Directors' Report for the Year Ended
December 31, 1997
The Directors present their annual report together with the audited financial statements for the year ended December 31, 1997.
REVIEW OF THE DEVELOPMENT OF THE BUSINESS
The principal activities of the Group are the development, manufacture and marketing of rapid on-site and laboratory based tests for the diagnosis of infectious diseases and marketing of pregnancy tests. During the year the Group continued to expand and develop its core activities.
On January 1, 1997 the Group acquired Clark Laboratories Inc. for a consideration of IR£5,312,951. For further information see note 21 to the consolidated financial statements.
On July 1, 1997 the Group acquired Centocor UK Holdings Ltd. for a consideration of IR£4,129,403. For further information see note 21 to the consolidated financial statements.
RESULTS FOR THE YEAR AND STATE OF AFFAIRS AS AT DECEMBER 31, 1997
The consolidated profit and loss account for the year ended December 31, 1997 together with the consolidated balance sheet at that date are set out on pages 17 and 18 respectively. The profit for the financial year was IR£849,697 (1996: loss IR£468,204) with shareholders' funds standing at IR£4,996,280 (1996: IR£6,248,547).
DIVIDENDS AND RETENTION
No dividends or transfers to reserves are recommended by the Directors.
FUTURE DEVELOPMENTS
The Group will continue to pursue new developments through its research & development programme and the expansion of existing activities through its marketing programme.
RESEARCH AND DEVELOPMENT
The Group continued the development of tests for other infectious diseases using the Uni-Gold one-step format.
HEALTH AND SAFETY
The Group ensures the safety of its employees through the operation of a safety policy set out in its Corporate Safety Statement. The Statement is based on the requirements of employment legislation including The Safety, Health and Welfare at Work Act, 1989.
SUBSIDIARY UNDERTAKINGS
The information required by the Companies (Amendment) Act, 1986 in relation to subsidiary and associated undertakings is given in Note 27 to the financial statements.
DIRECTORS
Mr. Reginald Lenna resigned from the Board of Directors on 14 May, 1997. Dr. Allan Pronovost was appointed to the Board of Directors on 5 December, 1997. In accordance with the Company's Articles of Association, Dr. Denis Burger retires by rotation and being eligible offers himself for re-election.
DIRECTORS' AND SECRETARY'S INTERESTS
The Directors and the Secretary held the following interests in the Company as at December 31, 1997:
| Number of 'A' shares IR£0.01 each owned beneficially | Number of options |
||||
| Dec | Dec | Dec | Dec | ||
| 1996 | 1997 | 1996 | 1997 | ||
| Ronan O'Caoimh | 135,000 | 905,000 | 1,180,000 | 479,000 | |
| Brendan Farrell | 45,000 | 430,000 | 751,875 | 436,875 | |
| Jonathan O'Connell * | 60,000 | 460,000 | 621,000 | 277,000 | |
| Dr. Jim Walsh | - | 500,000 | 810,000 | 380,000 | |
| Dr. Denis Burger + | 195,000 | 391,000 | 455,000 | 239,000 | |
| Dr. Allan Pronovost | - | - | - | - | |
* Secretary
+ 50,000 of these shares are held by Sovereign Ventures, a general partnership in the United States of America, 50% owned by Dr. Denis Burger.
The 'B' ordinary shares of Trinity Research Limited are beneficially owned by, among others, Ronan O'Caoimh, Brendan Farrell, Jonathan O'Connell and Dr. Jim Walsh.
CONTRACTS WITH DIRECTORS
There were no contracts or arrangements during the financial year in which a director was materially interested and which were significant in relation to the business.
IMPORTANT EVENTS SINCE YEAR END
There are no important events since year end.
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
Irish Company law requires the Directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing those financial statements, the Directors are required to:
The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Acts, 1963 to 1990 and the European Communities (Companies: Group Accounts) Regulations, 1992. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
AUDITORS
Ernst and Young, Chartered Accountants, have expressed their willingness to continue in office in accordance with Section 160 (2) of the Companies Act, 1963.
On behalf of the Board
Ronan O'Caoimh
Jonathan O'Connell
Directors
Date: 5th March 1998