 December 2020 and 30 June 2020


	Note		As at 31 December 2021 £m			As at 31 December 2020 (revised*) £m			As at 30 June 2020 (revised*) £m
Non-current assets
Goodwill		12		364.8			184.3			195.0
Intangible assets		13		234.2			151.8			150.1
Property, plant and equipment		14		73.5			48.5			43.3
Right-of-use assets		15		88.2			108.8			121.4
Investments		16		3.5			3.4			7.0
Deferred tax asset		17		10.4			15.6			13.7

				774.6			512.4			530.5

Current assets
Inventories		18		58.2			42.9			40.7
Trade and other receivables		19		47.2			47.3			44.4
Current tax receivable				10.5			3.8			6.4
Derivative financial instruments		20		0.5			0.3			—
Cash and cash equivalents				95.1			211.9			187.3

				211.5			306.2			278.8

Total assets				986.1			818.6			809.3

Current liabilities
Trade and other payables		21		(54.2	)		(43.4	)		(43.8	)
Derivative financial instruments		20		(0.2	)		(0.1	)		(1.2	)
Lease liabilities		15		(9.2	)		(7.1	)		(7.3	)
Borrowings		22		(119.2	)		—			(106.4	)
Current tax liabilities				(4.4	)		(1.4	)		(0.9	)

				(187.2	)		(52.0	)		(159.6	)

Net current assets				24.3			254.2			119.2

Non-current liabilities
Deferred tax liability		17		(41.5	)		(27.6	)		(28.3	)
Lease liabilities		15		(101.3	)		(109.9	)		(120.5	)

				(142.8	)		(137.5	)		(148.8	)

Total liabilities				(330.0	)		(189.5	)		(308.4	)

Net assets				656.1			629.1			500.9

Equity
Share capital		23		0.5			0.5			0.4
Share premium account				268.3			265.1			138.2
Merger reserve		23		68.6			68.6			68.6
Own shares		23		(2.2	)		(2.4	)		(2.5	)
Translation reserve		23		31.1			25.4			42.9
Hedging reserve		23		0.2			0.2			(0.7	)
Retained earnings				289.6			271.7			254.0

Total equity attributable to the equity shareholders of the parent				656.1			629.1			500.9

*	See note 1(d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

The accompanying accounting policies and notes form an integral part of these consolidated financial statements.

F-7

Consolidated statements of changes in equity

For the year ended 31 December 2021, the six months ended 31 December 2020 and the years ended 30 June 2020 and 2019


	Note		Share capital £m		Share premium account £m		Merger reserve £m		Own shares £m			Translation Reserve £m			Hedging reserve £m			Retained Earnings £m			Total £m
Balance as at 1 July 2018				0.4		25.6		68.1		(3.2	)		26.3			0.1			234.4			351.7
Revision				—		—		—		—			—			—			(1.1	)		(1.1	)
Balance as at 1 July 2018 (revised*)				0.4		25.6		68.1		(3.2	)		26.3			0.1			233.3			350.6
Profit for the year (revised*)				—		—		—		—			—			—			44.4			44.4
Other comprehensive income / (expense) (revised*)				—		—		—		—			7.0			(1.4	)		(0.1	)		5.5
Total comprehensive income / (expense) for the year (revised*)				—		—		—		—			7.0			(1.4	)		44.3			49.9
Issue of ordinary shares, net of share issue costs				—		1.4		—		0.4			—			—			(0.4	)		1.4
Share-based payments inclusive of deferred tax				—		—		—		—			—			—			6.3			6.3
Purchase of own shares				—		—		—		—			—			—			(0.2	)		(0.2	)
Equity dividends		24		—		—		—		—			—			—			(24.9	)		(24.9	)
Balance as at 30 June 2019 (revised*)				0.4		27.0		68.1		(2.8	)		33.3			(1.3	)		258.4			383.1
Implementation of IFRS16				—		—		—		—			—			—			(1.5	)		(1.5	)
Balance as at 1 July 2019				0.4		27.0		68.1		(2.8	)		33.3			(1.3	)		256.9			381.6
Profit for the year (revised*)				—		—		—		—			—			—			12.5			12.5
Other comprehensive income (revised*)				—		—		—		—			9.6			0.6			2.6			12.8
Total comprehensive income for the year (revised*)				—		—		—		—			9.6			0.6			15.1			25.3
Issue of ordinary shares, net of share issue costs				—		111.2		0.5		0.3			—			—			(0.3	)		111.7
Share-based payments inclusive of deferred tax				—		—		—		—			—			—			7.4			7.4
Purchase of own shares				—		—		—		—			—			—			(0.1	)		(0.1	)
Equity dividends		24		—		—		—		—			—			—			(25.0	)		(25.0	)
Balance as at 30 June 2020 (revised*)				0.4		138.2		68.6		(2.5	)		42.9			(0.7	)		254.0			500.9
Profit for the period (revised*)				—		—		—		—			—			—			12.8			12.8
Other comprehensive (expense) / income (revised*)				—		—		—		—			(17.5	)		0.9			(2.3	)		(18.9	)
Total comprehensive (expense) / income for the period (revised*)				—		—		—		—			(17.5	)		0.9			10.5			(6.1	)
Issue of ordinary shares, net of share issue costs				0.1		126.9		—		0.1			—			—			(0.1	)		127.0
Share-based payments inclusive of deferred tax				—		—		—		—			—			—			7.4			7.4
Purchase of own shares				—		—		—		—			—			—			(0.1	)		(0.1	)
Balance as at 31 December 2020 (revised*)				0.5		265.1		68.6		(2.4	)		25.4			0.2			271.7			629.1
Profit for the year				—		—		—		—			—			—			4.4			4.4
Other comprehensive income				—		—		—		—			5.7			—			0.3			6.0
Total comprehensive income for the year				—		—		—		—			5.7			—			4.7			10.4
Issue of ordinary shares, net of share issue costs				—		3.2		—		0.2			—			—			(0.2	)		3.2
Share-based payments inclusive of deferred tax				—		—		—		—			—			—			13.4			13.4
Balance as at 31 December 2021				0.5		268.3		68.6		(2.2	)		31.1			0.2			289.6			656.1

*	See note 1 ( d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

The accompanying accounting policies and notes form an integral part of these consolidated financial statements.

F-8

Consolidated cash flow statements

For the year ended 31 December 2021, the six months ended 31 December 2020 and the years ended 30 June 2020 and 2019


	Note		Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised*) £m
Cash generated from operations		25		72.2			33.1			65.4			82.8
Net income taxes (paid) / received				(9.3	)		0.2			(2.4	)		(13.5	)

Net cash inflow from operating activities				62.9			33.3			63.0			69.3

Investing activities
Investment income				0.3			0.2			0.7			0.6
Purchase of property, plant and equipment				(34.5	)		(11.5	)		(12.7	)		(17.7	)
Purchase of intangible assets				(25.3	)		(13.0	)		(23.0	)		(21.8	)
Transfer of cash from / (to) escrow in respect of future capital expenditure				—			0.4			(0.6	)		4.5
Purchase of investments		16		(0.1	)		—			(2.2	)		—
Reimbursement of leasehold improvement costs				13.2			1.7			—			—
Net cash outflow arising from acquisitions		29		(245.1	)		—			(110.3	)		(14.6	)

Net cash outflow from investing activities				(291.5	)		(22.2	)		(148.1	)		(49.0	)

Financing activities
Dividends paid		24		—			—			(25.0	)		(24.9	)
Principal element of lease obligations				(8.8	)		(3.8	)		(6.8	)		—
Interest element of lease obligations				(1.5	)		(0.5	)		(0.9	)		—
Interest paid				(0.7	)		(0.6	)		(0.8	)		(0.1	)
Proceeds on issue of shares, net of issue costs				3.2			127.0			111.2			1.4
Facility arrangement fees				(0.8	)		—			—			(0.9	)
Utilisation of revolving credit facility		22		120.0			—			127.0			—
Repayment of revolving credit facility		22		—			(107.0	)		(20.0	)		—
Purchase of own shares				—			(0.1	)		(0.1	)		(0.2	)

Net cash inflow / (outflow) from financing activities				111.4			15.0			184.6			(24.7	)

Net (decrease) / increase cash and cash equivalents				(117.2	)		26.1			99.5			(4.4	)

Cash and cash equivalents at beginning of the year / period				211.9			187.3			87.1			90.2
Effect of foreign exchange rates on cash and cash equivalents				0.4			(1.5	)		0.7			1.3

Cash and cash equivalents at end of the year / period		(i)		95.1			211.9			187.3			87.1

*	See note 1 (d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

i)	Within cash and cash equivalents at 31 December 2021 is £nil (31 December 2020: £1.3m; 30 June 2020: £0.9m; 30 June 2019: £0.4m) of cash relating to employee contributions to the Group’s share scheme ‘AbShare’, which is reserved for the purpose of purchasing shares upon vesting.

F-9

Notes to the consolidated financial statements

For the year ended 31 December 2021, the six months ended 31 December 2020 and the years ended 30 June 2020 and 2019

1.	Presentation of financial statements

a)	General information

Abcam plc (the Company) is a public limited company, incorporated and domiciled in the UK and is registered in England under the Companies Act 2006. Abcam’s ordinary shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange and its American Depositary Shares trade on the Nasdaq Global Market.

b)	Basis of preparation and consolidation

On 2 June 2021, the Group announced that it was amending its financial year end date from 30 June to 31 December. These financial statements are therefore presented for the year ended 31 December 2021, the six months ended 31 December 2020 and the years ended 30 June 2020 and 2019.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

The consolidated financial statements have been presented in Sterling, the functional currency of the Company, and on the historical cost basis, except for the revaluation of certain financial instruments.

The consolidated financial statements incorporate the financial statements of the Company and entities under its control (together the ‘Group’).

Control is achieved when the Company has power to control the financial and operating policies of an entity either directly or indirectly and the ability to use that power to affect the returns it receives from its involvement with the entity.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies in line with those used by the Group. All intra-group transactions, balances, equity, income and expenses are eliminated on consolidation.

The Group’s subsidiary undertakings are shown in note 16 to these financial statements.

c)	Going concern

The Group meets its

day-to-day

working capital requirements from the cash surpluses generated as a result of normal trading. In considering going concern, the Directors have reviewed the Group’s forecasts and projections, taking account of reasonably possible changes in trading performance. These show that the Group should be able to operate within the limits of its available resources.

Accordingly, the Directors have a reasonable expectation that the Group has adequate resources to continue in operation for the foreseeable future and at least one year from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing its consolidated financial statements.

d)	Change in accounting policy—Software as a Service (‘SaaS’) arrangements

In March 2021, the IFRS Interpretations Committee (‘IFRIC’) published an agenda decision on how an entity should account for costs of configuring or customizing application software in a Cloud Computing or Software as a Service (‘SaaS’) arrangement.

Previously, internal and external costs incurred in connection with the various phases of the Group’s ERP implementation and other projects, have been capitalized as an intangible asset in line with IAS 38 ‘Intangible Assets’.

Following an internal review of the impact of adoption of the IFRIC, for those arrangements where the Group does not have control of the developed software, to the extent that the services were performed by third parties, the Group has derecognized the intangible asset previously capitalized.

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This change in accounting policy has led to adjustments amounting to a £

2.7

m, £

2.1

m, and £

2.1

m reduction in the intangible assets recognized in the

December 2020, 30

June 2020

and

June 2019

balance sheets, and to a net £

0.6

m, £

0.1

m and £

0.8

m increase in selling, general and administrative expenses in those respective periods.


	As previously reported £m			Adjustment £m			Revised £m
Impact on income statement
Selling, general and administrative expenses		(112.1	)		(0.8	)		(112.9	)
Operating profit		56.1			(0.8	)		55.3
Profit before tax		56.4			(0.8	)		55.6
Tax		(11.4	)		0.2			(11.2	)
Profit for the period		45.0			(0.6	)		44.4

Earnings per share
Basic		22.0	p		(0.3	)p		21.7	p
Diluted		21.8	p		(0.3	)p		21.5	p

Impact on statement of comprehensive income
Total comprehensive income		50.5			(0.6	)		49.9

Impact on balance sheet
Intangible assets		106.7			(2.1	)		104.6
Total non-current assets		274.9			(2.1	)		272.8
Deferred tax liability		(16.5	)		0.4			(16.1	)
Total non-current liabilities		(16.6	)		0.4			(16.2	)
Net assets		384.8			(1.7	)		383.1
Retained earnings		260.1			(1.7	)		258.4
Total equity		384.8			(1.7	)		383.1

Impact on cash flow statement
Cash generated from operations		83.7			(0.9	)		82.2
Net cash inflow from operating activities		70.2			(0.9	)		69.3
Purchase of intangible assets		(22.7	)		0.9			(21.8	)
Net cash outflow from investing activities		(49.9	)		0.9			(49.0	)

Decrease in cash and cash equivalents		(4.4	)		—			(4.4	)

2.	New accounting standards, amendments and interpretations

Standards, amendments and interpretations effective or adopted

The following standards and amendments are effective in the group’s consolidated financial statements:

•

Amendments to IFRS 9, IAS 39 and IFRS 7 ‘Interest rate benchmark reform’;

•

Amendments to IAS 1 and IAS 8 ‘Definition of material’;

•

Amendments to IFRS 3 ‘Definition of a business’;

•

Amendments to references to the Conceptual Framework in IFRS standards; and

•

Amendments to IFRS 16

‘Covid-19-related

rent concessions’.

Amendments effective during the reporting period did not have any significant impact on adoption.

Standards, amendments and interpretations not yet effective and not early adopted

The following standards and amendments have not been adopted in the group’s consolidated financial statements as they are not yet effective:

•

Amendments to IFRS 16

‘Covid-19-related

rent concessions beyond 30 June 2021’ (effective from 1 April 2021);

•

Interest Rate Benchmark Reform—Phase 2 - Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (mandatory for accounting periods beginning after 1 January 2021);

•

Amendments to IFRS 3 ‘References to the Conceptual Framework’ (effective from 1 January 2022, endorsed for use in the EU but not in the UK);

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•

Amendments to IAS 16 ‘Property, plant and equipment—proceeds before intended use’ (effective from 1 January 2022, endorsed for use in the EU but not in the UK);

•

Amendments to IAS 37 ‘Onerous contracts—cost of fulfilling a contract’ (effective 1 January 2022, endorsed for use in the EU but not in the UK);

•

Annual Improvements 2018-2020 Cycle—amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41 (effective from 1 January 2022, endorsed for use in the EU but not in the UK);

•

Amendments to IFRS 17 ‘Insurance contracts’ (effective from 1 January 2023, not yet endorsed in the EU or UK);

•

Amendments to IAS 1 ‘Classification of liabilities as current or

non-current’

(effective from 1 January 2023, not yet endorsed in the EU or UK);

•

Amendments to IAS 1 and IFRS Practice Statement 2 ‘Disclosure of accounting policies’ (effective from 1 January 2023, not yet endorsed in the EU or UK);

•

Amendments to IAS 8 ‘Definition of accounting estimates’ (effective from 1 January 2023, not yet endorsed in the EU or UK);

and

•

Amendments to IAS 12 ‘Deferred tax related to assets and liabilities arising from a single transaction’ (effective from 1 January 2023, not yet endorsed in the EU or UK).

The amendments listed above are not expected to have a material impact on the financial statements of the Group in future periods.

3.	Principal accounting policies

Revenue and income recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services, net of discounts, VAT and other sales-related taxes.

Revenue from sales of goods, including revenue generated from products sold from the Group’s catalogue and IVD and which represents the significant majority of the Group’s revenue, is recognized upon delivery to the customer or the point at which the customer takes control of the goods if this is sooner.

Custom product and service revenue, which can be the provision of a service or the development of products for customers, is recognized at the point at which a milestone, as defined in the contract, has been completed. Each milestone is typically aligned to a customer deliverable, for example, the amount of services provided, a deliverable arising from the services or the number of products successfully developed and provided to customers, and accordingly is considered to be a performance obligation. Every milestone has a defined transaction price. If it is identified that the costs will be in excess of the contract revenue, the expected loss is recognized as an expense immediately.

Licence fee income is recognized upon delivery of the licensed technology where the Group’s continued performance or future research and development services are not required. Royalty revenue is recognized on an accruals basis based on the contractual terms and the substance of the agreements with the counterparty, provided that the amount can be reliably measured and it is probable that the economic benefit will flow to the Group.

Leasing

Accounting policy applied from 1 July 2019 (IFRS 16)

Leased assets are capitalized on inception of the lease as

right-of-use

assets. A corresponding lease liability, representing the present value of the lease payments is also recognized and split between current and

non-current

liabilities accordingly.

The lease liability includes; fixed payments, variable lease payments dependent on an index or rate (initially measured using the index or rate on the lease commencement date) and in substance fixed payments. The variable aspect of variable payments are recognized when the rate or index takes effect resulting in an adjustment to the liability and

right-of-use

asset. Currently the Group’s lease portfolio does not contain variable or in substance lease payments.

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The discounted lease liability is calculated where possible using the interest rate implicit in the lease or where this is not attainable the incremental borrowing rate is utilized. The incremental borrowing rate is the rate the Group would have to pay to borrow the funds necessary to obtain a similar asset under similar conditions. The Group calculates the incremental borrowing rate using risk free rate of the country where the asset is held, adjusted for length of the lease and a risk premium.

Lease payments are allocated against the principal and finance cost. Finance costs, representing the unwinding of the discount on the lease liability are charged to the income statement to produce a constant periodic rate of interest on the remaining liability.

Right-of-use

assets are measured at cost including; the discounted initial lease liability, lease payments made at or before the commencement date, any initial direct costs reduced any lease incentives received.

Right-of-use

assets are depreciated over the shorter of the

non-cancellable

lease period and any extension options that are considered reasonably certain to be taken or the useful life of the asset. The Group’s current leases run from

1-17

years.

Modifications to lease agreements result in remeasurement of the lease liability and

right-of-use

asset.

Short term leases, defined as less than one year, and also of low value are recognized on a straight-line basis in the income statement.

There are no material lease agreements where the Group acts as a lessor.

Contracts may contain both lease and

non-lease

components. The Group allocates the contract consideration based on the relative stand alone selling prices or if this is not readily determinable based on the best estimates of the stand alone selling prices.

Accounting policy applied until 30 June 2019

To the extent that the terms of a lease transferred substantially all the risks and rewards of ownership to the lessee, leases were classified as finance leases. All other leases were classified as operating leases.

Rentals payable under operating leases were charged to the income statement on a straight-line basis over the fixed term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease were also spread on a straight-line basis over the lease term.

Foreign currencies

Foreign currency transactions are booked at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are retranslated at the rates of exchange ruling at the balance sheet date. Exchange differences arising on settlement or retranslation of monetary assets and liabilities are included in the income statement.

The results of overseas subsidiaries are translated into Sterling using the average exchange rates during the year. Assets and liabilities are translated at the rates ruling at the balance sheet date. Goodwill arising on the acquisition of a foreign operation is treated as an asset of that foreign operation and as such is translated at the relevant foreign exchange rate at the balance sheet date. Exchange differences arising on this translation are recognized in the translation reserve.

Other exchange differences are recognized in the income statement in the period in which they arise except for where items are designated as hedging instruments or where there is a net investment hedge.

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. The Group has no further obligations once the contributions have been paid.

Taxation

Current tax payable is based on taxable profit for the year using tax rates that have been enacted or substantively enacted by the balance sheet date. Taxable profit differs from net profit as reported in the income

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The benefit of UK research and development is recognized under the UK’s Research and Development Expenditure Credit (RDEC) scheme. The benefit is recorded as income included in profit before tax, netted against research and development expenses, as the RDEC is of the nature of a government grant.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group’s liability for deferred tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date that are expected to apply in the period when the liability is settled or the asset is realized. Deferred tax is charged or credited in the income statement, except where it relates to items charged or credited directly to other comprehensive income or reserves, in which case the deferred tax is also dealt with in other comprehensive income or reserves respectively.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, they relate to income taxes levied by the same taxation authority and the Group intends to settle on a net basis.

Business combinations

Business combinations are accounted for using the acquisition method. On the acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be reliably measured in which case the value is subsumed into goodwill.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized to reflect new information obtained about facts and circumstances that existed as at the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year.

Acquisition-related costs are expensed to the consolidated income statement in the period they are incurred.

Goodwill

Goodwill represents the excess of the fair value of the consideration over the fair value of the net assets acquired. Where the fair value of the consideration is less than the fair value of the acquired net assets, the deficit is recognized immediately in the income statement as a bargain purchase.

Goodwill is not amortized, but is subject to an impairment review at least annually and is carried at cost less accumulated impairment losses. Any impairment is recognized immediately in the income statement and is not subsequently reversed.

For the purpose of impairment testing, goodwill is allocated to cash generating units (CGUs). The CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the carrying value may not be recoverable.

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Acquisition intangibles:

Acquisition intangibles comprise licence fees, customer relationships and distribution rights, patents, technology and

know-how

and trade names. These are capitalized at fair value and amortized on a straight-line basis over their estimated useful lives. The principal expected useful lives are as follows:


Licence fees		Term of licence
Customer relationships and distribution rights		4 to 10 years
Patents, technology and know-how		10 to 16 years
Trade names		8 to 11 years

Patents, technology and

know-how

assets are only amortized once the development is complete and being utilized for their intended purpose; until this point the assets are deemed to be in progress.

Other intangibles:

These comprise software and expenditure on capitalized internally developed technology. Internally developed technology costs are recognized as an asset if and only if they meet the recognition criteria set out in IAS 38 ‘Intangible Assets’:

•

the project must be technically feasible;

•

there must be the intention to complete the project;

•

there must be adequate resources to be able to complete the project;

•

the ability to use or sell the asset or product is secure;

•

the future economic benefits must exceed the costs; and

•

the ability to reliably measure costs.

Intangible assets under construction are not amortized.

The principal expected useful lives are as follows:


Software		3 to 10 years
Internally developed technology		3 to 16 years
Patents and licences		2 to 3 years

During the year ended 31 December 2021, the Group revised its estimate of the useful life of its software assets from

3 to 5 years to 3 to 10 years. Further details are shown in note 13.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and, where appropriate, provision for impairment in value. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, as follows:


Laboratory equipment		2 to 5 years
Cell Line assets		10 years
Office fixtures, fittings and other equipment		2 to 5 years
Leasehold improvements		Term of lease

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the income statement. Residual values of assets and their useful lives are assessed on an ongoing basis and adjusted, if appropriate, at each balance sheet date. Assets under the course of construction are not depreciated.

Impairment of property, plant and equipment and intangible assets excluding goodwill

A review is undertaken upon the occurrence of events or circumstances which indicate that the carrying amount may not be recoverable. In addition, any assets not yet available for use are tested for impairment annually.

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The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a

pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If it is not possible to determine the recoverable amount for an individual asset, the assessment is made for the asset’s cash-generating unit (CGU).

Inventories

Inventories and work in progress are stated at the lower of cost and net realizable value. Cost comprises direct materials and, where applicable, direct labour costs and an attributable portion of production overheads that have been incurred in bringing the inventories to their present location and condition. The valuation methodology is on a first in first out or a weighted average cost basis, depending on the nature of the inventory, and net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Provision is made for obsolete, slow-moving or defective items where appropriate.

Financial assets

Financial assets and financial liabilities are recognized on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. The Group’s financial assets comprise cash and cash equivalents, receivables which involve a contractual right to receive cash from external parties, and investments.

Investments

Investments in shares are held at fair market value, with any revaluation gain or loss recorded through other comprehensive income.

Trade and other receivables

Trade receivables (excluding derivative financial assets) are recognized at cost less allowances for the expected credit loss to align their cost to fair value. The provision is based on the Group’s expected credit loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term, highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Financial liabilities

Financial liabilities are those which involve a contractual obligation to deliver cash to external parties at a future date.

Trade and other payables

Trade payables (excluding derivative financial liabilities) are

non-interest

bearing and are stated at cost which equates to their fair value.

Equity instruments

Equity instruments issued by the Group are recorded as the proceeds received, net of direct issue costs.

Derivative financial instruments

The Group uses forward contracts to manage the exposure to fluctuating foreign exchange rates in relation to forecast future transactions.

Derivatives are initially recognized at fair value at the date a contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognized in the income statement immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the income statement depends on the nature of the hedge relationship.

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At the inception of a hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, its effectiveness along with its risk management objectives, and its strategy for undertaking various hedge transactions. The effectiveness is repeated on an ongoing basis during the life of the instrument to ensure that the instrument remains effective.

Cash flow hedges

The Group designates certain derivatives as cash flow hedges of highly probable forecast foreign currency transactions.

The effective portion of changes in the fair value of derivatives which are designated and qualify as cash flow hedges is deferred in other comprehensive income. Gains or losses relating to the ineffective portion are recognized immediately in the income statement.

Amounts deferred in other comprehensive income are recycled to the income statement in the periods when the hedged item is recognized in the income statement.

Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated or exercised, or it no longer qualifies for hedge accounting. Any cumulative gain or loss in other comprehensive income at that time remains in other comprehensive income and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss in other comprehensive income is recognized immediately in the income statement.

Share-based payments

Equity settled share-based payments (SBPs) are measured at fair value (excluding the effect of

non-market-based

vesting conditions) at the date of grant and is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the number of shares that will eventually vest.

Share-based payments where vesting is by reference to external performance criteria (such as growth in an external index) are measured using the Monte Carlo simulation. Those which are subject only to internal performance criteria or service conditions are measured using the Black-Scholes model.

For all schemes, the number of options expected to vest is recalculated at each balance sheet date based on expectations of leavers prior to vesting. The number of options expected to vest for schemes with internal performance criteria is also adjusted based on expectations of performance against targets. No adjustments are made for expected performance against external or ‘market-based’ targets. Charges made to the income statement in respect of equity settled share-based payments are credited to equity.

For cash settled share-based payments, the Group recognizes a liability for the services acquired, measured initially at the fair value of the liability. This liability is remeasured at each balance sheet date and at the date of settlement, with any changes in fair value recognized in the income statement.

Own shares

No gain or loss is recognized in the income statement on the purchase, sale, issue or cancellation of the Group’s own shares. Any difference between the carrying amount and the consideration is recognized in equity.

4. Critical accounting judgements and sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions about the application of its accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Actual amounts and results may differ from those estimates.

Judgements and estimates are evaluated regularly and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Any revisions to accounting estimates are recognized in the period in which the estimate is revised.

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a) Key accounting judgements

Capitalization of intangible assets—internal software development

The Group

capitalizes

internal software development costs, in particular internal staff costs, relating to the enhancement of the Group’s core IT systems architecture and developments. Judgement is required in applying the capitalization criteria of IAS 38 ‘Intangible Assets’, differentiating between enhancements and maintenance. Those costs which are not treated as capital but are directly attributable to the Group’s system and process improvement project are treated as adjusting items.

In establishing the principles on which costs are capitalized, consideration is given to the nature of work being performed, whether the costs and the activities are incremental and whether the associated deliverables meet the characteristics of an asset. Processes are in place to evaluate this, and the same processes are used to confirm whether the expensed costs are related to the system and process improvement project so that classification as an adjusting item is appropriate.

A review of historical capitalized spend on software assets was undertaken, to ascertain whether they met the criteria for capitalization following adoption of the IFRIC, published in March 2021, relating to SaaS arrangements. Identifying the software assets that were impacted and the classification of costs between customization and configuration, was judgemental and technically complex, in particular around the allocation of costs to the appropriate category. As the application of the IFRIC required an historical application, the rationale of recent projects was applied to historical projects and the same estimation and judgements applied.

The review resulted in a restatement of prior year financial statements in line with the IFRIC requirements, details of which can be found in note

Capitalization of intangible assets—internally developed technology

The Group capitalizes internal costs associated with internally developed technology as intangible assets as described further in notes 3 and 13. This requires judgement to determine that the characteristics of such assets meet the relevant criteria if IAS 38 ‘Intangible Assets’ for classification as an intangible asset.

Internal costs are capitalized as internally developed technology within intangible assets which are used to generate antibodies and kits. The point at which such internal costs are capitalized as well as their magnitude (whereby the amount capitalized comprises mainly of attributable salary costs and consumables used in the manufacture process) is a key area of judgement. A key area in respect of the stage of development of internally developed technology is subject to judgement as to when a product’s future economic value justifies capitalization. Management reviews regularly these factors in order to determine that the costs meet the criteria for capitalization as intangible assets.

During the year, an impairment was booked for assets relating to AxioMx where changes in scope of the project impacted on the usability of the historical work performed, details of which can be seen in note 7 and 13.

Assessment of cash generating units (CGUs)

For the purposes of impairment testing, the Group identifies the CGU that is appropriate for the asset to be measured against if it is not possible to estimate the recoverable amount individually. The goodwill acquired in a business combination is allocated at acquisition to the CGU which is expected to benefit from that business combination.

The Group applies judgement in determining how integrated the acquired business is within the Group. Consideration is given to the product branding and ranges, whether the manufacturing and research and development has broadened since acquisition, whether sales and marketing activity is separate from the

Group

and how the business is monitored.

For the BioVision acquisition in October 2021, the Group has determined that the business is not sufficiently integrated into the Group and therefore the acquired goodwill has been tested at a BioVision CGU level. Full details can be found in note 12.

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b) Key sources of estimation uncertainty

Valuation of acquired intangible assets

During the current and prior periods, the Group has made a number of acquisitions (see note 29 for further details). Accounting for these in line with IFRS 3 ‘Business Combinations’ requires the use of a number of assumptions and estimates in relation to the future cash flows associated with acquisition intangibles and the use of valuation techniques in order to arrive at the fair value of the intangible assets acquired. The assumptions applied were based on the best information available to management and valuation techniques were supported by third party valuation experts.

In the current period, acquired intangibles totaling

80.6

million

were recognized in relation to the acquisition of BioVision, of which the intangible recognized in relation to the acquired technology was the most significant

(£

77.0

million).

Key assumptions in determining the valuation of this included the revenue growth rate and cash flows associated with this asset, its expected useful economic life and the expected attrition rates associated with the acquired product portfolio.

Nevertheless, the actual performance of these assets may differ from the valuations derived through this exercise.

Impairment assessment of acquired intangible assets

As described in note 13 to the consolidated financial statements, the Group holds various intangible assets. As required by IAS 36 ‘Impairment of Assets’, the Group reviews for indicators of impairment regularly by assessing the performance of the assets against qualitative and quantitative factors including the estimates used to value intangibles on acquisition or appropriate business cases.

Examples of impairment indicators are: there is a change in business strategy; asset is not meeting the acquisition forecasts; or the business is approaching the route to market differently. If any of these or other factors are present, a detailed impairment review is undertaken.

A detailed impairment assessment can be performed by either assessing the asset’s value in use or assessing the carrying value as fair value less cost to sell. Either method requires management to make a number of estimates, the most sensitive estimates being:

•

The five-year business plan – forecasted cashflows require management’s estimates of the assets’ performance in future periods and judgement as to the CGU to which the flows belong;

•

Discount rate – judgement is required in estimating the appropriate weighted average cost of capital (WACC) of a typical market participant; and

•

Market-based data – judgement is required to ensure companies and

recent

transactions are comparable in nature when estimating the fair value.

During the year to 30 June 2020, an assessment of the

acquired

intangible in respect of In Vitro monoclonal antibody production technology acquired with AxioMx, Inc. in 2015 was undertaken. This also included further smaller amounts in respect of this technology which have been

capitalized

since acquisition as certain commercial feasibility milestones had been achieved.

An appraisal of the ability to utilize at scale this technology has been undertaken whereby although technical feasibility remains valid, the challenges to realize material commercial returns have resulted in the conclusion not to pursue further active development and substantive utilization of this technology. As a result of this, the intangible asset in respect of this technology has been fully impaired.

Details of the impairment can be found in note 13.

Useful economic life (UEL) of software assets

The Group determines the UEL of all assets by estimating the length of time the asset is expected to be in use or generating income. The Group’s policy for software assets was determined as 3 to 5 years.

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During the

year ended 31 December 2021, the Group revised its estimate of the useful economic life of its ERP software from 5 years to 10 years, changing the Group’s policy from 3 to 5 years to 3 to 10 years. This was due to the complexity of the programme, the investment involved, and the nature of the technology implemented. See note 12 for further details.

Provision for slow-moving or defective inventory

The provision for slow-moving inventory is based on the Directors’ estimation of the future sales of each of the Group’s products over the period from the balance sheet date to the expiry date of the product. Estimated future sales are based on historical actual sales and a growth rate assumption which is derived from the average annual growth over the product life to date.

If actual unit sales growth rates differ from those estimated by management, both the level of provision against existing inventory and the rates of provision applied to inventory in future periods would need to be revised.

5. Operating segments

Products and services from which reportable segments derive their revenues

The Directors consider that there is only one core business activity and there are no separately identifiable business segments which are engaged in providing individual products or services or a group of related products and services which are subject to separate risks and returns. The information reported to the Group’s Chief Executive Officer, who is considered the chief operating decision maker, for the purposes of resource allocation and assessment of performance is based wholly on the overall activities of the Group. The Group has therefore determined that it has only one reportable segment, which is ‘sales of antibodies and related products’. The Group’s revenue and assets for this one reportable segment can be determined by reference to the Group’s income statement and balance sheet.

The Group has no individual product or customer which contributes more than 10% of its revenues.

F-

Revenues are attributed to regions based primarily on customers’ location. The Group’s revenue from external customers and information about its

non-current

segment assets (excluding deferred tax) is set out below:


		Revenue				Non-current assets
		Year ended 31 December 2021		Six months ended 31 December 2020		As at 31 December 2021		As at 31 December 2020 (revised*)
		£m		£m		£m		£m
The Americas			130.4		58.6		464.3		200.2
EMEA	(i)		84.3		40.2		231.8		227.8
China			58.2		27.4		8.6		6.7
Japan			18.7		9.9		0.2		0.5
Rest of Asia Pacific	(i)		23.8		11.4		59.3		61.6

			315.4		147.5		764.2		496.8


		Revenue				Non-current assets
		Year ended 30 June 2020		Year ended 30 June 2019		As at 30 June 2020 (revised*)		As at 30 June 2019 (revised*)
		£m		£m		£m		£m
The Americas			112.4		117.5		224.8		169.9
EMEA	(i)		69.3		67.1		222.3		89.5
China			39.5		39.9		7.4		3.8
Japan			18.8		16.9		0.6		0.1
Rest of Asia Pacific	(i)		20.0		18.5		61.7		0.1

			260.0		259.9		516.8		263.4

*	See note 1(d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

(i)

Revenues for the

sub-region

of Central Asia have been reclassified from EMEA to Asia Pacific for the year ended 31 December 2021 and the six months ended 31 December 2020. This is to better align our data reporting to sales performance and geographical location. The value attributable to Central Asia is £1.6m (six months ended 31 December 2020: £0.6m; year ended 30 June 2020: £1.5m; year ended 30 June 2019: £1.4m). The comparatives presented for 30 June 2020 and 30 June 2019 have not been updated for this change.

Revenue by type is shown below:


	Year ended 31 December 2021 £m		Six months ended 31 December 2020 £m		Year ended 30 June 2020 £m		Year ended 30 June 2019 £m
Catalogue revenue		296.4		139.0		243.1		242.8
Custom products and services		5.7		2.7		6.3		5.4
IVD		6.3		2.6		4.7		6.9
Royalties and licenses		7.0		3.2		5.9		4.8

Custom products and licensing		19.0		8.5		16.9		17.1

Total reported revenue		315.4		147.5		260.0		259.9

Because all custom products and services projects within a contract had an original expected duration of one year or less, the Group has taken advantage of the exemption not to disclose outstanding amounts in respect of uncompleted contracts.

The information reported to the Group’s Chief Executive Officer, who as described above is considered the chief operating decision maker, also includes adjusted operating profit which comprises operating profit before exceptional items, share-based payments and amortization of acquisition intangibles.

F-2

The following table presents the reconciliation of this measure to profit for the year / period:


	Note		Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised*) £m
Profit for the year / period				4.4			12.8			12.5			44.4
Tax				0.3			2.8			(4.2	)		11.2
Finance income				(0.3	)		(0.2	)		(0.7	)		(0.6	)
Finance costs				2.7			1.9			2.8			0.3

Operating profit				7.1			17.3			10.4			55.3
Exceptional items, share-based payments and amortization of acquisition intangibles		7		53.3			17.8			43.6			34.9

Adjusted operating profit for the year / period				60.4			35.1			54.0			90.2

*	See note 1(d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

6. Operating profit

Operating profit for the year / period is stated after charging / (crediting):


	Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised*) £m
Staff costs		126.2			59.0			90.4			72.8
Cost of inventories recognized as an expense		63.5			30.7			56.2			59.3
Write down of inventories recognized as an expense		3.8			1.6			2.8			1.4
R&D expenditure (excluding UK R&D tax credits)		7.9			5.3			24.9			16.9
UK R&D tax credits		(2.5	)		(0.7	)		(1.5	)		(1.9	)
Depreciation of property, plant and equipment		11.0			4.3			7.3			4.8
Amortization of intangible assets		20.9			7.9			15.7			10.5
Depreciation of right-of-use assets		9.1			3.8			6.7			—
Movements arising on financial instruments at fair value through profit or loss		—			(0.4	)		—			0.4
Other net foreign exchange differences (including cash flow hedge movements reclassified from other comprehensive income)		(0.8	)		1.6			(0.6	)		(0.1	)

*	See note 1(d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

F-


	Year ended 31 December 2021 £000		Six months ended 31 December 2020 £000		Year ended 30 June 2020 £000		Year ended 30 June 2019 £000
Audit services
—Group and parent company		646		426		279		178
—Subsidiary companies pursuant to legislation		12		—		8		8
—Assurance services in respect of controls work for US complianc e		—		—		200		—

Total audit fees		658		426		487		186
Audit related assurance services
—Interim review		87		63		22		22
—Attestation under s404 of Sarbanes-Oxley Act 2002 and audit of 20-F filing		535		—		—		—
—Services in respect of the Group’s US listing		653		—		76		—
—Other		35		—		—		—
Total assurance-related fees		657		716		98		22
Other services		6		—		1		1

Total auditor remuneration		1,321		1,142		586		209

Fees in respect of controls work for US compliance relate to additional controls work required to comply with the US Public Company Accounting Oversight Board (PCAOB).

Audit related assurance services in respect of the Group’s secondary listing in the US, which was completed in October 2020, relate to work on documents required for the US Securities and Exchange Commission (SEC). This includes the Attestation of the Group’s internal control framework under s404 of the Sarbanes-Oxley Act 2002 and other related services.

7. Exceptional items, share-based payments and amortization of acquisition intangibles


		Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised*) £m
Included within cost of sales			(3.1	)		—			—			—

Affecting gross profit			(3.1	)		—			—			—
Included within selling, general and administrative expenses			(39.1	)		(12.7	)		(20.0	)		(29.6	)
Included within research and development costs			(11.1	)		(5.1	)		(23.6	)		(5.3	)

Affecting operating profit and profit before tax			(53.3	)		(17.8	)		(43.6	)		(34.9	)
Analyzed as:
Amortization of fair value adjustments	(i)		(3.1	)		—			—			—
Impairment of intangible assets	(ii)		(1.1	)		—			(14.9	)		(12.8	)
System and process improvement costs	(iii)		(7.0	)		(2.5	)		(4.6	)		(5.4	)
Acquisition costs	(iv)		(8.3	)		—			(4.1	)		—
Integration and reorganization costs	(v)		(4.7	)		(1.9	)		(2.1	)		(3.7	)
Amortization of acquisition intangibles	(vi)		(9.1	)		(4.4	)		(8.6	)		(6.5	)
Share-based payments	(vii)		(20.0	)		(9.0	)		(9.3	)		(6.5	)

Affecting operating profit and profit before tax			(53.3	)		(17.8	)		(43.6	)		(34.9	)
Tax effect of adjusting items			10.5			3.3			9.0			6.7
Credit arising from patent box claims	(viii)		—			—			4.6			—
Net tax effect of new US tax legislation			—			—			—			(0.2	)

Affecting tax			10.5			3.3			13.6			6.5

Total			(42.8	)		(14.5	)		(30.0	)		(28.4	)

F-2

(ii) Year ended 31 December 2021: Comprises an impairment of internally developed technology assets relating to AxioMx, following an assessment of the work performed and costs capitalized to date.

Following the review, it was concluded that as a result of changes in the scope and nature of the project to which the costs related, and the corresponding usability of historical work performed, £1.1m of internally developed technology assets were impaired. The impairment charge is included within research and development expenses. Year ended 30 June 2020: Comprises the full impairment of the acquisition intangible in respect of AxioMx in Vitro monoclonal antibody production technology and subsequent post acquisition expenditure capitalized. This has arisen following an appraisal of the ability to utilize at scale this technology whereby although technical feasibility remains valid, the challenges to realize material commercial returns have resulted in the conclusion not to pursue further active development and substantive utilization of this technology. The impairment charge is included within research and development expenses. Year ended 30 June 2019: The strategic ERP project is a complex, multi-year global business transformation with numerous phases extending across multiple Group functions. Following achievement of an implementation milestone in April 2019, a review was undertaken of historical expenditure incurred to that point on outstanding modules to assess whether each element remained appropriate to the business’s needs. Following the review, it was concluded that as a result of changes in the scope and nature of the programme and the corresponding usability of historical work performed, software assets of £12.8m were impaired. The charge was included within selling, general and administrative expenses.

(iii) Comprises costs of the strategic ERP implementation which do not qualify for capitalization and, for the year ended 31 December 2021, impairment charges of £2.1m, as a result of a software asset developed as part of the ERP project that was no longer required. Such costs are included within selling, general and administrative expenses. Also included in the year ended 31 December 2021 is £0.6m (six months ended 31 December 2020: £0.7m; year ended 30 June 2020: £0.3m; year ended 30 June 2019: £0.9m) relating to costs associated with the implementation of the SaaS IFRIC as described in note 1(

(iv) Year ended 31 December 2021: Comprises legal and other professional fees associated with the acquisition of BioVision, Inc. and other aborted acquisitions. Year ended 30 June 2020: Comprises legal and other professional fees associated with the acquisition of Expedeon as well as agreed settlements of Expedeon employee incentive schemes. Such costs are included within selling, general and administrative expenses.

(v) Year ended 31 December 2021: Integration and reorganization costs relate to the integration of the acquired BioVision business as described in note 29 (comprising mainly legal and professional fees) of £1.0m and costs in the US and Asia Pacific, relating to the ongoing reorganization of the Group’s property portfolio of £3.0m. Six months ended 31 December 2020 and year ended 30 June 2020: Integration and reorganization costs relate partly to the integration of the acquired Expedeon business as described in note 29 (comprising mainly retention and severance costs as well as employee backfill costs for those involved in the integration and consultancy costs) and reorganization costs in respect of alignment of the Group’s operational structure and geographical footprint to its strategic goals. Year ended 30 June 2019: Related to costs associated with major office fit outs, including the new Group headquarters, including dual running costs and depreciation prior to the building being occupied. Such costs are included within selling, general and administrative expenses.

(vi) Amortization of £6.8m (six months ended 31 December 2020: £3.2m; year ended 30 June 2020: £6.0m; year ended 30 June 2019: £4.3m) is included within research and development expenses, with the remaining £2.3m (six months ended 31 December 2020: £1.2m; year ended 30 June 2020: £2.6m; year ended 30 June 2019: £2.2m) included within selling, general and administrative expenses.

(vii) Comprises share-based payment charges of £17.9m and employer tax contributions of £2.1m thereon for all schemes, which have been included as exceptional items for the year ended 31 December 2021. The six months ended 31 December 2020 and the years ended 30 June 2010 and 2019 have been represented for this change. Charges of £3.1m (six months ended 31 December 2020: £2.0m, year ended 30 June 2020: £2.7m and year ended 30 June 2019; £1.0m) are included in research and development expenses, with the remaining £16.9m (six months ended 31 December 2020: £7.0m, year ended 30 June 2020: £6.6m and year ended 30 June 2019; £5.5m) included within selling, general and administrative expenses.

F-2

8. Employees

The average monthly number of employees (including Executive Directors) was:


	Year ended 31 December 2021 Number		Six months ended 31 December 2020 Number		Year ended 30 June 2020 Number		Year ended 30 June 2019 Number
Management, administrative, marketing and distribution		1,191		930		879		784
Laboratory		428		594		575		371

		1,619		1,524		1,454		1,155

During the year ended 31 December 2021, the Group changed the allocation of certain departmental headcount to particular cost centres, which had the effect of reducing the average number of laboratory staff and increasing the average number of management, administrative, marketing and distribution staff. This was in order to more accurately reflect the nature of operations being undertaken by those particular departments. Contractors are not included in the analysis of employee numbers.

Their aggregate remuneration comprised:


	Year ended 31 December 2021 £m		Six months ended 31 December 2020 £m		Year ended 30 June 2020 £m		Year ended 30 June 2019 £m
Wages and salaries		89.4		42.6		69.5		56.0
Social security costs		12.4		6.3		7.1		6.8
Other pension costs		6.5		2.8		4.5		3.5
Share-based payments charge		17.9		7.3		9.3		6.5

Total staff costs		126.2		59.0		90.4		72.8

9. Finance income and costs


	Year ended 31 December 2021 £m			Six months ended 31 December 2020 £m			Year ended 30 June 2020 £m			Year ended 30 June 2019 £m
Interest receivable		0.3			0.2			0.7			0.6

Finance income		0.3			0.2			0.7			0.6
Interest expense on lease liabilities*		(1.7	)		(1.0	)		(1.5	)		—
Borrowing costs		(1.0	)		(0.9	)		(1.3	)		(0.3	)

Finance costs		(2.7	)		(1.9	)		(2.8	)		(0.3	)

Net finance (costs) / income		(2.4	)		(1.7	)		(2.1	)		0.3

*	On 1 July 2019, the Group adopted IFRS 16 ‘Leases’ using the modified retrospective transition method and as a result, comparative figures for the year ended 30 June 2019 have not been restated.

F-2

10. Tax


	Note		Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised*) £m
Current tax
Current income tax charge				11.0			4.1			4.8			9.7
Adjustment in respect of prior years				(2.4	)		—			(0.9	)		0.2

				8.6			4.1			3.9			9.9
Deferred tax
Origination and reversal of temporary differences				(11.6	)		(1.3	)		(9.2	)		0.4
Adjustment in respect of prior years				1.9			—			0.9			1.1
Effect of tax rate change				1.4			—			0.2			(0.2	)

		17		(8.3	)		(1.3	)		(8.1	)		1.3

Total income tax charge / (credit)				0.3			2.8			(4.2	)		11.2

*	See note 1( d ) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

The Group reported a net tax charge of £0.3m (six months ended 31 December 2020: £2.8m; year ended 30 June 2020: credit of £4.2m; year ended 30 June 2019: £11.2m). The net tax charge is reduced due to the credit from the ‘patent box’ benefit in the UK, where a lower rate of tax is applied to profits on patented income.

The UK Corporation Tax rate for the year was 19.0% (six months ended 31 December 2020: 19.0%; year ended 30 June 2020: 19.0%; year ended 30 June 2019: 19.0%). Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The Finance Act 2021 increased the UK Corporation Tax rate to 25% with effect from 1 April 2023. This 25% rate has been applied in the deferred tax valuations based on the expected timing of when such assets and liabilities will be recovered.

The charge for the year / period can be reconciled to the profit per the income statement as follows:


	Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised*) £m
Profit before tax		4.7			15.6			8.3			55.6

Tax at the UK corporation tax rate of 19.0% (December 2020: 19.0%; June 2020: 19.0%; June 2019: 19.0%)		0.9			3.0			1.6			10.6
Adjustment in respect of overseas tax rates		2.0			0.2			(1.3	)		1.4
Adjustments in respect of prior years		(0.5	)		—			—			1.3
Effect of ‘patent box’ benefit		(4.2	)		0.9			(6.0	)		—
Tax effect of non-deductible expenses and non-taxable income		0.9			(1.5	)		1.3			(1.0	)
Relief in relation to overseas entities		—			—			—			(0.3	)
Overseas R&D tax credit uplift		(0.7	)		0.3			(0.5	)		(0.6	)
Overseas withholding tax		0.5			(0.1	)		0.5			—
Effect of tax rate change on deferred tax balances		1.4			—			0.2			(0.2	)

Tax charge / (credit) for the year / period		0.3			2.8			(4.2	)		11.2

*	See note 1(d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

F-28

11. Earnings per share

The calculations of earnings per ordinary share (EPS) are based on profit after tax and the weighted number of shares in issue during the year / period.


	Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised* £m
Earnings
Profit for the year / period		4.4			12.8			12.5			44.4

	Million			Million			Million			Million
Number of shares
Weighted average number of ordinary shares in issue		227.1			220.0			208.0			205.4
Less ordinary shares held by Equiniti Share Plan Trustees Limited		(0.4	)		(0.4	)		(0.4	)		(0.5	)

Weighted average number of ordinary shares for the purposes of basic EPS		226.7			219.6			207.6			204.9
Effect of potentially dilutive ordinary shares—share options and awards		2.2			2.4			2.0			1.8

Weighted average number of ordinary shares for the purposes of diluted EPS		228.9			222.0			209.6			206.7

*	See note 1( d ) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

Basic EPS is calculated by dividing the profit after tax by the weighted average number of shares outstanding during the year / period. Diluted EPS is calculated on the same basis as basic EPS but with a further adjustment to the weighted average number of shares outstanding to assume conversion of all potentially dilutive ordinary shares. Such potentially dilutive ordinary shares comprise share options and awards granted to employees where the exercise price is less than th

average market price of the Company’s ordinary shares during the year / period and any unvested shares which have met, or are expected to meet, the performance conditions at the end of the year / period.

Year
ended
31 December 2021

Six months
ended
31 December
2020
(revised*)

Year
ended
30 June
2020
(revised*)

Year
ended
30 June
2019
(revised*)

Basic EPS

1.9p

5.8p

6.0p

21.7p

Diluted EPS

1.9p

5.8p

6.0p

21.5p

*	See note 1( d ) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

12. Goodwill


	Note		31 December 2021 £m		31 December 2020 £m			30 June 2020 £m		30 June 2019 £m
Cost and carrying amount
At beginning of the year / period				184.3		195.0			120.9		114.2
Additions		29		177.0		0.6			68.3		2.8
Exchange differences				3.5		(11.3	)		5.8		3.9

At end of the year / period				364.8		184.3			195.0		120.9

Allocated to BioVision CGU				181.0		—			—		—
Allocated to Group CGU				183.8		184.3			195.0		120.9

At end of the year / perio d				364.8		184.3			195.0		120.9

F-2

Goodwill is converted at the exchange rate on the date of acquisition and retranslated at the balance sheet date.

Goodwill acquired in a business combination is allocated at acquisition to the Cash Generating Unit (CGU) which is expected to benefit from that business combination. Following the acquisition of BioVision (as described in note 29), the acquired business had not been fully integrated into the Group’s operations as at 31 December 2021. As such, BioVision is considered a separate CGU, and goodwill arising from the acquisition has been allocated to this CGU. The Directors consider the remainder of the Group to be one CGU, as previous acquisitions have been fully integrated into the Group’s operations and product portfolio.

Goodwill is subject to an annual impairment review or more frequently if there are any indications that goodwill might be impaired. The reviews are carried out using the following criteria:

•

The recoverable amount of the CGU is determined from value in use (VIU) calculations;

•

The VIU is calculated by applying discounted cash flow modelling to management’s own projections covering a five year period

;

and

•

Cash flows beyond the five year period are extrapolated using a long-term growth rate equivalent to the expected inflationary increases of the economies in which the Group predominantly trades.

The key assumptions considered most sensitive for the VIU calculations are:

•

The Directors’ five year projections; and

•

The

pre-tax

adjusted discount rate.

The Directors have projected cash flows based on strategic financial forecasts over a period of

five

years and take account of relative performance of competitors, knowledge of the current market, together with the Directors’ views on the future achievable growth in market share and the impact of growth initiatives.

Growth rates of 2.5% and 2.2% have been used in the extrapolation of cash flows beyond the five year period for the BioVision and Group CGU respectively, and have been based on third party long-term growth rate forecasts which are based on GDP growth rates.

Pre-tax

discount rates of 12.0% and 7.2% have been applied to the BioVision and Group CGUs respectively, estimated using

pre-tax

rates that reflect current market assessments of the time value of money and the risks specific to the CGU.

Based on the results of this analysis, management is satisfied that the recoverable amount of goodwill exceeds its carrying amount for both CGUs.

Management has performed a sensitivity analysis on each of the key base case assumptions mentioned above. Due to the significant headroom which exists between the recoverable amount and the carrying value, the Directors have concluded that there are no reasonable possible changes in any of these key assumptions which would cause the goodwill to exceed its VIU.

13. Intangible assets


	Acquisition intangibles
	Customer relationships and distribution rights £m			Patents, technology and know- how £m		Licence fees £m		Trade names £m		Sub-total £m			Software (revised*) £m			Internally developed technology £m		Patents and licenses £m		Total £m
Cost
At 1 July 2018 (as previously reported)		7.3			65.6		15.5		2.5		90.9			45.3			19.7		—		155.9
Revision		—			—		—		—		—			(1.3	)		—		—		(1.3	)
At 1 July 2018 (revised*)		7.3			65.6		15.5		2.5		90.9			44.0			19.7		—		154.6
Additions		—			0.6		—		—		0.6			12.5			8.0		—		21.1
Disposals		(0.6	)		—		—		—		(0.6	)		(6.9	)		—		—		(7.5	)
Exchange differences		0.2			2.3		0.2		0.1		2.8			—			0.2		—		3.0

At 30 June 2019 (revised*)		6.9			68.5		15.7		2.6		93.7			49.6			27.9		—		171.2

F-


	Acquisition intangibles
	Customer relationships and distribution rights £m			Patents, technology and know- how £m			Licence fees £m			Trade names £m			Sub-total £m			Software (revised*) £m			Internally developed technology £m			Patents and licenses £m		Total £m
Additions		—			—			—			—			—			14.8			9.0			—		23.8
Acquisition		1.8			45.8			0.4			1.1			49.1			0.1			—			—		49.2
Exchange differences		0.2			3.5			0.2			0.1			4.0			—			0.2			—		4.2

At 30 June 2020 (revised*)		8.9			117.8			16.3			3.8			146.8			64.5			37.1			—		248.4
Additions		—			—			—			—			—			7.1			4.5			0.7		12.3
Exchange differences		(0.5	)		(6.6	)		(0.6	)		(0.3	)		(8.0	)		(0.2	)		(0.5	)		—		(8.7	)

At 31 December 2020 (revised*)		8.4			111.2			15.7			3.5			138.8			71.4			41.1			0.7		252.0

Additions		—			—			—			—			—			17.4			7.5			0.9		25.8
Acquisition		3.7			77.5			—			—			81.2			—			—			—		81.2
Exchange differences		0.1			0.5			0.1			0.1			0.8			—			0.1			—		0.9

At 31 December 2021		12.2			189.2			15.8			3.6			220.8			88.8			48.7			1.6		359.9


Accumulated amortization
At 1 July 2018 (as previously reported and revised*)		4.8			17.9			4.7			1.9			29.3			13.0			7.3			—		49.6
Charge for the year		0.8			4.2			1.2			0.3			6.5			1.8			2.2			—		10.5
Impairment		—			—			—			—			—			12.8			—			—		12.8
Disposals		(0.6	)		—			—			—			(0.6	)		(6.9	)		—			—		(7.5	)
Exchange differences		0.1			0.8			0.1			0.1			1.1			—			0.1			—		1.2

At 30 June 2019 (revised*)		5.1			22.9			6.0			2.3			36.3			20.7			9.6			—		66.6
Charge for the year		0.8			6.3			1.2			0.3			8.6			4.0			3.1			—		15.7
Impairment		—			14.7			—			—			14.7			—			0.2			—		14.9
Exchange differences		0.1			0.8			0.1			0.1			1.1			—			—			—		1.1

At 30 June 2020 (revised*)		6.0			44.7			7.3			2.7			60.7			24.7			12.9			—		98.3
Charge for the period		0.4			3.1			0.9			—			4.4			2.0			1.5			—		7.9
Exchange differences		(0.3	)		(4.1	)		(0.5	)		(0.3	)		(5.2	)		(0.2	)		(0.6	)		—		(6.0	)

At 31 December 2020 (revised*)		6.1			43.7			7.7			2.4			59.9			26.5			13.8			—		100.2

Charge for the year		1.0			6.9			1.1			0.1			9.1			8.9			2.4			0.5		20.9
Impairment		—			—			—			—			—			2.1			1.7			—		3.8
Exchange differences		(0.1	)		0.3			0.1			0.1			0.4			0.1			0.3			—		0.8

At 31 December 2021		7.0			50.9			8.9			2.6			69.4			37.6			18.2			0.5		125.7


Carrying amount
At 30 June 2019		1.8			45.6			9.7			0.3			57.4			28.9			18.3			—		104.6
At 30 June 2020		2.9			73.1			9.0			1.1			86.1			39.8			24.2			—		150.1
At 31 December 2020		2.3			67.5			8.0			1.1			78.9			44.9			27.3			0.7		151.8
At 31 December 2021		5.2			138.3			6.9			1.0			151.4			51.2			30.5			1.1		234.2


Included in carrying amount—Assets under construction
At 30 June 2019		—			—			—			—			—			14.7			3.9			—		18.6
At 30 June 2020		—			—			—			—			—			28.7			7.2			—		35.9
At 31 December 2020		—			—			—			—			—			36.5			9.2			—		45.7
At 31 December 2021		—			—			—			—			—			18.6			4.3			1.1		24.0

F-

*	See note 1(d) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

Amortization of £8.5m (six months ended 31 December 2020: £4.6m; year ended 30 June 2020: £8.2m; year ended 30 June 2019: £6.2m) is included within Research and development expenses and £12.4m (six months ended 31 December 2020: £3.3m; year ended 30 June 2020: £7.5m; year ended 30 June 2019: £4.3m) is included within selling, general and administrative expenses.

During the year ended 31 December 2021, the Group revised its estimate of the useful economic life of its software intangible assets from 3 to 5 years to 3 to 10 years. This was based on an assessment of the enhanced functionality available to the Group from its ERP software following implementation of certain key modules in the year. This change in estimate has been accounted for prospectively in line with IAS 8, ‘Accounting Policies, changes in accounting estimates and errors’ and has led to a reduction in the monthly impairment charge of £0.5m and is expected to lead to an average annual reduction of £3.9m in the amortization charge for the years 2022 to 2026.

During the year ended 31 December 2021, an impairment was made of internally developed technology assets relating to the AxioMx business unit, following an assessment of the work performed and costs capitalized to date. Following the review, it was concluded that as a result of changes in the scope and nature of the project to which the costs related, and the corresponding usability of historical work performed, £1.1m of internally developed technology assets were impaired. The impairment charge is included within research and development expenses and is included in exceptional items.

A further £0.6m impairment charge on internally developed technology was recorded in the year, relating to certain technology assets. The impairment charge is included within selling, general and administrative expenses.

A £2.1m impairment charge was also recognized in respect of capitalized software development that will no longer be used in the Group’s ERP implementation project. The impairment charge is included within selling, general and administrative expenses and is included in exceptional items.

During the year ended 31 December 2021, the assets relating to Firefly BioWorks multiplex and assay technology were tested for impairment. Given the nascent state of the technology, management used the fair value less costs to sell method of assessing the recoverable amount of the intangible assets. The fair value was estimated by utilizing market-based data from comparable companies and recent transactions in the industry. The result was a fair value that significantly exceeded the carrying value of the asset and the Directors have concluded that there are no reasonable possible scenarios that would cause an impairment to be required.

‘Business Combinations’

within the first 12 months of ownership. This has resulted in a £2.2m reduction in the initial valuation of acquisition intangibles from that originally presented in the consolidated financial statements for the fiscal year ended 30 June 2020 with a corresponding increase in goodwill. In accordance with the requirements of IFRS 3

‘Business Combinations’

this adjustment has been recorded within the fiscal year ended 30 June 2020.

During the year ended 30 June 2020, a full impairment was made of the acquisition intangible in respect of AxioMx in Vitro monoclonal antibody production technology and subsequent post acquisition expenditure. This has arisen following an appraisal of the ability to utilize at scale this technology whereby although technical feasibility remains valid, the challenges to realize material commercial returns have resulted in the conclusion not to pursue further active development and substantive utilization of this technology. This expense was included within Research and development expenses.

During the year ended 30 June 2019, following achievement of a milestone in April 2019, the ERP implementation project, a review was undertaken of historical expenditure incurred to that date on outstanding modules included within software. It was concluded that as a result of changes in the scope and nature of the programme, assets of £12.8m were impaired. This expense was included within selling, general and administrative expenses. Further information is shown in note 7.

Capital commitments at 31 December 2021 amounted to £5.4m (31 December 2020: £2.0m; 30 June 2020: £4.1m; 30 June 2019: £nil).

F-

14. Property, plant and equipment


	Laboratory equipment £m			Office fixtures, fittings and other equipment £m			Cell line assets £m		Leasehold improvements £m			Total £m
Cost
At 1 July 2018		16.0			13.5			—		15.2			44.7
Additions		7.2			4.7			—		4.9			16.8
Disposals		(0.4	)		(3.3	)		—		—			(3.7	)
Exchange differences		0.2			0.2			—		—			0.4

As 30 June 2019		23.0			15.1			—		20.1			58.2
Additions		7.0			1.3			4.2		—			12.5
Acquisitions		0.3			0.1			—		0.2			0.6
Reclassification		(1.4	)		—			1.4		—			—
Disposals		—			(1.4	)		—		—			(1.4	)
Exchange differences		0.4			0.4			—		—			0.8

At 30 June 2020		29.3			15.5			5.6		20.3			70.7
Additions		2.0			0.5			0.6		7.9			11.0
Disposals		—			—			—		(0.2	)		(0.2	)
Exchange differences		(1.5	)		(1.0	)		—		(0.3	)		(2.8	)

At 31 December 2020		29.8			15.0			6.2		27.7			78.7
Additions		5.9			5.3			2.3		21.0			34.5
Acquisitions		0.8			—			—		—			0.8
Disposals		(1.1	)		(2.0	)		—		—			(3.1	)
Exchange differences		0.7			0.2			—		0.5			1.4

At 31 December 2021		36.1			18.5			8.5		49.2			112.3


Accumulated depreciation
At 1 July 2018		10.4			9.2			—		—			19.6
Charge for the year		2.4			2.0			—		0.4			4.8
Disposals		(0.4	)		(3.3	)		—		—			(3.7	)
Exchange differences		0.2			0.2			—		—			0.4

At 30 June 2019		12.6			8.1			—		0.4			21.1
Charge for the year		3.4			2.6			0.3		1.0			7.3
Disposals		—			(1.4	)		—		—			(1.4	)
Exchange differences		0.1			0.2			—		0.1			0.4

At 30 June 2020		16.1			9.5			0.3		1.5			27.4
Charge for the period		2.0			1.3			0.3		0.7			4.3
Exchange differences		(0.8	)		(0.7	)		—		—			(1.5	)

At 31 December 2020		17.3			10.1			0.6		2.2			30.2
Charge for the year		4.3			2.8			0.6		3.3			11.0
Disposals in the year		(1.1	)		(1.5	)		—		—			(2.6	)
Exchange differences		0.3			0.1			—		(0.2	)		0.2

At 31 December 2021		20.8			11.5			1.2		5.3			38.8

Net book value
At 30 June 2019		10.4			7.0			—		19.7			37.1
At 30 June 2020		13.2			6.0			5.3		18.8			43.3
At 31 December 2020		12.5			4.9			5.6		25.5			48.5
At 31 December 2021		15.3			7.0			7.3		43.9			73.5

Included in net book value—Assets under construction
At 30 June 2019		—			—			—		—			—
At 30 June 2020		—			—			1.2		—			1.2
At 31 December 2020		—			—			—		2.9			2.9
At 31 December 2021		—			—			2.3		0.9			3.2

F-3

15. Leases

Right-of-use

assets


	Land and Buildings £m			Other £m		Total £m
Cost
At 1 July 2019		—			—		—
IFRS 16 transition adjustment		70.6			0.2		70.8
Additions		58.7			—		58.7
Disposals and other adjustments		(2.3	)		—		(2.3	)
Exchange differences		0.9			—		0.9

At 30 June 2020		127.9			0.2		128.1
Additions		0.5			—		0.5
Leasehold incentives received		(2.8	)		—		(2.8	)
Disposals and other adjustments		(0.2	)		—		(0.2	)
Exchange differences		(6.7	)		—		(6.7	)

At 31 December 2020		118.7			0.2		118.9
Additions		4.0			0.1		4.1
Leasehold incentives received		(12.1	)		—		(12.1	)
Disposals and other adjustments		(4.0	)		—		(4.0	)
Exchange differences		0.5			—		0.5

At 31 December 2021		107.1			0.3		107.4


Accumulated depreciation
At 1 July 2019		—			—		—
Charge for the year		6.6			0.1		6.7

At 30 June 2020		6.6			0.1		6.7
Charge for the period		3.8			—		3.8
Exchange differences		(0.4	)		—		(0.4	)

At 31 December 2020		10.0			0.1		10.1
Charge for the year		9.0			0.1		9.1
Exchange differences		—			—		—

At 31 December 2021		19.0			0.2		19.2


Carrying amount
At 30 June 2020		121.3			0.1		121.4
At 31 December 2020		108.7			0.1		108.8
At 31 December 2021		88.1			0.1		88.2

Lease liabilities

Maturity analysis of lease liabilities:


	31 December 2021 £m		31 December 2020 £m		30 June 2020 £m
Amounts falling due within
One year		9.2		7.1		7.3
Between one and five years		33.9		33.0		26.9
Later than five years		67.4		77.0		93.6

The interest expense incurred on lease liabilities included within finance costs was £1.7m (six months ended 31 December 2020: £1.0m; year ended 30 June 2020: £1.5m) and income recognized from subleases was £0.4m (six months ended 31 December 2020: £0.4m; year ended 30 June 2020: £0.8m). The lease expense relating to short term leases and low value assets (that are not shown in the tables above) was £0.2m (six months ended 31 December 2020: £0.2m; year ended 30 June 2020: £0.3m). Cash outflows in respect of

right-of-use

assets were £10.3m (six months ended 31 December 2020: £4.3m; year ended 30 June 2020: £7.7m).

F-3

16. Investments


	£m
At 1 July 2018		0.9
Exchange differences		(0.1	)

At 30 June 2019		0.8
Additions		2.2
Revaluation to fair value		4.0

At 30 June 2020		7.0
Revaluation to fair value		(3.1	)
Exchange differences		(0.5	)

At 31 December 2020		3.4
Additions		0.1
Revaluation to fair value		(0.1	)
Exchange differences		0.1

At 31 December 2021		3.5

Adjustments to fair value in the fiscal year ended 31 December 2021 relate to changes in the fair value of the Group’s investment in Plexbio, Inc. Additions relate primarily to increased investment in Somaserve Limited.

Subsidiary undertakings


Name	Registered office	Country of incorporation or registration	Principal activity
Abcam Australia Pty Limited	Level 16, 414 La Trobe Street, Melbourne, VIC 3000	Australia	Sales and distribution

Abcam KK	Sumitomo Fudousan, Ningyocho Bldg 2F, 2-2-1 Nihonbashi Horidomecho Chuo-ku Tokyo 103-0012	Japan	Sales and distribution

Abcam (Hong Kong) Limited	1301 Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central Hong Kong SARs	Hong Kong	Sales and distribution

Abcam Taiwan Company Limited	15F, No.2-1, Sec. 3, Minquan E. Road., Zhongshan District, Taipei City, Taiwan	Taiwan	Sales and distribution

Abcam (Netherlands) B.V.	Kingsfordweg 151, 1043GR Amsterdam	Netherlands	Sales and distribution

Abcam US Group Holdings, Inc.	Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808	USA	Holding company

Abcam Singapore Pte. Limited	711 North Buona Vista Drive, #16-08 The Metropolis Tower Two, Singapore 138589	Singapore	Sales and distribution

AbShare Share Plan Limited	Discovery Drive, Cambridge Biomedical Campus, Cambridge, CB2 0AX	England	Employee services

Ascent Scientific Limited*	C/O BDO LLP, 55 Baker Street, London, W1U 7EU	England	Dormant

Abcam (Hangzhou) Biotechnology Co., Limited	1418 Moganshan Road, Hangzhou Zhejiang, 310011	China	R&D and manufacturing

Abcam Trading (Shanghai) Co., Limited	Room 5401, Floor 4, Building 5, No. 338 Galileo Road, Pudong New Area, Shanghai	China	Sales and distribution

Abcam Inc.	152 Grove Street, Suite 1100, Waltham, MA 02453	USA	Sales and distribution

Abcam LLC	Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808	USA	Holding company

Abcam (US) Limited	Discovery Drive, Cambridge Biomedical Campus, Cambridge CB2 0AX	England	Holding company

AxioMx Inc.	Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808	USA	R&D and manufacturing
BioVision Inc.	155 S Milpitas Boulevard, Milpitas, CA 95035, USA	USA	R&D and manufacturing

Calico Biolabs Inc.	160 Greentree Drive, Suite 101, Dover, Delaware 19904, Kent County, USA	USA	Dormant

F-3


Name	Registered office	Country of incorporation or registration	Principal activity

Epitomics Inc.	Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808	USA	R&D and manufacturing

Epitomics Holdings, Inc.	Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808	USA	Holding company

Expedeon Holdings Limited	Discovery Drive, Cambridge Biomedical Campus, Cambridge, CB2 0AX	England	Holding company

Expedeon Limited	Discovery Drive, Cambridge Biomedical Campus, Cambridge CB2 0AX	England	R&D and manufacturing

Expedeon Asia Pte Limited	1531A Upper Cross Street, #04-98 Hong Lim Complex, Singapore 051531	Singapore	R&D and manufacturing

Firefly BioWorks Inc.	Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808	USA	R&D and manufacturing

Innova BioSciences Limited	Discovery Drive, Cambridge Biomedical Campus, Cambridge, CB2 0AX	England	Dormant

Marker Gene Technologies, Inc.	1850 Millrace Drive, Eugene, OR 97403	USA	R&D and manufacturing

MitoSciences Inc.	Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle, DE 19808	USA	R&D and manufacturing

NKY Biotech, US Inc	Corporations USA, LLC, 4034 Willow Grove, Camden, DE 19934	USA	Holding company

TGR BioSciences Pty Limited	31 Dalgleish Street, Thebarton, SA 5031, Australia	Australia	R&D and manufacturing

*	In liquidation

The Group’s holdings in subsidiaries are all through ordinary shares and are all 100% owned.

F-3

17. Deferred tax assets and liabilities


	Accelerated capital allowances £m			Cash flow hedges £m			Share -based payments £m			Acquired intangible assets £m			Losses £m			Other temporary differences £m			Total £m
At 1 July 2018 (as previously reported)		(0.8	)		—			3.6			(13.2	)		1.4			3.4			(5.6	)
Revision		0.2			—			—			—			—			—			0.2

At 1 July 2018 (revised*)		(0.6	)		—			3.6			(13.2	)		1.4			3.4			(5.4	)
(Charge)/credit to income		(3.1	)		—			0.3			1.4			(0.3	)		0.4			(1.3	)
Credit to equity		—			0.3			0.1			—			—			—			0.4
Exchange differences		—			—			—			(0.6	)		0.2			—			(0.4	)

At 30 June 2019 (revised*)		(3.7	)		0.3			4.0			(12.4	)		1.3			3.8			(6.7	)
(Charge)/credit to income		(4.6	)		—			2.0			5.6			4.0			1.0			8.0
Charge to equity		—			(0.1	)		(1.8	)		—			—			(1.4	)		(3.3	)
Reclassification		(0.5	)		—			—			—			—			0.5			—
Arising on acquisition		—			—			—			(12.0	)		—			—			(12.0	)
Exchange differences		—			—			—			(0.7	)		—			0.1			(0.6	)

At 30 June 2020 (revised*)		(8.8	)		0.2			4.2			(19.5	)		5.3			4.0			(14.6	)
Credit/(charge) to income		(0.7	)		—			1.2			0.8			—			—			1.3
Credit/(charge) to equity		—			(0.2	)		0.3			—			—			0.8			0.9
Reclassification		(0.5	)		—			—			0.2			(0.3	)		0.6			—
Exchange differences		0.1			—			—			0.7			(0.1	)		(0.3	)		0.4

At 31 December 2020 (revised*)		(9.9	)		—			5.7			(17.8	)		4.9			5.1			(12.0	)
(Charge)/credit to income		(5.3	)		—			6.4			5.0			1.2			1.0			8.3
(Charge)/credit to equity		—			—			(4.5	)		—			—			0.9			(3.6	)
Arising on acquisition		—			—			—			(22.7	)		—			(1.6	)		(24.3	)
Reclassification		0.5			—			—			0.1			—			(0.6	)		—
Exchange differences		(0.1	)		—			—			0.4			—			0.2			0.5

At 31 December 2021		(14.8	)		—			7.6			(35.0	)		6.1			5.0			(31.1	)

*	See note 1( d ) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so and an intention to settle net.

Deferred tax balances are comprised as follows:


	31 December 2021			31 December 2020 (revised*)			30 June 2020 (revised*)			30 June 2019 (revised*)
	£m			£m			£m			£m
Deferred tax assets to be recovered
Within 12 months		3.6			7.9			10.1			6.9
After more than 12 months		6.8			7.7			3.6			2.5

	10.4			15.6			13.7			9.4
Deferred tax liabilities to be recovered
Within 12 months		4.6			(0.1	)		(3.5	)		(1.4	)
After more than 12 months		(46.1	)		(27.5	)		(24.8	)		(14.7	)

		(41.5	)		(27.6	)		(28.3	)		(16.1	)

Deferred tax liabilities (net)		(31.1	)		(12.0	)		(14.6	)		(6.7	)

Deferred tax is calculated using tax rates that are expected to apply in the period when the liability or asset is expected to be realized based on rates enacted or substantively enacted by the reporting date.

F-3


	31 December 2021		31 December 2020		30 June 2020		30 June 2019
	£m		£m		£m		£m
Raw materials		10.0		8.3		8.0		5.7
Work in progress		25.0		16.2		16.0		11.9
Finished goods and goods for resale		23.2		18.4		16.7		18.4

		58.2		42.9		40.7		36.0

Inventories are stated net of provision for slow moving or defective inventory of £13.7m (31 December 2020: £12.4m; 30 June 2020: £12.5m; 30 June 2019: £11.2m). Cost of inventories recognized as an expense and write down of inventories recognized as an expense (and which are included as part of cost of sales) are set out in note 6.

During the year ended 31 December 2021, the Group changed the method by which it analyses inventories, due to enhanced information available from its ERP system. This has changed the split between work in progress and finished goods. The comparative balances have been represented accordingly.

19. Trade and other receivables


	31 December 2021			31 December 2020			30 June 2020			30 June 2019
	£m			£m			£m			£m
Amounts receivable for the sale of goods and services		34.0			28.7			31.7			29.4
Less provision for bad and doubtful debts		(0.8	)		(0.7	)		(0.3	)		(0.1	)

		33.2			28.0			31.4			29.3
Other receivables		8.9			8.6			8.3			9.4
Prepayments		5.1			10.7			4.7			4.4

		47.2			47.3			44.4			43.1

Ageing of trade receivables:


	31 December 2021							31 December 2020
	Gross		Provision			Net		Gross		Provision			Net
	£m		£m			£m		£m		£m			£m
Not past due		18.7		—			18.7		16.4		—			16.4
Past due
0 to 30 days		5.8		—			5.8		3.8		—			3.8
30 to 60 days		2.9		—			2.9		2.3		—			2.3
More than 60 days		6.6		(0.8	)		5.8		6.2		(0.7	)		5.5

		15.3		(0.8	)		14.5		12.3		(0.7	)		11.6
		34.0		(0.8	)		33.2		28.7		(0.7	)		28.0


	30 June 2020							30 June 2019
	Gross £m		Provision £m			Net £m		Gross £m		Provision £m			Net £m
Not past due		22.4		—			22.4		23.0		—			23.0
Past due
0 to 30 days		3.6		—			3.6		3.8		—			3.8
30 to 60 days		0.6		—			0.6		1.3		—			1.3
More than 60 days		5.1		(0.3	)		4.8		1.3		(0.1	)		1.2

		9.3		(0.3	)		9.0		6.4		(0.1	)		6.3

		31.7		(0.3	)		31.4		29.4		(0.1	)		29.3

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Movement in provision for bad and doubtful debts:


	31 December 2021 £m			31 December 2020 £m			30 June 2020 £m			30 June 2019 £m
Balance at beginning of the year / period		(0.7	)		(0.3	)		(0.1	)		(0.1	)
Impairment losses recognized in the income statement		(0.1	)		(0.4	)		(0.2	)		—

Balance at end of the year / period		(0.8	)		(0.7	)		(0.3	)		(0.1	)

The average credit period taken for sales is 35 days (31 December 2020: 36 days; 30 June 2020: 41 days; 30 June 2019: 35 days). Trade and other receivables are

non-interest

bearing and generally on terms between 30 to 90 days. Trade receivables are provided for based on estimated irrecoverable amounts determined by specific circumstances as described in note 3.

The Group does not hold any collateral or other credit enhancements over its trade receivables, nor do they have a legal right to offset against any amounts owed to the counterparty.

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

20. Derivative financial instruments

31 December 2021


	Asset £m		Current Liability £m			Non-current Liability £m		Total £m
Derivatives carried at fair value through profit and loss
Forward exchange contracts that are not designated in hedge accounting relationships		0.2		(0.1	)		—		0.1
Derivatives that are designated and effective as hedging instruments carried at fair value
Forward exchange contracts		0.3		(0.1	)		—		0.2

		0.5		(0.2	)		—		0.3

31 December 2020


	Asset £m		Current Liability £m			Non-current Liability £m		Total £m
Derivatives carried at fair value through profit and loss
Forward exchange contracts that are not designated in hedge accounting relationships		0.1		(0.1	)		—		—
Derivatives that are designated and effective as hedging instruments carried at fair value
Forward exchange contracts		0.2		—			—		0.2

		0.3		(0.1	)		—		0.2

30 June 2020


	Asset £m		Current Liability £m			Non-current Liability £m		Total Asset £m
Derivatives carried at fair value through profit and loss
Forward exchange contracts that are not designated in hedge accounting relationships		—		(0.4	)		—		(0.4	)
Derivatives that are designated and effective as hedging instruments carried at fair value
Forward exchange contracts		—		(0.8	)		—		(0.8	)

		—		(1.2	)		—		(1.2	)

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	Asset £m		Current Liability £m			Non-current Liability £m			Total £m
Derivatives carried at fair value through profit and loss
Forward exchange contracts that are not designated in hedge accounting relationships		—		(0.4	)		—			(0.4	)
Derivatives that are designated and effective as hedging instruments carried at fair value
Forward exchange contracts		0.2		(1.6	)		(0.1	)		(1.5	)

		0.2		(2.0	)		(0.1	)		(1.9	)

Further details of derivative financial instruments are provided in note 26.

21. Trade and other payables


	31 December 2021 £m		31 December 2020 £m		30 June 2020 £m		30 June 2019 £m
Amounts falling due within one year
Trade payables		12.9		13.8		9.4		7.0
Accruals		28.1		19.8		23.7		24.8
Deferred income		6.6		6.1		7.2		6.9
Other taxes and social security		3.0		1.2		1.0		1.0
Other payables		3.6		2.5		2.5		2.1

		54.2		43.4		43.8		41.8

At 31 December 2021, the Group had an average of 34 days of purchases (3

December 2020: 35 days; 30 June 2020: 34 days; 30 June 2019: 28 days) outstanding in trade payables (excluding accruals and deferred income). The Group has financial risk management policies in place to ensure that all payables are paid within the credit timetable. The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

Deferred income includes contract liabilities of £3.1m

(31 December 2020: £3.2m;

30 June 2020: £4.4m; 30 June 2019: £4.0m) which represent consideration received for performance obligations not yet satisfied, in delivering products or services to customers. All deferred income is to be recognized within the next financial year.

Other payables includes £nil

(31 December 2020: £0.2m;

30 June 2020: £0.2m; 30 June 2019: £0.7m) of deferred consideration payable on acquisitions.

22. Borrowings


	31 December 2021 £m		31 December 2020 £m		30 June 2020 £m		30 June 2019 £m
Amounts falling due within one year
Loan		119.2		—		106.4		—

The loan comprises drawings on the Group’s three year £200m Revolving Credit Facility (RCF) which was entered into in February 2019 and is shown net of unamortized facility arrangement fees. The RCF has a £100m accordion option which may be requested with prior notice at any time up to six months of the termination date. The initial term of this RCF had two extension options of one year each whereby the Company exercised the option for a two year extension on 17 December 2020 such that on 7 January 2021, the Company received approval from all syndicate banks. This extends the expiry of the facility to 31 January 2024. All other terms of the facility remain unchanged.

During the year ended 30 June 2020, drawings on the RCF comprised an initial amount of €120.0m (£103.4m) to fund the purchase of Expedeon (as set out in note 29). In February 2020, a partial repayment amounting to £20.0m was made and the remaining borrowings redenominated into Sterling, leaving an

F-

outstanding balance of £82.0m. In March 2020, a subsequent drawing of £25.0m was made in order to provide operational flexibility in light of the

COVID-19

pandemic bringing amounts drawn to £107.0m. The maximum amount drawn under the RCF during the year ended 30 June 2020 was £107.0m.

On 23 November 2020, the Group repaid in full the sum of £107.0m which was drawn up until that point.

On 19 October 2021, the Group drew £120.0m to fund the purchase of BioVision (as set out in note 29).

The Group is subject to financial covenants on the RCF and has complied with these at all testing points in 2019, 2020 and 2021.

23. Share capital and reserves

Share capital


	31 December 2021		31 December 2020		30 June 2020		30 June 2019
Authorized, issued and fully paid:
228,886,439 (31 December 2020: 226,665,701; 30 June 2020: 216,173,277; 30 June 2019: 205,671,564) ordinary shares of 0.2 pence each		0.5		0.5		0.4		0.4

The Company has one class of ordinary shares which carries no right to fixed income.

On 26 October 2020, the Group closed its offering of an aggregate of 10,287,000 American Depositary Shares (“ADSs”) representing 10,287,000 ordinary shares at a price of $17.50 per ADS, following the Group’s secondary listing on Nasdaq. The net proceeds from the offering were £126.5m. In addition, £0.5m of proceeds from the issuance of share options and awards to employees were received during the period.

On 9 April 2020, the Company issued 10,000,000 new ordinary shares of 0.2 pence each to Durable Capital Partners LP at an issue price of £11.00 per share, raising £110.0m. Other share capital issued during the year arose from the exercise of share options and the issue of shares to the Equiniti Share Plan Trustees Limited.

Other reserves

Merger reserve

Comprises the premium on shares issued as consideration for acquisitions where conditions for merger relief have been satisfied.

Own shares

Represents shares in the Company held by the Equiniti Share Plan Trustees Limited. These shares are held in order to satisfy the Free Shares and Matching Shares elements of the SIP, further details of which are set out in note 27.

31 December 2021

31 December 2020

30 June 2020

30 June 2019

Nominal value
£’000

Number

Nominal value
£’000

Number

Nominal value
£’000

Number

Nominal value
£’000

Number

Own shares

349,500

401,198

434,268

484,811

Translation reserve

Represents exchange differences on translation of overseas operations.

Hedging reserve

Comprises gains and losses recognized on cash flow hedges and the associated deferred tax assets.

F-


	Year ended 31 December 2021 £m		Six months ended 31 December 2020 £m		Year ended 30 June 2020 £m		Year ended 30 June 2019 £m
Amounts recognized as distributions to the equity shareholders:
Final dividend for the year ended 30 June 2018 of 8.58 pence per share		—		—		—		17.6
Interim dividend for the year ended 30 June 2019 of 3.55 pence per share		—		—		—		7.3
Final dividend for the year ended 30 June 2019 of 8.58 pence per share		—		—		17.7		—
Interim dividend for the year ended 30 June 2020 of 3.55 pence per share		—		—		7.3		—

Total distributions to owners of the parent in the year / period		—		—		25.0		24.9

25. Notes to the cash flow statement


	Note		Year ended 31 December 2021 £m			Six months ended 31 December 2020 (revised*) £m			Year ended 30 June 2020 (revised*) £m			Year ended 30 June 2019 (revised*) £m
Operating profit				7.1			17.3			10.4			55.3
Adjustments for:
Depreciation of property, plant and equipment		14		11.0			4.3			7.3			4.8
Depreciation of right-of-use assets		15		9.1			3.8			6.7			—
Amortization of intangible assets		13		20.9			7.9			15.7			10.5
Impairment of intangible assets		13		3.8			—			14.9			12.8
Loss on disposal of property, plant and equipment		14		0.5			0.2			—			—
Derivative financial instruments at fair value through profit or loss		6		—			(0.4	)		—			0.4
Research and development expenditure credit		6		(2.5	)		(0.7	)		(1.5	)		(1.9	)
Share-based payments charge		27		17.9			7.3			9.3			6.5
Unrealized currency translation losses / (gains)				0.4			1.0			(1.4	)		(1.1	)

Operating cash flows before movements in working capital				68.2			40.7			61.4			87.3
Increase in inventories				(6.2	)		(3.5	)		(1.1	)		(6.1	)
Decrease / (increase) in receivables				4.0			(7.7	)		2.7			(6.1	)
Increase in payables				6.2			3.6			2.4			7.7

Cash generated from operations				72.2			33.1			65.4			82.8

*	See note 1( d ) for details related to the retrospective impact of a change in the Group’s accounting policy for cloud computing costs.

F-4

Analysis of changes in net (debt) / cash


	Cash and cash equivalents £m			Lease liabilities* £m			Borrowings* £m			Net (debt) / cash £m
At 1 July 2018		90.2			—			—			90.2
Cash flow		(4.4	)		—			—			(4.4	)
Foreign exchange and other non-cash movements		1.3			—			—			1.3

At 30 June 2019		87.1			—			—			87.1
IFRS 16 implementation		—			(76.2	)		—			(76.2	)
Additions to leases		—			(58.6	)		—			(58.6	)
Cash flow		99.5			7.7			(107.0	)		0.2
Foreign exchange and other non-cash movements		0.7			(0.7	)		0.6			0.6

At 30 June 2020		187.3			(127.8	)		(106.4	)		(46.9	)
Additions to leases		—			(0.5	)		—			(0.5	)
Cash flow		26.1			4.3			107.0			137.4
Foreign exchange and other non-cash movements		(1.5	)		7.0			(0.6	)		4.9

At 31 December 2020		211.9			(117.0	)		—			94.9
Additions to leases		—			(4.1	)		—			(4.1	)
Cash flow		(117.2	)		10.3			(120.0	)		(226.9	)
Foreign exchange and other non-cash movements		0.4			0.3			0.8			1.5

At 31 December 2021		95.1			(110.5	)		(119.2	)		(134.6	)

Total financial liabilities included within net debt comprise those items marked * and amount to £229.7m (31 December 2020: £117.0m; 30 June 2020: £234.2m; 30 June 2019: £nil).

Liabilities arising from financing activities comprise the Group’s RCF (as set out in note 22) and lease liabilities (as set out in note 15).

26. Financial instruments

Capital risk management

The capital structure of the Group comprises of cash and cash equivalents, a Revolving Credit Facility (RCF) and total equity attributable to the owners of the parent. The RCF of £200m was entered into in February 2019 with an initial term of three years and has a £100m additional accordion option. The Company exercised the option for a two year extension on 17 December 2020 such that on 7 January 2021, the Company received approval from all syndicate banks, extending the expiry of the facility to 31 January 2024). The Group maintains a capital structure with the following objectives:

– to protect the ability of the Group to continue as a going concern and maintain sufficient available resources as protection for unforeseen events;

– to provide flexibility of resource for strategic growth and investment where opportunities arise; and

– to provide reasonable returns to shareholders whilst maintaining a limited level of risk.

As part of achieving these objectives the Group identifies the principal financial risk exposures that are created by the Group’s financial instruments and monitors them on a regular basis. These are considered to be foreign currency risk (a component of market risk), credit risk and liquidity risk.

Where appropriate the Group uses financial derivatives to help mitigate the key risks, the use of which is governed by the Group’s policies approved by the Board of Directors. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Foreign currency risk

This is the risk that a change in currency rates causes an adverse impact on the Group’s performance or financial position.

The Group has transactions denominated in various currencies with the principal currency exposure being fluctuations in US Dollars (USD), Euros, Japanese Yen and Chinese Renminbi (RMB). Collectively these

F-4

This remaining currency exposure is centrally managed with the objective being to secure a level of certainty of Sterling value for up to 90% of the future net exposure based on forecast cash flows expected to occur up to 18 months ahead. The Group uses forward currency contracts to achieve this objective and applies hedge accounting where applicable. Foreign currency forward contracts are valued using quoted forward exchange rates and yield curves matching maturities of the contracts.

The Group’s open forward currency contracts and their maturity profile as at the period / year end is as follows:


	31 December 2021				31 December 2020				30 June 2020				30 June 2019
Outstanding contracts	Average rate		Foreign currency million		Average rate		Foreign currency million		Average rate		Foreign currency million		Average rate		Foreign currency million
Sell US Dollars
Less than 3 months		—		—		1.3	$	0.3		1.29	$	3.1		1.34	$	8.9
3 to 6 months		1.36	$	0.2		1.3	$	0.7		1.31	$	2.0		1.32	$	11.5
7 to 12 months		—		—		1.3	$	0.2		1.24	$	0.1		1.33	$	8.3
13 to 18 months		—		—		—		—		—		—		—		—

		1.36	$	0.2		1.3	$	1.2		1.30	$	5.2		1.33	$	28.7

Sell Euros
Less than 3 months		1.16	€	8.2		1.12	€	5.7		1.14	€	8.1		1.11	€	11.8
3 to 6 months		1.16	€	6.9		1.10	€	3.5		1.15	€	6.5		1.11	€	13.2
7 to 12 months		1.17	€	5.9		1.10	€	4.3		1.12	€	3.4		1.11	€	17.4
13 to 18 months		—		—		—		—		—		—		1.14	€	1.4

		1.16	€	21.0		1.11	€	13.5		1.14	€	18.0		1.11	€	43.8

Sell Yen
Less than 3 months		150.88	¥	461.0		137.16	¥	287.5		139.13	¥	373.4		145.26	¥	430.7
3 to 6 months		152.58	¥	452.2		135.74	¥	233.0		138.02	¥	219.4		143.23	¥	484.8
7 to 12 months		151.73	¥	296.0		137.28	¥	196.4		135.36	¥	268.7		141.58	¥	954.5
13 to 18 months		—		—		137.96	¥	7.9		131.73	¥	6.4		141.99	¥	241.0

		151.72	¥	1,209.2		136.74	¥	724.8		137.60	¥	867.9		142.74	¥	2,111.0

Sell Chinese Renminbi
Less than 3 months		9.03	¥	24.5		8.96	¥	15.4		9.11	¥	19.4		8.91	¥	34.1
3 to 6 months		8.99	¥	17.2		9.03	¥	12.6		8.99	¥	7.5		8.96	¥	27.0
7 to 12 months		8.85	¥	16.6		8.97	¥	12.0		8.90	¥	6.0		9.02	¥	54.6

		8.96	¥	58.3		8.98	¥	40.0		9.05	¥	32.9		8.97	¥	115.7

At 31 December 2021, the fair value of contracts held as cash flow hedges is a net asset of £0.3m (31 December 2020: net asset £0.2m; 30 June 2020: net liability of £0.8m; 30 June 2019: net liability of £1.5m).

The movement recognized in other comprehensive income in the period:


	31 December 2021			31 December 2020			30 June 2020		30 June 2019
	£m			£m			£m		£m
(Loss) / gain in the year / period		(0.1	)		1.5			0.7		(2.1	)
Recycled to profit and loss		—			(0.4	)		—		0.4

(Loss) / gain recognized in other comprehensive income		(0.1	)		1.1			0.7		(1.7	)

Currency risk sensitivity analysis

The following table shows the sensitivity of the Group’s financial instruments to changes in exchange rates by detailing the impact on profit and other comprehensive income of a 10% change in the Sterling exchange rate against the relevant foreign currencies.

F-4

10% represents management’s assessment of a reasonably possible change in foreign exchange rates over a 12 month period.

The sensitivity analysis below only includes financial instruments denominated in

non-functional

currency and forward currency contracts outstanding at the reporting date and represents the impact of an immediate change in Sterling against other currencies.


	US Dollar currency impact					Euro currency impact					Yen currency impact					RMB currency impact
	+10%		-10%			+10%		-10%			+10%		-10%			+10%		-10%
	£m		£m			£m		£m			£m		£m			£m		£m
31 December 2021
Income statement		1.1		(1.3	)		0.4		(0.5	)		0.4		(0.5	)		0.3		(0.3	)
Other comprehensive income		—		—			1.3		(1.5	)		0.4		(0.5	)		0.3		(0.4	)

31 December 2020
Income statement		0.7		(0.8	)		0.5		(0.7	)		0.3		(0.3	)		0.4		(0.5	)
Other comprehensive income		0.1		(0.1	)		0.7		(0.8	)		0.2		(0.3	)		0.1		(0.1	)

30 June 2020
Income statement		0.3		(0.4	)		1.0		(1.3	)		0.4		(0.5	)		0.2		(0.2	)
Other comprehensive income		0.4		(0.5	)		0.9		(1.2	)		0.3		(0.4	)		0.3		(0.4	)

30 June 2019
Income statement		—		(0.2	)		0.7		(0.8	)		0.1		(0.5	)		0.5		(0.7	)
Other comprehensive income		1.2		(3.1	)		2.8		(3.7	)		0.6		(1.9	)		—		(0.1	)

The sensitivity analysis is limited to the period / year end exposure and therefore does not reflect the exposure and inherent risk during the year.

Liquidity risk

This is the risk that the Group will have insufficient funds available in the right currency to settle its obligations as they fall due.

The Group generates funds from operational activities in excess of its operational requirements and has substantial cash balances available for its current investment activities.

The Board reviews the funding requirement of the Group as part of the budgeting and long-term planning processes and considers as necessary alternative possible sources of funding where the requirement is not satisfied by the Group’s forecast operational cash generation.

The Group manages liquidity risk by maintaining an adequate level of easily accessible cash reserves, in a currency profile representative of the Group’s cost base and matching customer and supplier terms where possible. The Group also has access to daily currency trading facilities which provides the ability to convert currency within the agreed settlement limits as required.

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	Less than 1 year		Between 2 and 5 years		Over five years		Total
	£m		£m		£m		£m
31 December 2021
Trade and other payables		46.0		—		—		46.0
Borrowings		120.0		—		—		120.0
Lease liabilities		11.1		47.0		64.0		122.1
Derivative financial instruments		32.4		—		—		32.4

31 December 2020
Trade and other payables		33.3		—		—		33.3
Lease liabilities		8.8		38.9		82.9		130.6
Derivative financial instruments		22.5		0.1		—		22.6

30 June 2020
Trade and other payables		33.8		—		—		33.8
Borrowings		107.0		—		—		107.0
Lease liabilities		9.3		32.0		101.9		143.2
Derivative financial instruments		30.8		—		—		30.8

30 June 2019
Trade and other payables		31.0		—		—		31.0
Derivative financial instruments		87.5		3.0		—		90.5

The Group holds sufficient funds to meet these commitments as they fall due.

Credit risk

This refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

The Group is exposed to credit risk on its financial assets; however, there is not deemed to be a significant exposure due to the nature of its customer base and the types of transaction that are undertaken.

Trade receivables consist of a large number of customers spread globally with the majority being in economically strong geographies. The Group’s customer base is predominantly government-funded institutions, pharmaceutical companies conducting research, and local distributors. The perceived risk of default is deemed to be low.

Further information on the Group’s trade receivable ageing and impairment can be found in note 19.

The Group generates significant levels of operational cash. Cash in excess of local operational requirements is remitted and managed centrally. Exposure to counterparty default risk is managed by limiting the concentration of funds and contracts held with individual financial institutions and ensuring funds are only placed with institutions or in products rated

BBB-

or above by Standard & Poor’s.

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Categories of financial instruments


	Carrying and fair value
	31 December 2021			31 December 2020			30 June 2020			30 June 2019
	£m			£m			£m			£m
Financial instruments held at amortized cost
Trade receivables		33.2			28.0			31.4			29.3
Other receivables		2.8			2.8			3.9			2.5
Cash and cash equivalents		95.1			211.9			187.3			87.1
Trade and other payables		(46.0	)		(33.3	)		(33.8	)		(31.0	)
Borrowings		(120.0	)		—			(107.0	)		—
Lease liabilities		(110.5	)		(117.0	)		(127.8	)		—

Financial instruments held at fair value
Derivative financial instruments		0.3			0.2			(1.2	)		(1.9	)
Investment		3.5			3.1			6.7			0.8

The Directors consider there to be no material difference between the carrying value and the fair value of the financial instruments classified as held at amortized cost. For the items classified as held at fair value, the fair value is recognized on the balance sheet as the carrying amount.

Financial instruments held at fair value

Financial instruments that are measured at fair value are classified using a fair value hierarchy that reflects the source of inputs used in deriving the fair value. The three classification levels are:

•

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

•

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

•

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable market inputs).

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	Level 1 £m		Level 2 £m			Level 3 £m		Total £m
31 December 2021
Assets
Derivative financial instruments		—		0.5			—		0.5
Investment		1.0		—			2.5		3.5

		1.0		0.5			2.5		4.0

Liabilities
Derivative financial instruments		—		(0.2	)		—		(0.2	)

		—		(0.2	)		—		(0.2	)

31 December 2020
Assets
Derivative financial instruments		—		0.3			—		0.3
Investment		1.2		—			1.9		3.1

		1.2		0.3			1.9		3.4

Liabilities
Derivative financial instruments		—		(0.1	)		—		(0.1	)

		—		(0.1	)		—		(0.1	)

30 June 2020
Assets
Derivative financial instruments		—		—			—		—
Investment		4.8		—			1.9		6.7
		4.8		—			1.9		6.7

Liabilities
Derivative financial instruments		—		(1.2	)		—		(1.2	)

		—		(1.2	)		—		(1.2	)

30 June 2019
Assets
Derivative financial instruments		—		0.2			—		0.2
Investment		0.8		—			—		0.8

		0.8		0.2			—		1.0

Liabilities
Derivative financial instruments		—		(2.1	)		—		(2.1	)

		—		(2.1	)		—		(2.1	)

Level 1 investments comprise listed equity securities in Plexbio, Inc. Further information is included in note 16.

Level 2 derivative financial instruments comprise forward foreign exchange contracts. The fair value is remeasured on a monthly basis with reference to available forward market rates and comparative instrument pricing.

Level 3 investments comprise

non-listed

equity securities in respect of a 13% stake in Brickbio, Inc. and, for the year ended 31 December 2021 includes a 14% stake in Somaserve Limited. The fair value is determined to be equal to the carrying amount of the investment and is reviewed periodically based on information available about the performance of the underlying business.

F-4

27. Share-based payments


	Year ended 31 December 2021 £m		Six months ended 31 December 2020 £m		Year ended 30 June 2020 £m		Year ended 30 June 2019 £m
Expense arising from share-based payment transactions:
Included in selling, general and administrative expenses		15.6		5.1		6.6		5.5
Included in research and development expenses		2.3		2.2		2.7		1.0

		17.9		7.3		9.3		6.5

Equity settled share-based payment expense		17.8		7.2		9.2		6.2
Cash settled share-based payment expense*		0.1		0.1		0.1		0.3

		17.9		7.3		9.3		6.5

*	The total liability as at 31 December 2021 was £0.2m (31 December 2020: £0.4m; 30 June 2020: £0.3m; 30 June 2019: £0.6m) of which less than £0.1m (31 December 2020: less than £0.1m; 30 June 2020: less than £0.1m; 30 June 2019: £nil) relates to options which have vested.

Equity settled share option schemes

The Group operates a number of share schemes for certain employees of the Group as follows:

•

2005 and 2015 Share Option Scheme (ISO/Unapproved) (SOS)

•

Company Share Option Plan 2009 (CSOP);

•

Long Term Incentive Plan (LTIP);

•

Profitable Growth Incentive Plan (PGIP);

•

Annual bonus plan—deferred share award (DSA);

•

Share Incentive Plan (SIP);

•

Non-Executive

Directors (NED) share award; and

•

2018, 2019 and 2020 Employee Share Scheme (AbShare);

Options or conditional share grants under each scheme have been aggregated.

The vesting period ranges from one to four years. Options which remain unexercised after a period of 10 years from the date of grant expire. Options are forfeited if the employee leaves the Group before they vest, save where the employee is deemed to be a ‘good leaver’ in which case options awarded are

pro-rated

to the leaving date.

F-

Share option plans: SOS and CSOP


	Year ended 31 December 2021					Six months ended 31 December 2020
	Number			Weighted average exercise price pence		Number			Weighted average exercise price pence
Outstanding at beginning of year / period		621,755			507.9		701,272			559.7
Forfeited		(57,329	)		727.3		(20,823	)		1,500.1
Exercised		(172,609	)		753.5		(58,694	)		774.0

Outstanding at end of year / period		391,817			726.5		621,755			507.9

Number of options exercisable at end of year / period		391,817			726.5		519,442			703.1


	Year ended 30 June 2020					Year ended 30 June 2019
	Number			Weighted average exercise price pence		Number			Weighted average exercise price pence
Outstanding at beginning of year		947,948			640.1		1,386,655			644.3
Forfeited		(72,526	)		1,259.1		(164,220	)		866.6
Exercised		(174,150	)		706.4		(274,487	)		525.6

Outstanding at end of year		701,272			559.7		947,948			640.1

Number of options exercisable at end of year		519,442			661.7		281,438			536.7

Analyzed by range of exercise price:

Grant year

Year ended
31 December 2021

Six months ended
31 December 2020

Number
outstanding

Weighted
average
remaining
contractual life

Number
outstanding

Weighted
average
remaining
contractual life

180.8p–464.0p

prior to 2016

122,688

2.2

years

184,725

2.9 years

598.0p

2016

59,852

3.8

years

99,780

4.8 years

851.0p

2017

94,632

4.8

years

137,463

5.8 years

1,020.0p

2018

114,645

5.8

years

199,787

6.8 years

391,817

4.2

years

621,755

5.1 years

Analyzed by range of exercise price:

Grant year

Year ended
30 June 2020

Year ended
30 June 2019

Number
outstanding

Weighted
average
remaining
contractual life

Number
outstanding

Weighted
average
remaining
contractual life

180.8p–464.0p

prior to 2016

197,901

3.4 years

256,955

4.3 years

598.0p

2016

111,033

5.3 years

155,327

6.3 years

851.0p

2017

161,372

6.3 years

214,798

7.4 years

1,020.0p

2018

230,966

7.3 years

320,868

8.4 years

701,272

5.7 years

947,948

6.7 years

Year
ended
31 December
2021

Six months
ended
31 December
2020

Year
ended
30 June
2020

Year
ended
30 June
2019

Weighted average share price at date of exercise

1,589.0p

1,396.4p

1,329.2p

1,310.5p

There were no grants issued under the SOS in the year ended 31 December 2021, the six months ended 31 December 2020 or the years ended 30 June 2020 and 30 June 2019.

Options issued under the SOS carry market-based performance conditions, whereby they will vest where the percentage growth in Abcam plc shares over the vesting period is equal or greater than the percentage growth of the FTSE AIM

All-Share

Index.

F-


	Year ended 31 December 2021
	LTIP 1 Dec 2021		LTIP 1 Dec 2021		DSA 26 October 2021
Share price at grant (pence)		1,699.0		1,699.0		1,337.0
Expected volatility		34%		33%		33%
Contractual life (years)		3.5 years		2 years		3 years
Expected dividend yield		0.00%		0.00%		0.71%
Risk-free interest rate		0.52%		0.43%		(0.06)%


	Six months ended 31 December 2020
	LTIP 7 Dec 2020		LTIP 7 Dec 2020		DSA 26 October 2020
Share price at grant (pence)		1,397.0		1,397.0		1,435.0
Expected volatility		36%		36%		35%
Contractual life (years)		3 years		2 years		3 years
Expected dividend yield		0.00%		0.00%		0.71%
Risk-free interest rate		(0.07)%		(0.07)%		(0.06)%


	Year ended 30 June 2020
	LTIP 14 Nov 2019		LTIP 9 March 2020		LTIP 9 March 2020		LTIP 9 March 2020		DSA 25 October 2019
Share price at grant (pence)		1,245.0		1.157.0		1,157.0		1,157.0		1,152.0
Expected volatility		30%		37%		35%		31%		30%
Contractual life (years)		3 years		1 year		2 years		3 years		3 years
Expected dividend yield		0.82%		0.88%		0.88%		0.88%		0.88%
Risk-free interest rate		0.47%		0.17%		0.11%		0.09%		0.44%


	Year ended 30 June 2019
	LTIP 7 Nov 2018		DSA 26 October 2018
Share price at grant (pence)		1,251.0		1,337.0
Expected volatility		26%		24%
Contractual life (years)		3 years		3 years
Expected dividend yield		0.81%		0.81%
Risk-free interest rate		0.91%		0.75%

The inputs to the Black-Scholes model, such as expected volatility, are based on the same calculation as those for the Monte Carlo simulation.

LTIP: All awards are subject to achievement of the performance conditions over a three year period and can be exercised over the following seven years. Save as permitted in the LTIP rules, awards lapse on an employee leaving the Company.

DSA: For those employees entitled to participate in the annual bonus plan, a portion of the bonus is awarded in the form of shares for which there is a compulsory holding period of two years and a requirement for continued employment before these fully vest to the employees (deferred shares). The number of deferred shares granted is dependent on certain performance criteria, comprising a

one-year

profit target and achievement of strategic and personal objectives.

Share award plans: PGIP

In Summer 2021, the Company approved a new share scheme (Profitable Growth Incentive Plan) which aims to align the reward to shareholders and incentivize key management employees & the executive directors to deliver the revenue growth ambition underpinned by ROCE. Upon vesting in April 2025, and subject to certain performance conditions being met, vested shares will be released as soon as practicable and will expire 30 days

F-5

from the vesting date. Certain awards within the PGIP are subject to tranche vesting with 25% of vested shares released immediately; 25% after six months; 25% after 12 months; and 25% after 18 months.


	Year ended 31 December 2021 Number
Outstanding at beginning of year / period		—
Granted		4,875,141
Forfeited		(2,139	)
Exercised		—

Outstanding at end of year / period		4,873,002

Number of options exercisable at end of year / period		—


	Year ended 31 December 2021
Weighted average fair value of awards granted		1,360.4p
Weighted average share price at date of exercise		—
Weighted average remaining contractual life		3.4 years

Fair values of the awards with a performance condition based on

non-market

conditions, for example EPS, are calculated using the Black-Scholes model. The inputs into the models for awards granted in the current and prior periods were as follows:


	Year ended 31 December 2021
	PGIP 14 July 2021		PGIP 14 September 2021
Share price at grant (pence)		1,341.0		1,508.0
Expected volatility		34%		34%
Contractual life (years)		4 years		4 years
Expected dividend yield		0.00%		0.00%
Risk-free interest rate		0.24%		0.27%

All employee share schemes: AbShare, SIPs

AbShare

In Autumn 2018, the Company launched a share scheme (AbShare) where all employees globally, excluding Executive Directors, are eligible to participate. Each employee who participates is required to contribute 5% of their salary spread across three years (therefore equating to 1.67% per annum). Upon vesting in November 2021, and subject to certain performance conditions being met, the funds contributed have been used as consideration for the issue of the predetermined number of shares to the employee with the Company issuing a further 10 shares for each share issued.


	Year ended 31 December 2021 Number			Six months ended 31 December 2020 Number			Year ended 30 June 2020 Number			Year ended 30 June 2019 Number
Outstanding at beginning of year / period		2,001,505			1,723,183			1,564,167			—
Granted		110,633			345,510			348,425			1,694,429
Forfeited		(306,059	)		(65,802	)		(187,715	)		(130,262	)
Exercised		(1,806,079	)		(1,386	)		(1,694	)		—
Outstanding at end of year / period		—			2,001,505			1,723,183			1,564,167
Number of options exercisable at end of period / year		—			—			—			—

Year
ended
31 December
2021

Six months
ended
31 December
2020

Year
ended
30 June
2020

Year
ended
30 June
2019

Weighted average fair value of awards granted

1,280.2p

1,288.9p

1,137.8p

1,131.4p

Weighted average remaining contractual life

—

0.9 years

1.4 years

2.4 years

F-5


	Year ended 31 December 2021		Six months ended 31 December 2020		Year ended 30 June 2020		Year ended 30 June 2019
Share price at grant (pence)		1,345.0		1,397 .0		1,244.6		1,251.0
Expected volatility		32%		39%		34%		26%
Contractual life (years)		0.5 years		1 year		2 years		3 years
Expected dividend yield		0.00%		0.00%		0.82%		0.81%
Risk-free interest rate		0.00%		(0.06)%		0.52%		0.91%

The inputs to the Black-Scholes model, such as expected volatility, are based on the same calculation as those for other schemes.

SIP

Up until October 2018, all

UK-based

employees were eligible to participate in the SIP whereby employees could purchase shares in the Company. These shares are referred to as Partnership Shares and are held in trust on behalf of the employee. For every Partnership Share bought by the employee up to a limit of £1,800 per tax year the Company will give the employee one share (Matching Shares), provided the employee remains employed by the Company for a period of at least three years.

Employees must withdraw their shares from the plan upon leaving the Company and will not be entitled to the Matching Shares if they leave within three years of purchasing the Partnership Shares.

In addition to this, also up until October 2018, the Company also awarded shares to employees (Free Shares) with a value of up to £3,600 per tax year. There are no vesting conditions attached to the Free Shares, other than being continuously employed by the Company for three years from the date of grant.

F-5

The fair value of Matching Shares and Free Shares is determined as the market value of the shares at the date of grant. No valuation model is required to calculate the fair value of awards under the SIP. The fair value of an equity-based payment under the SIP is the face value of the award on the date of grant because the participants are entitled to receive the full value of the shares and there are no market-based performance conditions attached to the awards.


	Number of free shares
	Year ended 31 December 2021			Six months ended 31 December 2020			Year ended 30 June 2020			Year ended 30 June 2019
Outstanding at beginning of year / period		273,852			302,023			351,187			447,841
Granted during year / period		—			—			—			—
Forfeited during year / period		(493	)		(657	)		(7,423	)		(18,982	)
Exercised during year / period		(40,969	)		(27,514	)		(41,741	)		(77,672	)

Outstanding at end of year / period		232,390			273,852			302,023			351,187

Exercisable at end of year / period		232,390			273,852			215,268			167,425


	Number of matching shares
	Year ended 31 December 2021			Six months ended 31 December 2020			Year ended 30 June 2020			Year ended 30 June 2019
Outstanding at beginning of year / period		71,381			77,534			88,539			115,928
Granted during year / period		—			—			—			7,323
Forfeited year / period		(692	)		(597	)		(2,203	)		(7,227	)
Exercised during year / period		(10,799	)		(5,556	)		(8,802	)		(27,485	)

Outstanding at end of year / period		59,890			71,381			77,534			88,539

Exercisable at end of year / period		59,890			71,381			72,009			48,333

Year
ended
31 December
2021

Six months
ended
31 December
2020

Year
ended
30 June
2020

Year
ended
30 June
2019

Weighted average fair value of options granted

—

1,042.0p

Other awards: NED share award

A component of the

Non-Executive

Directors’ remuneration is delivered as a fixed number of fully paid ordinary shares in the first open period following the announcement of annual results of the financial year to which the award relates.

28. Retirement benefit schemes

Year

ended
31 December
2021

Six months

ended
31 December
2020

Year

ended
30 June
2020

Year

ended
30 June
2019

£m

Total charge to income statement in respect of defined contribution schemes

6.5

2.8

4.5

3.5

Defined contribution schemes

The

UK-based

employees of the Group have the option to join a defined contribution pension scheme managed by a third party pension provider. For each member the Company contributes a fixed percentage of salary to the scheme.

Employees of the Group’s subsidiaries in the US, Japan, China and Hong Kong are members of state-managed retirement benefit schemes. Depending on location, the subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit schemes to fund the benefits.

F-56

at 31 December

2021

, contributions of £

1.1

m (31 De

cem

ber 2020: £

0.5

m; 30 June 2020: £

0.5

m; 30 June 2019: £

0.3

m) due in respect of the current reporting period had not been paid over to the schemes.

29. Business combinations

Year ended 31 December 2021

BioVision

On 26 October 2021, Abcam US Group Holdings Inc, a subsidiary of Abcam Plc, acquired 100% of the issued share capital of NKY Biotech US, Inc from Boai NKY Biotech Co. Ltd for total cash consideration of $349.9 million (£253.8 million) and acquisition expenses of £7.8 million. NKY Biotech US, Inc has one wholly owned subsidiary, BioVision Inc (collectively ‘BioVision’). BioVision is a leading provider of biochemical and cell-based assays for biological research. It also develops, produces, and sells a wide portfolio of other products including recombinant proteins, antibodies, enzymes, and biochemical compounds.

The acquisition accelerates accelerate Abcam’s strategic ambitions within the adjacent biochemical and cellular assay market and aligns with existing areas of research focus including oncology, immuno-oncology, neuroscience, and epigenetics.

The provisional fair value of identifiable net assets acquired was as follows:


	£m
Non-current assets
Intangible assets		80.6
Property, plant and equipment		0.8
Right-of-use assets		1.9
Deferred tax asset		0.3
Current assets
Inventory		8.1
Trade and other receivables		3.3
Cash and cash equivalents		10.0
Current liabilities
Trade and other payables		(2.3	)
Lease liabilities		(1.7	)
Non-current liabilities
Deferred tax liabilities		(23.6	)
Lease liabilities		(0.6	)

Total identifiable assets acquired		76.8
Goodwill		177.0

Total consideration		253.8


	£m
Consideration
Total consideration		253.8
Adjustment for settlement of pre-existing relationship		1.4
Adjustment for working capital claim		1.1
Consideration paid in cash		256.3



	£m
Net cash outflow on acquisition
Consideration paid in cash	256.3

Adjustment for settlement of pre-existing relationship	(1.4	)
Acquired cash and cash equivalents	(10.0	)

Net cash outflow on acquisition	244.9

Prior to acquisition, BioVision was a supplier of products to Abcam and there was a trading balance of £1.4m outstanding at the acquisition. As such, the consideration and total identifiable net assets acquired have been adjusted to reflect this

pre-existing

relationship, which was effectively settled upon acquisition.

F-57

The consideration has also been adjusted by £1.1m, for a claim lodged with the seller subsequent to the close date. Consideration for the issued share capital of NKY was adjustable for certain net working capital balances, for which an estimate was provided on the close date. Subsequent to completing the acquisition it was noted that the actual net working capital balance fell short of the estimated balance and so the consideration has been adjusted downward by £1.1m accordingly. The cash inflow arising from this arrangement had not been received as at 31 December 2021 and so a receivable for £1.1m has been recognized on the Group’s consolidated balance sheet.

The goodwill recognized is attributable to the expertise of the assembled workforce, potential new technology and products and leveraging Abcam’s global channels to market.

Since the date of acquisition to 31 December 2021 the acquisition contributed £2.6m to the Group’s revenue and a loss before tax of £2.6m. The effect on adjusted profit before tax was £1.4m which is before taking into account the effects of the amortization of acquisition intangibles and

amortization

of fair value adjustments as described in note 7.

Had BioVision been acquired on 1 January 2021, the Group revenue would have been £331.6m

and

the profit before tax would have been £9.8m.

Six months ended 31 December 2020

No business combinations were undertaken during the period.

Year ended 30 June 2020

The Group made a number of acquisitions during the year. Had all of the acquisitions been completed and consolidated on 1 July 2019, the Group revenue would have been £265.6m, the profit before tax would have been £7.5m and the adjusted profit before tax would have been £45.2m. Acquisitions are set out below.

Expedeon

On 1 January 2020, the Group acquired 100% of the share capital of Expedeon Holdings Limited, including certain subsidiaries and certain other assets from Expedeon AG. This represented the proteomics and immunology business of Expedeon and was for total cash consideration of €122.5m (£104.2m) and acquisition expenses of £4.1m which are described in note 7.

This acquisition accelerates Abcam’s ambitions within the complementary antibody conjugation and labelling market and provides opportunities to combine technologies to create new value adding products to support customer needs.

The fair value of identifiable assets acquired was as follows:


	£m
Non-current assets
Intangible assets		47.7
Other non-current assets		0.8
Net current assets		5.9
Non-current liabilities
Deferred tax on intangibles		(11.9	)

Total identifiable assets acquired		42.5
Goodwill		61.7

Total consideration		104.2


	£m
Net cash outflow on acquisition
Consideration paid in cash		104.2
Acquired cash and cash equivalents		(2.3	)

		101.9

F-

Other

net current assets comprised inventory of £

2.8

m, cash of £

2.3

m, trade and other receivables of £

1.9

m and trade payables of £

1.1

m. The goodwill recognized is attributable to the expertise of the assembled workforce, potential future relationships with customers and potential new technology.

Since the date of acquisition to 30 June 2020 the acquisition contributed £5.9m to the Group’s revenue and a profit before tax of £0.3m. The effect on adjusted profit before tax was £2.0m which is before taking into account the effects of the amortization of acquisition intangibles as described in note 7.

Gene editing and oncology business

On 30 January 2020, the Group acquired certain assets and employees comprising the gene editing and oncology business of Applied StemCell, Inc. (Applied Stem Cell) for an initial consideration of US $9.4m (£7.1m).

Abcam intends to expand the Applied Stem Cell platform to become its discovery engine for developing novel edited cell lines, building upon its existing portfolio of knockout cell lines.

The fair value of identifiable assets acquired was as follows:


	Provisional fair value £m		Adjustment* £m			Final fair value £m
Non-current assets
Intangible assets		3.3		(2.2	)		1.1
Current assets		0.2		—			0.2

Total identifiable assets acquired		3.5		(2.2	)		1.3
Goodwill		3.6		2.2			5.8

Total consideration		7.1		—			7.1


	£m
Cash outflow on acquisition
Consideration paid in cash		7.1

During the six months ended 31 December 2020, a review was undertaken of the performance of historical acquisitions. In respect of Applied Stem Cell, it was determined that the additional knowledge gained of the marketplace in which Applied Stem Cell operates caused the initial valuation of the acquisition intangibles to be revisited as permitted by IFRS 3 ‘Business Combinations’ within the first 12 months of ownership. This has resulted in a reduction in the initial valuation of acquisition intangibles from that originally presented in the consolidated financial statements for the fiscal year ended 30 June 2020 with a corresponding increase in goodwill. In accordance with the requirements of IFRS 3 ‘Business Combinations’, this adjustment has been recorded within the fiscal year ended 30 June 2020.

Other current assets comprised inventory of £0.2m. The goodwill recognized is attributable to the expertise of the assembled workforce and potential new technology.

Since the date of acquisition to 30 June 2020 the acquisition contributed £0.4m to the Group’s revenue and a profit before tax of £0.1m over the same period. The effect on adjusted profit before tax was £0.2m which is before taking into account the effects of the amortization of acquisition intangibles as described in note 7.

During the six months ended 31 December 2020, the consideration was adjusted to US $10.2m (£7.7m) following the finalization of certain costs to be reimbursed by the seller for an amount that was less than had been estimated at the acquisition date.

Marker Gene Technologies, Inc.

On 4 March 2020, the Group acquired 100% of the share capital of Marker Gene Technologies, Inc. (MGT) for total consideration of $2.2m (£1.7m), of which $0.3m (£0.2m) is deferred for 18 months from the acquisition date, $0.7m (£0.6m) in new ordinary shares and $1.2m (£0.9m) in cash. Deferred consideration was settled during the year ended 31 December

2021

F-59

MGT has expertise in the areas of biology, organic synthesis and fluorescence chemistry and the team is experienced in the creation of detection tools that enable enhanced understanding of biological processes. This acquisition brings additional proprietary assay development technologies and labelling capabilities.

The fair value of identifiable assets acquired was as follows:


	£m
Non-current assets
Intangible assets		0.4
Net current assets		0.6
Non-current liabilities
Deferred tax on intangibles		(0.1	)

Total identifiable assets acquired		0.9
Goodwill		0.8
Total consideration		1.7


	£m
Net cash outflow on acquisition
Consideration paid in cash		0.9
Acquired cash and cash equivalents		(0.3	)

		0.6

Net current assets comprised inventory of £0.3m, cash £0.3m trade receivables of £0.1m and trade payables of £0.1m. The goodwill recognized is attributable to the expertise of the assembled workforce.

Since the date of acquisition to 30 June 2020 the acquisition contributed £0.1m to the Group’s revenue and a profit before tax of £0.1m over the same period. The effect on adjusted profit before tax was also £0.1m.

Year ended 30 June 2019

On 24 January 2019, the Group completed the acquisition of 100% of the share capital of Calico Biolabs, Inc. (Calico), a developer of recombinant rabbit monoclonal antibodies for diagnostic and biopharmaceutical companies, for total cash consideration of $4.6m (£3.6m), of which $0.9m (£0.7m) was deferred for 12 months from the acquisition date and paid during the year ended 30 June 2020.

The acquisition strategically expanded Abcam’s leading position in rabbit monoclonal antibodies, bringing a small catalogue of ready-made antibodies for immunohistochemistry (IHC) applications in addition to custom development services.

The fair value of identifiable assets acquired was as follows:


	£m
Non-current assets
Intangible assets		0.6
Net current assets		0.2

Total identifiable assets acquired		0.8
Goodwill		2.8

Total consideration		3.6

Net current assets comprised cash of £0.1m, trade receivables of £0.2m and trade payables of £0.1m. The goodwill recognized is attributable to the expertise of the assembled workforce.

Since the date of acquisition to 30 June 2019, the acquisition contributed £0.3m to the Group’s revenue and a loss before tax of £0.1m over the same period. The effect on adjusted profit before tax was also a loss of £0.1m. Had Calico been consolidated from 1 July 2018, Group revenues and profit before tax for the year ended 30 June 2019 would have been £260.5m and £56.0m, respectively.

F-

30. Related party transactions

Remuneration of Directors and key management personnel

Key management personnel comprises the

Non-Executive

Directors, the Executive Directors and the Executive Leadership Team.

The

Non-Executive

Directors’ fees represent amounts received in cash and an element receivable in shares.


	Directors’ remuneration								Key management personnel (including Directors)
	Year ended 31 December 2021 £m		Six months ended 31 December 2020 £m		Year ended 30 June 2020 £m		Year ended 30 June 2019 £m		Year ended 31 December 2021 £m		Six months ended 31 December 2020 £m		Year ended 30 June 2020 £m		Year ended 30 June 2019 £m
Short-term employee benefits and fees		2.9		1.4		1.6		1.6		5.0		2.4		4.3		4.3
Post-employment benefits		0.1		—		0.1		0.1		0.1		0.1		0.2		0.2
Share-based payments		4.8		0.7		1.8		1.6		8.2		0.8		2.3		2.1

		7.8		2.1		3.5		3.3		13.3		3.3		6.8		6.6

Directors’ transactions

During the year ended 31 December 2021, the Group made purchases from companies related to Directors of £nil (6 months ended 31 December 2020: £nil; year ended 30 June 2020: £nil; year ended 30 June 2019: less than £0.1m) of which the balance outstanding at 31 December 2021 was £nil (31 December 2020: £nil; 30 June 2020: £nil; 30 June 2019: £0.1m). Total sales to companies related to the Directors was less than £0.1m (6 months ended 31 December 2020: less than £0.1m; year ended 30 June 2020: less than £0.1m; year ended 30 June 2019: less than £0.1m), of which less than £0.1m (31 December 2020: less than £0.1m; 30 June 2020: less than £0.1m; 30 June 2019: less than £0.1m) was outstanding as at 31 December 2021.

31. Transition period comparative data

The following table presents certain information for the six months ended 31 December 2020 and 2019 respectively:


	Six months ended 31 December 2020 £m		Six months ended 31 December 2019 £m
Revenue		147.5		138.2
Gross profit		104.6		96.3
Profit before tax		15.6		26.0
Tax		(2.8)		0.1
Profit for the period		12.8		26.1
Basic EPS		5.8p		12.7p
Diluted EPS		5.8p		12.7p
Weighted average number of ordinary shares for the purposes of basic EPS		219.6		205.3
Weighted average number of ordinary shares for the purposes of diluted EPS		222.0		207.2

32. Post balance sheet events

There were no adjusting or

non-adjusting

events between the reporting date and the date the financial statements were authorized for issue.

F-61


Report of Independent Registered Public Accounting Firm (PCAOB ID 876)			F-2
Consolidated income statements			F-5
Consolidated statements of comprehensive income			F-6
Consolidated balance sheets			F-7
Consolidated statements of changes in equity			F-8
Consolidated cash flow statements			F-9
Notes to the consolidated financial statements			F-10


	Carrying amount £m		Remaining amortization Years
Expedeon CaptSure technology		22.4		14
Expedeon antibody labelling and conjugation technology		15.8		14
Epitomics RabMAb ® technology		8.9		5
Firefly BioWorks Multiplex and assay technology		11.3		8
Roche licence agreement		6.4		7
BioVision Metabolism Assays & Proteins		77.5		10