FINANCIAL
REPORT
FOR THE YEAR ENDED
30 JUNE 2018
ADALTA LTD
ABN 92 120 332 925
CORPORATE DIRECTORY
DIRECTORS
Dr Paul MacLeman
Ms Samantha Cobb
Dr James Williams
Ms Elizabeth McCall
Dr John Chiplin
Dr Robert Peach
COMPANY SECRETARY
Cameron Jones
REGISTERED OFFICE
Unit 15
2 Park Drive
Bundoora VIC 3083
Telephone: +61 3 9479 5159
Email: enquiries@adalta.com.au
Website: adalta.com.au
STOCK EXCHANGE
Australian Securities Exchange Limited
Level 4, North Tower Rialto
525 Collins Street
Melbourne VIC 3000
ASX CODE
1AD
SHARE REGISTRY
Automic Registry Services
Suite 310, Level 3
50 Holt Street
Surrey Hills NSW 2010
Telephone: 1300 288 664
Website: automic.com.au
AUDITOR
Butler Settineri (Audit) Pty Ltd
Unit 16, First Floor
100 Railway Road
Subiaco WA 6008
BANKERS
Westpac Banking Corporation
SOLICITORS
Lander & Rogers
Level 12, 600 Bourke Street
Melbourne VIC 3000
AdAlta Limited Annual Report 2018
2
CONTENTS
DIRECTORS’ REPORT ........................................................ 6
AUDITOR’S INDEPENDENCE DECLARATION ....................22
CORPORATE GOVERNANCE STATEMENT .......................23
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME ................................ 24
STATEMENT OF FINANCIAL POSITION ........................... 25
STATEMENT OF CHANGES IN EQUITY ............................26
STATEMENT OF CASH FLOWS ........................................27
NOTES TO THE FINANCIAL STATEMENTS ........................28
DIRECTORS’ DECLARATION ............................................47
INDEPENDENT AUDITOR’S REPORT ................................ 48
SHAREHOLDER INFORMATION .......................................53
AdAlta Limited Annual Report 2018
3
AdAlta Limited Annual Report 20184 CHAIRMAN’S LETTERIt is my pleasure to open the financial year 2018 annual report looking back upon a year of notable achievements for AdAlta as we progress our new lead candidate to the clinic.During the year we made great advancement in demonstrating the strength of the AdAlta drug development platform and the therapeutic potential of the i-body. Off the back of this effort, just after year end, we successfully completed a placement to institutional and sophisticated investors as well as a share purchase plan with existing shareholders raising $4.73 million for manufacturing and preclinical studies of our lead candidate, AD-214.When AdAlta listed in 2016, we made clear our objective to partner our i-body platform to generate early revenues. We listed with an i-body demonstrated as a CXCR4 antagonist and chose to focus on Idiopathic Pulmonary Fibrosis, which is a rare disease with high unmet patient need and a disease area with a precedent of early stage agreements.In line with this objective, one of the most commercially significant activities to occur throughout the year was the redesign of what was our lead candidate, AD-114, into what is now an Fc-fusion molecule that we’ve called AD-214. With AD-214, we now have a more potent therapeutic with a longer half-life for less frequent dosing – and ultimately a more attractive product for potential pharmaceutical partners.We have been able to apply to AD-214 all the preclinical work undertaken prior to the redesign and, importantly, we carried over our Orphan Drug status with the US FDA. This is important because in February we announced the peer reviewed publication of our data which showed that CXCR4 is an important alternative target for treating IPF and fibrotic diseases, and that our i-body molecule selectively blocks migration of some of the cells implicated in fibrosis without impacting healthy tissue. This data was published in Scientific Reports, a prestigious journal from the publishers of Nature, giving further weight to the credibility of AdAlta’s i-body as a therapeutic.While the two marketed treatments Nintedanib and Pirfenidone provide relief for some IPF patients, not all can tolerate the side effects nor respond to these available treatments, making further treatment options greatly needed. Later in this report, we set out the competitive landscape for IPF treatments in more detail. Unlike other disease areas, the drug development field for IPF treatments is small, and with drugs being partnered either during or at the end of Phase 1, companies developing drugs in this space can deliver short term returns to investors.Reflecting now on the landscape in which AdAlta operates, we were very interested to see next generation antibody developer Ablynx Inc acquired by pharmaceutical giant Sanofi for EUR 3.9 billion. While more clinically advanced with a number of partnerships, Ablynx has perhaps the closest technology to AdAlta at the platform level, so this acquisition sets the vision for where we think our next generation antibody technology – our i-body platform could take us, and further validates the Company’s business objectives.On behalf of the Board, sincere thanks to all investors who have supported us through the last 12 months, and thanks also to our CEO and Managing Director Sam Cobb and the team for their tireless efforts throughout the year. We expect the upcoming year to continue to deliver strong results and growth for AdAlta and its investors.Paul MacLemanChairmanAdAlta Limited Annual Report 20185 DIRECTORS’ REPORT
The Directors of AdAlta Limited (“AdAlta” or “the Company”) submit herewith the annual report of the Company for the financial
year ended 30 June 2018. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
Information about the Directors
The names and particulars of the Directors of the Company during or since the end of the financial year are:
Paul MacLeman MBA, BVSc, Grad Dip Tech, Grad Cert Eng, GAICD, MATT
Chairman and non-executive Director, joined the Board 16 April 2015. Paul has over 20 years’ experience across the life sciences sector;
encompassing technical, commercial and financial areas. With a career-spanning veterinary practice, pharmaceuticals, biotechnology,
diagnostics and finance, Paul has expertise in capital raising, business development, research management, technology commercialisation,
staff development, and sales and marketing. He has also founded life sciences start-ups in the biologics area and worked in investment banking
focusing on the analysis and financing of technology companies. Paul has previously served as Director and CEO of several VC funded, ASX,
NASDAQ and TSX listed companies. Paul is also current Chairman of LiVac Pty Limited and is a Non-Executive Director of Sypharma Pty Limited.
Samantha Cobb BSc, MApL, GAICD
Managing Director / CEO, appointed 29 June 2007. Sam is the founding CEO of AdAlta and has over fifteen years experience in business
development and commercialisation of early stage scientific technologies. Prior to AdAlta, Sam was the Business Development Director at the
Co- operative Research Centre for Diagnostics. Sam has also worked for the biotech start-up companies Sensologix Inc and Nephrogenix Pty Ltd
and at the University of Queensland’s technology commercialisation companies, Uniquest Pty Ltd and IMBcom Pty Ltd. Sam has a Bachelor of
Science, a Masters of Intellectual Property Law and has completed the Australian Institute of Company Directors course.
Dr James Williams BSc (Hons), MBA, PhD, GAICD
Non-Executive Director, joined the Board 16 December 2010. Dr Williams is co-founder and Investment Director of Yuuwa Capital LP, a venture
capital firm based in Western Australia. Prior to establishing Yuuwa Capital, he was managing Director of two medical device companies, ASX-
listed Resonance Health Limited and Argus Biomedical Pty Ltd, both of which secured regulatory approvals under his leadership. Dr Williams
conceived, co-founded and is a former CTO and Director of iCeutica Inc., a clinical stage nano drug reformulation company. iCeutica was
acquired by Philadelphia-based Iroko Pharmaceuticals in 2011. Dr Williams is non-executive Director of Dimerix Limited (ASX:DXB) and a Director
of Yuuwa investee companies PolyActiva Pty Ltd and iCetana Pty Ltd. He is also a Director of the Tailor Made Spirits Company Ltd, Linear Clinical
Research Ltd, a specialist early phase trial unit and a member of the “Panel of Experts” for the University of Western Australia’s Pathfinder Fund.
Elizabeth (Liddy) McCall LLB., B.Juris, B.Com (Hons), GDipApFin (SIA), GAICD
Non-Executive Director, joined the Board 16 December 2010. Liddy is a co- founder and Investment Director of Yuuwa Capital LP. Liddy is also
a Director of various unlisted Yuuwa investee companies. Her experience includes a range of roles in drug development and medical device
companies, including business development and finance. She was co- founder and Director of iCeutica Inc. Liddy was also a co-founder
of Dimerix Limited (now an ASX-listed clinical stage drug discovery and development company) and held various executive roles during its
establishment and growth. Liddy was co-founder and Director of Tessitura Pty Ltd, a consulting company providing services to the biotechnology
industry. Previously, Liddy was an Associate Director in the Corporate Advisory Company of Macquarie Bank and prior to that worked as a
lawyer with a leading Australian law firm.
John Chiplin BPharm, PhD, MRPharmS
Non-Executive Director, appointed 16 May 2014. John has significant international experience in the life science and technology industries,
from both an operational and investment perspective. Recent transactions in which John has been instrumental include Benitec BioPharma (US
IPO), Medistem Inc. (acquired by Intrexon Corporation for US$26 million), former CEO of ASX-listed Arana Therapeutics (acquired by Cephalon
Inc. for US$200 million), and Domantis (acquired by GSK for £230 million). Immediately prior to running Arana, John was head of the ITI Life
Sciences investment fund in the UK, negotiating significant funding with Government Ministers. His own investment company, Newstar Ventures
Ltd., has funded more than a dozen early stage companies in the past ten years. John currently serves on the boards of Batu Biologics, Cynata
Therapeutics Limited (ASX: CYN), Scancell Holdings plc (LSE: SCLP), Sienna Cancer Diagnostics Limited (ASX: SDX) and ScienceMedia Inc.
Robert Peach BSc, MSc, PhD
Non-Executive Director, appointed 14 November 2016. Dr Peach has over 25 years of drug discovery and development experience in the
Pharmaceutical and Biotechnology industry. In 2009 he co-founded Receptos, becoming Chief Scientific Officer and raising $59M in venture
capital and $800M in an IPO and three subsequent follow-on offerings. In August 2015 Receptos was acquired by Celgene for $7.8B. Robert
held senior executive and scientific positions in other companies including Apoptos, Biogen Idec, IDEC and Bristol-Myers Squibb, supporting
in-licensing, acquisition and venture investments. His extensive drug discovery and development experience in autoimmune and inflammatory
diseases, and cancer has resulted in multiple drugs entering clinical trials and 3 registered drugs. He currently serves on the Board of Directors
of Innate Immunotherapeutics (ASX:IIL) and Avalia Immunotherapies and is a consultant for several other biotechnology companies. Robert is the
co-author of 70 scientific publications and book chapters, and 17 patents. He was educated at the University of Canterbury and the University of
Otago, New Zealand.
The above named Directors held office during the whole of the financial year and since the end of the financial year unless
otherwise indicated.
AdAlta Limited Annual Report 2018
6
Directors’ shareholdings
The following table sets out each Director’s relevant interest in shares, debentures and rights or options in shares or debentures of
the Company as at the date of this report:
Directors
Paul MacLeman
Samantha Cobb
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Fully paid ordinary shares Number
Options under ESOP Number
439,636
1,443,843
54,159,848
54,159,848
810,883
-
30,000
1,750,000
-
-
20,000
200,000
1James Williams and Elizabeth McCall’s interests are partly held (54,059,848 ordinary shares) indirectly through Yuuwa Capital LP, a venture
capital firm managed by its General Partner which is associated with James Williams and Elizabeth McCall
Company Secretary
Cameron Jones B.Bus, CA
Cameron Jones is a Chartered Accountant and holds a Certificate in Governance (Practice) from the Governance Institute of
Australia. Cameron is a Director of Bio101Group Pty Ltd, a wholly owned subsidiary of BTC health Limited providing life science
companies with accounting, back office administration and company secretarial solutions.
Dividends
No dividends have been paid or declared since the start of the financial year and the Directors have not recommended the
payment of a dividend in respect of the financial year.
Shares under option or issued on exercise of options
(a) Details of unissued shares or interests under option as at the date of this report are:
Number of shares under option
Class of shares
Exercise price of option
Expiry date of options
234,472
600,000
1,150,000
650,000
350,000
350,000
200,000
200,000
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
$0.17
$0.17
$0.25
$0.50
$0.75
$1.00
$0.31
$0.31
1 November 2020
16 October 2020
14 November 2021
14 November 2021
14 November 2021
14 November 2021
30 September 2021
30 September 2022
The holders of these options do not have the right to participate in any share issue of the Company.
(b) Details of ordinary shares issued by the Company during the year on the exercise of options are:
Date option exercised
Issue price of shares
Number of shares issued
25 September 2017
4 December 2017
$0.09
$0.17
AdAlta Limited Annual Report 2018
146,544
588,411
7
Indemnification of officers and auditors
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company (as named
above), the company secretary and all executive officers of the Company and of any related body corporate against a liability
incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of
insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified
or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such
an officer or auditor.
Directors’ meetings
The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the
financial year and the number of meetings attended by each Director (while they were a Director or committee member). During
the financial year, thirteen Board meetings were held.
Directors
Paul MacLeman
Samantha Cobb
James Williams
Liddy McCall
John Chiplin
Robert Peach
Board of Directors
Held
Attended
13
13
13
13
13
13
12
12
12
13
10
10
Proceedings on behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings
to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of
those proceedings.
Non-audit services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in
note 19 to the financial statements.
In the event non-audit services are provided, the Board has established procedures to ensure that the provision of non-audit
services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
These include:
• all non-audit services are reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor;
and
• non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 ‘Code of
Ethics for Professional Accountants’ issued by the Accounting Professional & Ethical Standards Board, including reviewing or
auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for
the Company or jointly sharing economic risks and rewards.
Auditor’s independence declaration
The auditor’s independence declaration is included on page 22 of the financial report.
AdAlta Limited Annual Report 2018
8
OPERATING AND FINANCIAL REVIEWSummary of principal activitiesThe principal focus for AdAlta Limited (ASX: 1AD) during the reporting period was to continue to advance its lead i-body toward the clinic for the treatment of Idiopathic Pulmonary Fibrosis. I-bodies are a new class of small, targeted, fully-human protein treatments which are being used to make medicines for hard to treat diseases. During the year, AdAlta significantly improved the design of its lead candidate AD-114 by fusing two i-bodies to the Fc fragment of an antibody, a process known as Fc-fusion. This redesigned molecule, called AD-214, has demonstrated significantly increased potency and greater half-life, or time that it remains in the body compared to the original molecule.While the primary focus of AdAlta is taking its improved lead candidate through to a Phase 1 human clinical trial, AdAlta is also looking to expand its pipeline of i-body candidates. This will involve using the Company’s novel platform technology to identify unique binders to drug targets that have proven difficult for currently available therapeutics. StrategyAdAlta Limited intends to further develop its novel i-body platform with a focus on its lead candidate AD-214, a first-in class treatment for Idiopathic Pulmonary Fibrosis (IPF) and other fibrotic diseases for which current therapies are sub-optimal and there is a high unmet medical need. AdAlta is undertaking the manufacturing of AD-214 in order to complete a four week non-human primate study, which will be followed by first in man studies to evaluate the drug’s safety. AD-214 could have applications in the treatment of fibrotic diseases beyond IPF. During the last twelve months the Company has explored the wider applicability of its lead i-body in several animal models of disease and with human tissues, demonstrating the broad anti-fibrotic and anti-inflammatory effects in models of lung, eye, liver, skin and kidney fibrosis.In conjunction with work on AD-214, the Company also plans to continue further drug discovery and development, using its i-body technology platform to identify other drug targets and diseases. This work is being completed at La Trobe University and directed by AdAlta’s Chief Scientific Officer, Mick Foley. The pipeline of i-bodies being developed are focusing on difficult targets, including other G-Protein Coupled Receptors (GPCRs) and ion channel targets. AdAlta’s focus is to “drug these undruggable targets” with the i-body platform.AdAlta Limited Annual Report 20189 FINANCIAL YEAR 2018 –
A YEAR OF ADVANCEMENT
FOR OUR LEAD I-BODY
Overview and market conditions
Introducing AD-214
During the past year AdAlta has made significant improvements to its lead i-body candidate, AD-114, resulting in a second-
generation lead candidate called AD-214.
The new i-body has been designed as an Fc-fusion protein with two AD-114 i-body molecules at the front end that bind with high
affinity to the human target, CXCR4. The presence of two i-bodies now, instead of one, works to increase the potency of AdAlta’s
lead i-body candidate.
At the back end of AD-214 is the Fc fragment or tail region of a traditional monoclonal antibody, which works to increase the
half-life of the fused protein, thus decreasing the required frequency of dosing. Due to the injected nature of Fc-fusion protein and
the chronic nature of fibrotic diseases, a decreased dosing frequency is a significantly more desirable outcome for patients and
physicians, leading to better patient compliance.
The structure of AD-214 is further outlined below:
The two AD-114 i-body molecules positioned at the front of AD-214 have not been modified. They have only been joined through
the addition of an Fc fragment, enabling AdAlta to make use of the existing strong preclinical package which was developed for
AD-114, while also retaining FDA orphan drug status for the treatment of idiopathic pulmonary fibrosis.
The therapeutic benefits of AD-214 for patients and physicians along with the Company’s ability to leverage work completed to
date make AD-214 more attractive to partners, particularly given the strong commercial precedent of mainstream drugs which are
currently being manufactured and marketed using the Fc-Fusion route.
AdAlta Limited Annual Report 2018
10
Idiopathic Pulmonary Fibrosis – a large market with high unmet medical need
AdAlta is developing its improved lead candidate, AD-214, for the treatment of Idiopathic Pulmonary Fibrosis (IPF), a condition of
unknown origin, which causes significant scarring of the lungs that manifests in severe breathing difficulties. Idiopathic Pulmonary
Fibrosis is a chronic and ultimately fatal disease.
IPF is categorized as a rare disease but each year still affects an estimated:
• 135,000 people in the United States (US), with about 48,000 new cases being diagnosed annually. In the US 50,000 people
die each year from IPF; the same mortality rate as breast cancer;
• 100,000 people in Europe; and
• 10,000 people in Australia.
Japan
EU
US
The treatment of IPF was greatly improved in 2014 with the United States FDA approval of two anti-fibrotic agents – Pirfenidone
(Esbriet) and Nintedanib (Ofev). Despite differing modes of action, Pirfenidone and Nintedanib are deemed by respiratory
clinicians to be equally effective, with both compounds slowing the reduction in lung volume that is characteristic in IPF patients
albeit with substantial side effects. In 2015, sales of these two drugs were approximately $900 million and by 2025 this market is
expected to grow to $3.2 billion (Global Data IPF Forecast 2016).
These compounds only slow the progression of the disease, they do not act as a cure and cannot halt or reverse the decline in
lung function, with the median survival from diagnosis only 2-3 years (Ley et al. Respir Crit Care Med. 2011). There is therefore still
a significant, unmet need for new therapeutics to treat idiopathic pulmonary fibrosis.
AdAlta Limited Annual Report 2018
11
IPF programs are attracting deals early in the development pathway
The significant value in therapeutics to treat Idiopathic Pulmonary Fibrosis has been demonstrated by a series of early stage licensing
deals, as outlined below. These transactions involved a combination of upfront payments, milestones and royalties, and highlight the
established attractiveness of IPF programs to pharmaceutical companies such as Roche and Bristol Myers Squibb (BMS).
Comparable transactions confirm that big pharma are actively acquiring fibrosis assets at an early stage – typically based on
Phase I results. These are detailed in the table below:
Date
Company Target
Acquired by Deal value (US$)
Deal commentary
SEP – 15
Adheron
Therapeutics
SDP051
Roche
$105M upfront, plus
$475M in milestones
SDP-51 at end of Phase I for IPF
AUG – 15 Promedior
PRM-151
BMS
$150m upfront + $1.25B
Phase II IPF and myelofibrosis
NOV – 14
Galecto
Biotech AB
AUG – 14 Intermune
JUN – 13
MicroDose
Therapeutx
TD139
BMS
$444M
Option to acquire at end of clinical POC (no later
than 60 days following Ph 1b for IPF completion)
Esbriet /
Pirfenidone
MMI0100
Roche
$8.3B
Approval in Europe / Japan, phase III in the US
Teva
Pharmaceuticals
$40M upfront
$125M milestones
MMI0100 was in pre-clinical development
MAR – 12 Stromedix
STX100
Biogen Idec
JUL – 11
Amira /
BMS
BMS-
986020
BMS
$75M upfront
$487.5M milestones
$325M upfront
$150M milestones
End of phase I for IPF
End of phase I for IPF
There are several companies that have generated clinical readouts from Phase II studies, demonstrating significant market uplift in
value with the completion of both small Phase IIa studies (23 IPF patients) and a larger Phase IIb study (104 IPF patients).
Significant milestones achieved during the reporting period
Engagement of manufacturing partners for AD-214
AdAlta is focused on expediting the development of AD-214 into the clinic and has completed the critical step of engaging
partners for its manufacture. The use of Fc-fusion technology for AD-214 requires an alternate manufacturing process to the first
generation i-body, AD-114. During the period, AdAlta engaged two partners for the manufacture of AD-214: Selexis SA, for cell
line development, and KBI Biopharma, for process development, analytical development, formulation development and clinical
manufacturing services. Selexis SA and KBI Pharma are owned by the same parent company and have worked together on the
development of several Fc-Fusion products.
AdAlta Limited Annual Report 2018
12
The appointment of Selexis SA and KBI Biopharma was the result of a substantial tender process led by AdAlta Chief Operating
Officer, Dallas Hartman, who has significant experience manufacturing drugs designed using the Fc-Fusion process. Selexis SA and
KBI Biopharma have extensive experience and expertise in the development of manufacturing processes for biological compounds
including specific development of Fc-fusion proteins. Following appointment, Selexis has initiated cell line development and
AdAlta expects to receive material for the four-week non-human primate toxicology study in the second half of 2019.
Publication of data
AdAlta published a data set in February 2018 pertaining to its lead i-body candidate in the peer-reviewed journal, Scientific
Reports, from the publishers of Nature.
The publication, which utilised samples taken from patients with IPF, demonstrated that the i-body target, CXCR4, is more highly
expressed in IPF lung tissue compared to normal tissue and that the i-body slows the migration of diseased fibroblasts while
having no effect on healthy cells. This data demonstrated the specificity of AdAlta’s i-body for diseased tissue and a unique profile
compared to existing treatments. The team was delighted to have its research published by such a highly regarded scientific journal.
Bolstering of IP portfolio
AdAlta was granted a key patent relating to its lead i-body product. The patent titled ‘CXCR4 binding molecules’ was granted in
Australia in November 2017 with a priority date of 9 January 2015. Patents are granted on a country by country basis and the
grant of an Australian patent is a positive indication of the validity of the claims, which are being pursued internationally.
Creating a capable team
AdAlta expanded its team during the reporting period to build the capabilities required to successfully move AD-214 into the clinic and
for the development of the i-body pipeline. Chief Operating Officer, Dr Dallas Hartman, joined AdAlta in October 2017, bringing
over 20 years of industry experience in manufacturing and characterisation of Fc-fusion products from both CSL and Nexvet.
AdAlta has also recently appointed Dr Angus Tester as Head of Drug Discovery. Dr Tester has significant commercial experience
in roles with other listed biotech companies Opthea and Telix Pharmaceuticals and will be guiding the expansion of the i-body
pipeline during 2019.
Continuing research and collaboration
AdAlta has continued its collaboration with Professor Carol Pollock at the University of Sydney to evaluate the lead i-body for
the treatment of chronic kidney disease. Professor Pollock was awarded a project grant from the National Health and Medical
Research Council (NHMRC) totalling $768,000. The grant provides non-dilutive funding to build on the initial work completed by
the Kolling Institute and University of Sydney that demonstrated the anti-fibrotic effects of AdAlta’s lead candidate in the kidney via
a different mechanism of action from currently-approved therapies.
AdAlta Limited Annual Report 2018
13
Profile building
AdAlta has continued to raise its profile and engage across a range of market segments including the investor community,
biotechnology industry, IPF community and general public.
AdAlta Chief Executive Officer Sam Cobb has continued a strong investor outreach program providing the opportunity to engage
with both existing and prospective shareholders. AdAlta held its second Investor and Analyst briefing day in February, bringing
together leading speakers in funds management, research and drug development to discuss the ability of the i-body platform to
‘drug’ difficult to access targets. AdAlta also held Shareholder Briefing Sessions at several locations in July 2017 and April 2018
and presented at several investor events such as the Biotech Showcase, Biotech meets Broker, Gold Coast Investment Showcase
and 121 Tech Investment in Hong Kong. AdAlta also received analyst coverage from Bioshares, Patersons and NDF Research
along with media coverage from Small Caps, Stockhead and Biotech Daily, Fairfax media, Biotech Dispatch, Check Orphan,
Rare Disease Report and Clinical Leader.
AdAlta has increased its profile within the biotechnology community with CEO Sam Cobb promoted as a key speaker at the
BioMelbourne Connecting Women lunch and a feature on both Sam Cobb and AdAlta published in Australasian Biotechnology.
The Company was recognised as a player in the single domain antibody and phage display spaces through mentions in reviews
in Nature Reviews Drug Discovery in July 2017 and June 2018, respectively.
The Company increased the use of its website and social media channels throughout the period, which has seen in increase in
stakeholder engagement more broadly.
AdAlta undertook significant engagement with the IPF patient and clinician network during 2018. AdAlta CEO Sam Cobb
presented at the inaugural IPF Summit held in Boston in August 2017, which brought together IPF researchers and drug
developers. Updates to the IPF program have been covered in both Pulmonary Fibrosis News and Lung Disease News, which
are valuable news portals for patients with fibrotic lung conditions. AdAlta also ran a series of weekly articles during Pulmonary
Fibrosis Awareness Month with contributions from clinicians, patients and allied health to help raise awareness of this disease.
Summary of operating results
The Company reported a loss for the year ended 30 June 2018, after accounting for income tax benefit, of ($3,854,894) (30
June 2017: ($2,832,517)). The year ended 30 June 2018 operating results are attributed to the following:
• Research and Development tax incentive refund: $2,020,175 (30 June 2017: $1,777,030);
• Cost of services expense of $3,980,633 (30 June 2017: $3,598,678); and
• Employment benefit expense of $664,909 (30 June 2017: $404,669).
Financial liquidity and capital resources
AdAlta ended the financial year with $2,306,048 in the bank. In July 2018 the Company announced that it completed a
placement to sophisticated and institutional investors and in August 2018 a share purchase plan (SPP) to existing shareholders on
the same terms as those offered under the placement raising a total of $4.73 million.
As a result, the Directors believe the Company is in a strong and stable financial position and that the funds raised from
the placement and SPP will be used for manufacturing and pre-clinical studies of AD-214 as well as internal research and
development of new i-bodies and corporate costs.
Events after the reporting period
On 13th July 2018, the Company announced the placement of 14,166,667 fully paid ordinary shares to sophisticated and
institutional investors at a price of $0.30 per share to raise $4.25 million. Directors intend to take up a total of 522,450 shares,
the issue of which will be subject to shareholder approval at the Annual General Meeting.
On 16th July 2018, eligible shareholders were offered the opportunity to subscribe for up to $15,000 of new fully paid ordinary
shares in AdAlta, free of brokerage and commission, under a share purchase plan (SPP) at the same price as the placement. On
15 August 2018, the Company announced the Placement of 1,592,011 fully paid ordinary shares to eligible shareholders at a
price of $0.30 per share to raise $477,603 from the SPP.
Otherwise, there has not been any matter or circumstance that has arisen subsequent to the end of the financial year that has
significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of
affairs of the Company in future financial years.
AdAlta Limited Annual Report 2018
14
Future developments, prospects and business strategies
AdAlta’s strategy is to continue to develop its lead i-body drug candidate, AD-214, demonstrating its safety and advancing it to
the clinic for treatment of fibrosis-related diseases.
The Company also has a focus on increasing the interest in its novel i-body platform, which has several advantages over more
traditional drug discovery platforms. The long loop has far greater access to targets than monoclonal antibodies, and with high
affinity and specificity. This ability to drug the undruggable was highlighted at the AdAlta Investor and Analyst Briefing day in
February 2018 but also in a recent Nature publication, suggesting technologies like AdAlta’s i-body platform may open up further
opportunities to develop therapeutics to GPCRs and ion channels that have traditionally been hard to drug.
Increasing interest in the i-body platform provides an opportunity to expand the pipeline of drug candidates in multiple
therapeutic areas, creating the potential for additional revenue, including up-front, milestone payments and licensing payments.
Greater interest in the platform also creates partnering opportunities. AdAlta plans to maximise the benefits of its i-body platform
and i-body libraries through partnerships, while retaining the ability to resource and focus on its own in-house discovery and
development activities.
AdAlta will continue to engage all relevant stakeholders in order to ensure the best commercial outcomes can be secured.
Environmental issues
The Company’s operations are not subject to significant environmental regulation under the Australian Commonwealth or
State Law.
Remuneration report (audited)
This remuneration report, which forms part of the Directors’ report, sets out information about the remuneration of AdAlta Limited’s
key management personnel for the financial year ended 30 June 2018.
The term ‘key management personnel’ refers to those persons having authority and responsibility for planning, directing and
controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the
Company. The prescribed details for each person covered by this report are detailed below under the following headings:
• key management personnel
• remuneration policy
• relationship between the remuneration policy and Company performance
• remuneration of key management personnel
• key terms of employment contracts.
Key management personnel
The Directors and other key management personnel of the Company during the financial year were:
Non-executive Directors
Position
Paul MacLeman
Chairman & Non-executive Director
John Chiplin
Liddy McCall
Robert Peach
Non-executive Director
Non-executive Director
Non-executive Director
James Williams
Non-executive Director
Executive Directors
Samantha Cobb
Managing Director & CEO
The named persons held their current position for the whole of the financial year and since the end of the financial year unless
otherwise indicated.
AdAlta Limited Annual Report 2018
15
Remuneration policy
The Board of Directors of the Company is currently responsible for determining and reviewing compensation arrangements for
key management personnel. The Company has a Remuneration Committee, which consists of John Chiplin (Chair of Remuneration
Committee), Paul MacLeman and Liddy McCall. The remuneration policy, which is set out below, is designed to promote superior
performance and long-term commitment to the Company.
Non-Executive Director remuneration
Non-executive Directors are remunerated by way of fees, in the form of cash, non-cash benefits, superannuation contributions or
salary sacrifice into equity and do not normally participate in schemes designed for the remuneration of executives.
Shareholders approval must be obtained in relation to the overall limit set for the non-executive Directors’ fees. The maximum
aggregate remuneration approved by shareholders for non-executive Directors is $350,000 per annum. The Directors set the
individual non-executive Director fees within the limit approved by shareholders. Non-executive Directors are not provided with
retirement benefits.
Executive Director remuneration
Executive Directors receive a base remuneration which is at market rates, and may be entitled to performance based
remuneration, which is determined on an annual basis. Overall remuneration policies are subject to the discretion of the Board
and can be changed to reflect competitive and business conditions where it is in the interests of the Company and shareholders
to do so. Executive remuneration and other terms of employment are reviewed annually by the Board having regard to the
performance, relevant comparative information and expert advice.
The Board’s remuneration policy reflects its obligation to align executive remuneration with shareholders’ interests and to retain
appropriately qualified executive talent for the benefit of the Company. The main principles are:
(a) remuneration reflects the competitive market in which the Company operates;
(b) individual remuneration should be linked to performance criteria if appropriate; and
(c) executives should be rewarded for both financial and non-financial performance.
The total remuneration of executives consists of the following:
(a) salary – executives receive a fixed sum payable fortnightly in cash plus superannuation at 9.5% of salary;
(b) cash at risk component – executives may participate in share and option schemes generally made in accordance with
thresholds set in plans approved by shareholders if deemed appropriate. However, the Board considers it appropriate to issue
shares and options to executives outside of approved schemes in exceptional circumstances;
(c) other benefits – executives may, if deemed appropriate by the Board, be provided with a fully expensed mobile phone and
other forms of remuneration; and
(d) performance bonus.
The Board has not formally engaged the services of a remuneration consultant to provide recommendations when setting the
remuneration received by Directors or other key management personnel during the financial year.
Relationship between the remuneration policy and Company performance
The Board considers that at this time, evaluation of the Company’s financial performance using generally accepted measures such
as profitability, total shareholder return or per Company comparison are not relevant as the Company is at an early stages of
development trial which is continuing as outlined in the Directors’ report.
AdAlta Limited Annual Report 2018
16
Remuneration of key management personnel
2018
Non-executive
Directors
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Executive
Directors
Samantha Cobb
Total
Short-term
employee
benefits
Post-
employment
benefits
Salary & fees
$
Other
$
Superannuation
$
Share-
based
payment
Options
$
60,771
45,000
45,000
45,000
45,000
-
-
-
-
-
-
-
-
-
4,229
3,396
260,000
500,771
66,300*
66,300
30,999
35,228
Total
$
68,396
45,000
45,000
47,264
67,963
389,714
663,337
-
-
2,264
22,963
32,415
61,038
*Bonus paid in August 2017 as decided by the Board and remuneration committee.
1James Williams and Liddy McCall’s interests are indirectly via a payment to Yuuwa Capital LP for services. Yuuwa Capital LP is a venture
capital firm that is managed by its General Partner, Yuuwa Managment LP/Yuuwa Capital Management Pty Ltd which are associated with
James Williams and Liddy McCall.
2017
Non-executive
Directors
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach*
Executive
Directors
Samantha Cobb
Total
Short-term
employee
benefits
Post-
employment
benefits
Salary & fees
$
Other
$
Superannuation
$
Share-
based
payment
Options
$
60,108
38,650
38,650
41,503
28,125
-
-
-
-
-
-
-
-
-
-
218,135
425,171
67,500
67,500
27,680
27,680
-
-
-
-
-
-
-
Total
$
60,108
38,650
38,650
41,503
28,125
313,315
520,351
*Appointed 14 November 2016
1James Williams and Liddy McCall’s interests are indirectly via a payment to Yuuwa Capital LP for services. Yuuwa Capital LP is a venture
capital firm that is managed by its General Partner, Yuuwa Managment LP/Yuuwa Capital Management Pty Ltd which are associated with
James Williams and Liddy McCall.
2,000,000 share options were issued to Directors and key management personnel as remuneration during the financial year
as set out in the following table. 502,938 share options were exercised by Directors and key management personnel during the
year (2017: 903,303).
2018
Samantha Cobb
Paul MacLeman
James Williams
Liddy McCall
John Chiplin
Robert Peach
Total
Balance at
1 July
No.
356,394
146,544
-
-
-
-
Granted as
compensation
No.
1,750,000
30,000
-
-
20,000
200,000
Exercised
(356,394)
(146,544)
-
-
-
-
502,938
2,000,000
(502,938)
Net other
change No.
-
-
-
-
-
-
-
Balance at
30 June
No.
1,750,000
30,000
-
-
20,000
200,000
2,000,000
AdAlta Limited Annual Report 2018
17
2017
Samantha Cobb
Paul MacLeman
James Williams
Liddy McCall
John Chiplin
Robert Peach
Balance at
1 July
No.
790,751
366,363
-
-
249,127
-
Total
1,406,241
Granted as
compensation
No.
-
-
-
-
-
-
-
Exercised
(434,357)
(219,819)
-
-
(249,127)
-
(903,303)
Net other
change
No.
-
-
-
-
-
-
-
Balance at
30 June
No.
356,394
146,544
-
-
-
-
502,938
Options have been granted to the Managing Director on a case by case basis since 2011 based on the achievement of
milestones which varied for the relevant year depending on the stage of the Company’s research projects and the achievement
of funding. The milestones selected were considered relevant to enable the Company to progress its research projects and the
assessment as to their achievement was performed by the Board.
Options granted to the non-executive Directors related to their efforts in securing additional funding for the Company. A
performance condition is attached to a portion of the options issued being that the options can only be exercised in the event of a
transaction or exit of the Company.
All other options are subject to time based vesting conditions and some of these have specific performance condition attached.
Key terms of employment contracts
Samantha Cobb is employed in the position of Managing Director/CEO of the Company on the following material terms:
1. Effective 1 June 2017, a salary of $260,000 plus superannuation.
2. A short term cash incentive of up to 30% of the annual salary subject to achieving key performance indicators as set by the
Board from time to time.
3. Either party is entitled to terminate the employment contract by giving 3 months’ notice.
4. After termination of employment, Ms Cobb is subject to a non-compete condition within Australia for a period of 3 months,
non-solicitation of employees and customers for a period of 6 months.
Set out below are the remuneration arrangements with Non-Executive Directors:
Name
Paul MacLeman
James Williams1
Elizabeth McCall1
John Chiplin
Robert Peach
Position
Annual Salary
(inclusive of superannuation)
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
$65,000
$45,000
$45,000
$45,000
$45,000
1James Williams and Liddy McCall’s interests are indirectly via a payment to Yuuwa Capital LP for services. Yuuwa Capital LP is a venture
capital firm that is managed by its General Partner, Yuuwa Managment LP/Yuuwa Capital Management Pty Ltd which are associated with James
Williams and Liddy McCall.
The Company has entered into consulting agreements with both Paul MacLeman (Chairman), Robert Peach and John Chiplin as
independent Directors of the Board. Under the terms of these consulting agreement, the agreements can be terminated by either
party by giving one months’ notice. Further, continuation of appointment is subject to re-election at a forthcoming AGM. The
Directors fees for Paul MacLeman are paid to Dalroar Pty Ltd, ATF MacLeman Investment Trust, which is his personal company for
the period 1 July to 30 September 2017.
Both Elizabeth McCall and James Williams are currently appointed as nominated Directors of Yuuwa Capital LP. An equivalent
amount to the fee paid for non-executive directors is paid under a contract to Yuuwa Capital LP.
No additional fees are payable to Directors for their involvement in Board committees.
On appointment to the Board, all non-executive Directors are required to sign a letter of appointment with the Company. The letter
of appointment summarises the Board policies and terms, including compensation relevant to the office or Director.
AdAlta Limited Annual Report 2018
18
Key management personnel equity holdings
Fully paid ordinary shares of AdAlta Limited
Balance at
1 July
Received on
exercise of options
Net other
change
Additions
2018
No.
Samantha Cobb
1,087,449
Paul MacLeman
293,092
James Williams1
54,159,848
Liddy McCall1
54,159,848
John Chiplin
Robert Peach
810,883
-
No.
356,394
146,544
-
-
-
-
No.
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
30 June
No.
1,443,843
439,636
54,159,848
54,159,848
810,883
-
1James Williams and Elizabeth McCall’s interests are partly held (54,059,848 ordinary shares) indirectly through Yuuwa Capital LP, a venture
capital firm managed by its General Partner which is associated with James Williams and Elizabeth McCall.
2017
Samantha Cobb
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
No.
653,092
73,273
-
-
73,273
-
Balance at
1 July
Received on
exercise of options
No.
434,357
219,819
-
-
Net other
change *
No.
-
-
54,059,848
54,059,848
249,127
488,483
-
-
Additions
No.
-
-
100,000
100,000
-
-
Balance at
30 June
No.
1,087,449
293,092
54,159,848
54,159,848
810,883
-
*The net other change relates to the conversion of Convertible Notes and Series A Preference Shares to Ordinary Shares upon ASX listing.
1James Williams and Elizabeth McCall’s interests are partly held (54,059,848 ordinary shares) indirectly through Yuuwa Capital LP, a venture
capital firm managed by its General Partner which is associated with James Williams and Elizabeth McCall.
AdAlta Limited Annual Report 2018
19
Share Options of AdAlta Limited
2018
Balance at
1 July
Granted as
compensation
Exercised
Balance at
30 June
Balance vested
at 30 June
Vested and
exerciseable
Options vested
during year
No.
No.
No.
No.
No.
Samantha Cobb
356,394
1,750,000
(356,394)
1,750,0000
1,750,000
No.
-
No.
-
Paul MacLeman
146,544
30,000
(146,544)
30,000
30,000
30,000
30,000
James Williams
Liddy McCall
John Chiplin
Robert Peach
-
-
-
-
-
-
20,000
200,000
-
-
-
-
-
-
-
-
-
-
-
-
20,000
20,000
20,000
20,000
200,000
100,000
100,000
100,000
2017
Balance at
1 July
Granted as
compensation
Exercised
Balance at
30 June
Balance vested
at 30 June
Vested and
exerciseable
Options vested
during year
No.
No.
No.
No.
No.
No.
No.
Samantha Cobb
790,751
Paul MacLeman
366,363
James Williams
Liddy McCall
-
-
John Chiplin
249,127
Robert Peach
-
-
-
-
-
-
-
(434,357)
356,394
356,394
356,394
534,591
(219,819)
146,544
146,544
146,544
293,090
-
-
(249,127)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
175,854
-
Series A Preference shares of AdAlta Limited
2018
Samantha Cobb
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
2017
Samantha Cobb
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Balance at
1 July
No.
Granted as
compensation
No.
Net other
change
No.
Balance at
30 June
No.
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
1 July
No.
Granted as
compensation
No.
-
-
2,394,454*
2,394,454*
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net other
change
No.
-
-
(2,394,454)*
(2,394,454)*
-
-
-
-
-
-
-
-
Balance at
30 June
No.
-
-
-
-
-
-
*Upon ASX listing, all Preference Shares automatically converted into Ordinary Shares. The conversion ratio for each Preference Share was
adjusted as provided in the relevant subscription agreement and for the Share Split. As a result of listing, 2,394,454 Preference Shares converted
to 17,235,679 Ordinary Shares.
1These share are held by Yuuwa capital LP (managed by its general partner Yuuwa Management LP and its general partner Yuuwa Capital
Management Pty Ltd of which James Williams and Liddy McCall are Directors and have an indirect shareholding).
AdAlta Limited Annual Report 2018
20
Convertible notes of AdAlta Limited2018Balanceat 1 JulySubscriptions/conversionsNet otherchange #Balance at30 June No.No.No.No.Samantha Cobb----Paul MacLeman----James Williams1----Liddy McCall1----John Chiplin----2017Balanceat 1 JulySubscriptions/conversionsNet otherchangeBalance at30 June No.No.No.No.Samantha Cobb----Paul MacLeman----James Williams12,500,000*-(2,500,000)*-Liddy McCall12,500,000*-(2,500,000)*-John Chiplin50,000-(50,000)-*Upon ASX listing, all Convertible Notes converted into Ordinary Shares. The conversion ratio for each Convertible Note was adjusted as provided in the relevant subscription agreement and for the Share Split. As a result of listing, 2,500,000 Convertible Notes converted to 24,424,169 Ordinary Shares. 1Held by Yuuwa capital LP (managed by its general partner Yuuwa Management LP and its general partner Yuuwa Capital Management Pty Ltd of which James Williams and Liddy McCall are Directors and have an indirect shareholding).This Directors’ report, incorporating the remuneration report, is signed in accordance with a resolution made pursuant to s.298(2) of the Corporations Act 2001.On behalf of the DirectorsPaul MacLeman ChairmanMelbourne, 5 September 2018AdAlta Limited Annual Report 201821 AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of AdAlta Limited for the year ended 30 June 2018, I
declare that, to the best of my knowledge and belief, there have been:
a) No contraventions of the auditor independence requirements of the
Corporations Act 2001 in relation to the audit; and
b) No contraventions of any applicable code of professional conduct in relation
to the audit.
BUTLER SETTINERI (AUDIT) PTY LTD
MARIUS VAN DER MERWE
Director
Perth
Date: 5 September 2018
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of AdAlta Limited for the year ended 30 June 2018, I
declare that, to the best of my knowledge and belief, there have been:
a) No contraventions of the auditor independence requirements of the
Corporations Act 2001 in relation to the audit; and
b) No contraventions of any applicable code of professional conduct in relation
to the audit.
BUTLER SETTINERI (AUDIT) PTY LTD
MARIUS VAN DER MERWE
Director
Perth
Date: 6 September 2018
ADALTA LTD
ABN 92 120 332 925
CORPORATE (cid:28)OVERNANCE
The Board of Directors of AdAlta Limited is responsible for the corporate governance of the Company
and guides and monitors the business and affairs of the Company on behalf of its shareholders.
To ensure the Board is well equipped to discharge its responsibilities it has guidelines for the nomination
and selection of Directors and for the operation of the Board.
The key charters and policies associated with AdAlta’s corporate governance practices are:
• Constitution
• Board Charter
• Code of Conduct
• Securities Trading Policy
• Continuous Disclosure Policy
• Shareholders Communication Policy
• Risk Management Policy
• Diversity Policy
• Audit & Risk Committee Charter
• Remuneration & Nomination Committee Charter
The Board has also reviewed its compliance with the ASX Corporate Governance Principles and
Recommendations (3rd Edition).
The Board has also reviewed its skill matrix setting out the mix of skills and diversity that the Board
currently has.
In accordance with Listing Rule 4.10.3, the Company has elected to disclose its Corporate Governance
policies and its compliance with them on its website, rather than in the Annual Report. Accordingly the
information detailed above about the Company’s Corporate Governance practices is set out on the
Investor page of the Company’s website at www.adalta.com.au.
AdAlta Limited Annual Report 2018
23
Page 29
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
Note
2018
$
2017
$
Revenue
Interest Received
(cid:41)ther Revenue
Expenses
Cost of services
Depreciation and amortisation expenses
Employee benefit expense
Travel expense
Board fees
Patent and legal costs
Share based payments
(cid:41)ther expenses
Net foreign exchange (loss) (cid:13) gain
Profit (loss) before income tax
Tax expense
Profit (loss) for the year
Earnings per Share
Basic and diluted loss per share (cents)
2
7
3
4
(cid:19)9,(cid:22)04
2,020,1(cid:21)(cid:19)
2,0(cid:21)9,9(cid:21)9
1(cid:21)0,92(cid:20)
1,(cid:21)9(cid:20),(cid:21)(cid:19)4
1,9(cid:20)(cid:21),(cid:20)(cid:22)0
(3,9(cid:22)0,(cid:20)33)
(3,142)
((cid:20)(cid:20)4,909)
(113,(cid:20)91)
(24(cid:19),000)
(1(cid:21)1,909)
(1(cid:20)(cid:22),9(cid:19)(cid:22))
((cid:19)33,(cid:22)(cid:21)4)
((cid:19)2,(cid:21)(cid:19)(cid:21))
((cid:19),934,(cid:22)(cid:21)3)
(3,(cid:19)9(cid:22),(cid:20)(cid:21)(cid:22))
((cid:19),43(cid:19))
(404,(cid:20)(cid:20)9)
((cid:21)(cid:20),(cid:19)(cid:21)(cid:19))
(20(cid:21),03(cid:21))
((cid:21)3,310)
(cid:11)
(434,493)
(cid:11)
(4,(cid:22)00,19(cid:21))
(3,854,894)
(2,832,517)
-
-
(3,854,894)
(2,832,517)
(3.(cid:22)1)
(3.1(cid:19))
The accompanying notes form part of these financial statements.
Page 30
AdAlta Limited Annual Report 2018
24
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
(cid:41)ther non(cid:11)current assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
E(cid:38)UITY
Issued capital
Reserves
Retained earnings (accumulated losses)
TOTAL E(cid:38)UITY
Note
2018
$
2017
$
5
(cid:18)
7
8
2,30(cid:20),04(cid:22)
2,130,300
(cid:20),224,(cid:20)1(cid:21)
1,(cid:22)(cid:20)2,(cid:20)(cid:21)3
4,43(cid:20),34(cid:22)
(cid:22),0(cid:22)(cid:21),290
(cid:11)
2,(cid:20)00
2,(cid:20)00
(cid:11)
2,(cid:20)00
2,(cid:20)00
4,43(cid:22),94(cid:22)
(cid:22),0(cid:22)9,(cid:22)90
9
10
2(cid:22)(cid:19),149
(cid:22)1,1(cid:20)(cid:22)
3(cid:20)(cid:20),31(cid:21)
2(cid:22)(cid:19),91(cid:19)
(cid:19)(cid:22),(cid:19)9(cid:21)
344,(cid:19)12
3(cid:20)(cid:20),31(cid:21)
344,(cid:19)12
4,072,(cid:18)31
7,745,378
11
12
1(cid:21),(cid:19)(cid:21)3,(cid:19)2(cid:21)
1(cid:21)2,(cid:22)(cid:20)(cid:20)
(13,(cid:20)(cid:21)3,(cid:21)(cid:20)2)
1(cid:21),(cid:19)(cid:20)0,33(cid:22)
3,90(cid:22)
(9,(cid:22)1(cid:22),(cid:22)(cid:20)(cid:22))
4,072,(cid:18)31
7,745,378
The accompanying notes form part of these financial statements.
Page 31
AdAlta Limited Annual Report 2018
25
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Balance at 1 July 2016
Comprehensive income
Profit (loss) for the year
Total comprehensive income for the
year attributable to the member of the company
Transactions with the owner, in capacity as owner and other transfers
Issue of ordinary shares
Conversion of options to shares
Share issue costs
Conversion of Preference Shares
Conversion of Convertible Notes
Total transactions with the owner and other transfers
Balance at 30 June 2017
Balance at 1 July 2017
Comprehensive income
Profit (loss) for the year
Total comprehensive income for the
year attributable to the member of the company
Transactions with the owner, in capacity as owner and other transfers
Conversion of options to shares
Share based payments recognised
Total transactions with the owner and other transfers
Balance at 30 June 2018
Share Capital
Series A
Preference
Shares
$
Convertible
Notes
$
2,999,998
2,660,000
Retained
Earnings
$
(6,986,351)
Share based
payment
reserve
$
3,908
-
-
-
-
-
(2,999,998)
-
(2,999,998)
-
-
(2,832,517)
(2,832,517)
-
-
-
-
(2,660,000)
(2,660,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
1,167,888
(2,832,517)
(2,832,517)
10,000,000
58,984
(648,977)
-
-
9,410,007
-
-
-
-
-
-
-
-
-
(9,818,868)
3,908
7,745,378
-
(9,818,868)
3,908
7,745,378
-
-
-
-
-
-
(3,854,894)
(3,854,894)
-
-
-
-
-
-
168,958
168,958
(3,854,894)
(3,854,894)
13,189
168,958
182,147
(13,673,762)
172,866
4,072,631
Ordinary
shares
$
2,490,333
-
-
10,000,000
58,984
(648,977)
2,999,998
2,660,000
15,070,005
17,560,338
17,560,338
-
-
13,189
-
13,189
17,573,527
The accompanying notes form part of these financial statements.
Page 32
AdAlta Limited Annual Report 2018
26
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
Note
2018
$
2017
$
Cash flows from operating activities
Payments to suppliers and employees
R & D tax incentive
Interest received
Grants received
Net cash provided by (used in) operating activities
(5,788,893)
1,777,030
83,247
-
(3,928,616)
(4,632,076)
738,046
147,483
19,724
(3,726,823)
20 (b)
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment
Payments for property, plant and equipment
Payments for other assets
Net cash provided by (used in) investing activities
Cash flows from financing activities
Proceeds from convertible notes
Proceeds from share capital
Proceeds from option conversions
Payment of share issue costs
Net cash provided by financing activities
-
(3,142)
-
(3,142)
-
-
13,189
-
13,189
1,000
(6,745)
(2,600)
(8,345)
-
10,000,000
58,984
(584,757)
9,474,227
Net increase (decrease) in cash held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
(3,918,569)
6,224,617
2,306,048
5,739,059
485,558
6,224,617
20 (a)
The accompanying notes form part of these financial statements.
Page 33
AdAlta Limited Annual Report 2018
27
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
The financial statements cover (cid:27)d(cid:27)lta (cid:38)td as an individual entity. (cid:27)d(cid:27)lta (cid:38)td is a company limited
by shares, incorporated and domiciled in (cid:27)ustralia.
The financial statements (cid:74)ere authorised for issue on 5 (cid:45)eptember 2018 by the Directors of the
Company.
1(cid:11) SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES
(a) Basis of (cid:39)reparation
The financial report is a general purpose financial report that has been prepared in accordance
(cid:74)ith (cid:27)ustralian (cid:27)ccounting (cid:45)tandards, (cid:27)ustralian (cid:27)ccounting Interpretations, other authoritative
pronouncements of the (cid:27)ustralian (cid:27)ccounting (cid:45)tandards (cid:28)oard ((cid:27)(cid:27)(cid:45)(cid:28)) and the Corporations
(cid:27)ct 2001. The financial report is presented in (cid:27)ustralian Dollars. The Company is a for-profit
entity for financial reporting purposes under (cid:27)ustralian (cid:27)ccounting (cid:45)tandards.
(cid:27)ustralian (cid:27)ccounting (cid:45)tandards set out accounting policies that the (cid:27)(cid:27)(cid:45)(cid:28) has concluded (cid:74)ould
result in a financial report containing relevant and reliable information about transactions, events
and conditions to (cid:74)hich they apply. (cid:39)aterial accounting policies adopted in the preparation of
this financial report are presented belo(cid:74). They have been consistently applied unless other(cid:74)ise
stated.
(cid:31)xcept for cash flo(cid:74) information, the financial report has been prepared on an accruals basis
and is based on historical costs, modified, (cid:74)here applicable, by the measurement at fair value
of selected non-current assets, financial assets and financial liabilities.
(b) (cid:30)oing Concern
These financial statements have been prepared on the going concern basis, (cid:74)hich contemplates
the continuity of normal business activities and the realisation of assets and settlement of
liabilities in the normal course of business.
(cid:27)s disclosed in the financial statements, the Company incurred losses of (cid:2)3,854,894 (2017(cid:23)
(cid:2)2,832,517) and the Company had net cash outflo(cid:74)s from operating activities of (cid:2)3,928,616
(2017(cid:23) (cid:2)3,726,823). (cid:27)s at balance date, the Company had net current assets of (cid:2)4,072,631
(2017(cid:23) (cid:2)7,745,378).
The Directors believe that it is reasonably foreseeable that the Company (cid:74)ill continue as a going
concern and that it is appropriate to adopt the going concern basis in the preparation of the
financial report.
(c) (cid:32)ncome Ta(cid:72)
The income tax expense (revenue) for the year comprises current income tax expense (income)
and deferred tax expense (income).
AdAlta Limited Annual Report 2018
28
Page 34
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1(cid:11) SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES (Continued)
(c) (cid:32)ncome ta(cid:72) (continued)
Current income tax expense charged to profit or loss is the tax payable on taxable income
calculated using applicable income tax rates enacted, or substantially enacted, as at reporting
date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid
to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability
balances during the year as (cid:74)ell unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss
(cid:74)hen the tax relates to items that are recognised outside profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to
the period (cid:74)hen the asset is realised or the liability is settled and their measurement also reflects
the manner in (cid:74)hich management expects to recover or settle the carrying amount of the related
asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only
to the extent that it is probable that future taxable profit (cid:74)ill be available against (cid:74)hich the
benefits of the deferred tax asset can be utilised.
(d) Fair value measurement
(cid:32)air value is the price the Company (cid:74)ould receive to sell an asset or (cid:74)ould have to pay to
transfer a liability in an orderly (ie unforced) transaction bet(cid:74)een independent, (cid:62)no(cid:74)ledgeable
and (cid:74)illing mar(cid:62)et participants at the measurement date.
(cid:27)s fair value is a mar(cid:62)et-based measure, the closest equivalent observable mar(cid:62)et pricing
information is used to determine fair value. (cid:27)d(cid:61)ustments to mar(cid:62)et values may be made having
regard to the characteristics of the specific asset or liability. The fair values of assets and
liabilities that are not traded in an active mar(cid:62)et are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable
mar(cid:62)et data.
(cid:32)or non-financial assets, the fair value measurement also ta(cid:62)es into account a mar(cid:62)et
participant(cid:5)s ability to use the asset in its highest and best use or to sell it to another mar(cid:62)et
participant that (cid:74)ould use the asset in its highest and best use.
The fair value of liabilities and the entity(cid:5)s o(cid:74)n equity instruments (excluding those related to
share-based payment arrangements) may be valued, (cid:74)here there is no observable mar(cid:62)et price
in relation to the transfer of such financial instrument, by reference to observable mar(cid:62)et
information (cid:74)here such instruments are held as assets. (cid:49)here this information is not available,
other valuation techniques are adopted and, (cid:74)here significant, are detailed in the respective
note to the financial statements.
(e) (cid:39)lant and E(cid:65)uipment
(cid:31)ach class of plant and equipment is carried at cost or fair value as indicated less, (cid:74)here
applicable, any accumulated depreciation and impairment losses.
AdAlta Limited Annual Report 2018
29
Page 35
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1(cid:11) SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES (Continued)
(e) (cid:39)lant and E(cid:65)uipment (continued)
Plant and equipment are measured on the cost basis and are therefore carried at cost less
accumulated depreciation and any accumulated impairment losses. In the event the carrying
amount of plant and equipment is greater than its estimated recoverable amount, the carrying
amount is (cid:74)ritten do(cid:74)n immediately to its estimated recoverable amount and impairment losses
recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to
a revalued asset.
Depreciation
The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the
asset(cid:5)s useful life to the Company commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable asset are(cid:23)
Class of (cid:32)ixed (cid:27)sset(cid:23)
Computer soft(cid:74)are
(cid:41)ffice equipment
(cid:41)ffice equipment
Depreciation Rate
13.17(cid:3)
17.31(cid:3)
100(cid:3)
Notes
(cid:27)ssets acquired pre 31 December 2016
(cid:27)ssets acquired post 31 December 2016
The assets(cid:5) residual values and useful lives are revie(cid:74)ed, and ad(cid:61)usted if appropriate, at the end
of each reporting period. (cid:27)n asset(cid:5)s carrying amount is (cid:74)ritten do(cid:74)n immediately to its
recoverable amount if the asset(cid:5)s carrying amount is greater than its estimated recoverable
amount.
Gains and losses on disposals are determined by comparing proceeds (cid:74)ith the carrying amount.
These gains or losses are recognised in profit or loss (cid:74)hen the item is derecognised. (cid:49)hen
revalued assets are sold, amounts included in the revaluation reserve relating to that asset are
transferred to retained earnings.
(f) Financial (cid:32)nstruments
(cid:32)nitial recognition and measurement
(cid:32)inancial assets and financial liabilities are recognised (cid:74)hen the entity becomes a party to the
contractual provisions of the instrument. (cid:32)or financial assets, this is equivalent to the date that
the Company commits itself to either purchase or sell the asset (i.e. trade date accounting is
adopted).
(cid:32)inancial instruments are initially measured at fair value plus transactions costs, except (cid:74)here
the instrument is classified (cid:5)at fair value through profit or loss(cid:5) in (cid:74)hich case transactions costs
are recognised as expenses in profit or loss immediately.
Classification and subse(cid:65)uent measurement
(cid:32)inancial instruments are subsequently measured at fair value, amortised cost using the
effective interest method or cost. (cid:49)here available, quoted prices in an active mar(cid:62)et are used
to determine fair value. In other circumstances, valuation techniques are adopted.
AdAlta Limited Annual Report 2018
30
Page 36
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1(cid:11) SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES (Continued)
(f) Financial (cid:32)nstruments (continued)
(cid:27)mortised cost is calculated as the amount at (cid:74)hich the financial asset or financial liability is
measured at initial recognition less principal repayments and any reduction for impairment, and
ad(cid:61)usted for any cumulative amortisation of the difference bet(cid:74)een that initial amount and the
maturity amount calculated using the effective interest method.
The effective interest method is used to allocate interest income or interest expense over the
relevant period and is equivalent to the rate that exactly discounts estimated future cash
payments or receipts (including fees, transaction costs and other premiums or discounts)
through the expected life (or (cid:74)hen this cannot be reliably predicted, the contractual term) of the
financial instrument to the net carrying amount of the financial asset or financial liability.
Revisions to expected future net cash flo(cid:74)s (cid:74)ill necessitate an ad(cid:61)ustment to the carrying
amount (cid:74)ith a consequential recognition of an income or expense item in profit or loss.
(i) Financial assets at (cid:34)ai(cid:45) val(cid:48)e t(cid:36)(cid:45)(cid:42)(cid:48)(cid:35)(cid:36) (cid:43)(cid:45)(cid:42)(cid:34)it (cid:42)(cid:45) l(cid:42)ss
(cid:32)inancial assets are classified at (cid:5)fair value through profit or loss(cid:5) (cid:74)hen they are held for trading
for the purpose of short-term profit ta(cid:62)ing, derivatives not held for hedging purposes, or (cid:74)hen
they are designated as such to avoid an accounting mismatch or to enable performance
evaluation (cid:74)here a group of financial assets is managed by (cid:62)ey management personnel on a
fair value basis in accordance (cid:74)ith a documented ris(cid:62) management or investment strategy. (cid:45)uch
assets are subsequently measured at fair value (cid:74)ith changes in carrying amount being included
in profit or loss.
(ii) (cid:24)(cid:42)ans an(cid:32) (cid:45)eceivables
(cid:38)oans and receivables are non-derivative financial assets (cid:74)ith fixed or determinable payments
that are not quoted in an active mar(cid:62)et and are subsequently measured at amortised cost. Gains
or losses are recognised in profit or loss through the amortisation process and (cid:74)hen the financial
asset is derecognised.
(iii) (cid:21)el(cid:32)(cid:5)t(cid:42)(cid:5)(cid:40)at(cid:48)(cid:45)it(cid:52) invest(cid:40)ents
(cid:34)eld-to-maturity investments are non-derivative financial assets that have fixed maturities and
fixed or determinable payments, and it is the Company(cid:5)s intention to hold these investments to
maturity. They are subsequently measured at amortised cost.
Gains or losses are recognised in profit or loss through the amortisation process and (cid:74)hen the
financial asset is derecognised.
(iv) (cid:15)vailable(cid:5)(cid:34)(cid:42)(cid:45)(cid:5)sale invest(cid:40)ents
(cid:27)vailable-for-sale investments are non-derivative financial assets that are either not capable of
being classified into other categories of financial assets due to their nature or they are designated
as such by management. They comprise investments in the equity of other entities (cid:74)here there
is neither a fixed maturity nor fixed or determinable payments.
They are subsequently measured at fair value (cid:74)ith any re-measurements other than impairment
losses and foreign exchange gains and losses recognised in other comprehensive income.
(cid:49)hen the financial asset is derecognised, the cumulative gain or loss pertaining to that asset
previously recognised in other comprehensive income is reclassified into profit or loss.
Page 37
AdAlta Limited Annual Report 2018
31
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1(cid:11) SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES (Continued)
(f) Financial (cid:32)nstruments (continued)
(cid:27)vailable-for-sale financial assets are classified as non-current assets (cid:74)hen they are not
expected to be sold (cid:74)ithin 12 months after the end of the reporting period. (cid:27)ll other available-
for-sale financial assets are classified as current assets.
(v) Financial liabilities
Non-derivative financial liabilities other than financial guarantees are subsequently measured at
amortised cost. Gains or losses are recognised in profit or loss through the amortisation process
and (cid:74)hen the financial liability is derecognised.
(cid:32)mpairment
(cid:27)t the end of each reporting period, the Company assesses (cid:74)hether there is ob(cid:61)ective evidence
that a financial asset has been impaired. (cid:27) financial asset (or a group of financial assets) is
deemed to be impaired if, and only if, there is ob(cid:61)ective evidence of impairment as a result of
one or more events (a (cid:5)loss event(cid:5)) having occurred, (cid:74)hich has an impact on the estimated future
cash flo(cid:74)s of the financial asset(s).
In the case of available-for-sale financial assets, a significant or prolonged decline in the mar(cid:62)et
value of the instrument is considered to constitute a loss event. Impairment losses are
recognised in profit or loss immediately. (cid:27)lso, any cumulative decline in fair value previously
recognised in other comprehensive income is reclassified into profit or loss at this point.
(g) (cid:32)mpairment of assets
(cid:27)t the end of each reporting period, the Company assesses (cid:74)hether there is any indication that
an asset may be impaired. The assessment (cid:74)ill include considering external sources of
information and internal sources of information, including dividends received from subsidiaries,
associates or (cid:61)oint ventures deemed to be out of pre-acquisition profits. If such an indication
exists, an impairment test is carried out on the asset by comparing the recoverable amount of
the asset, being the higher of the asset(cid:5)s fair value less costs to sell and value in use to the
asset(cid:5)s carrying amount. (cid:27)ny excess of the asset(cid:5)s carrying amount over its recoverable amount
is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in
accordance (cid:74)ith another (cid:45)tandard (e.g. in accordance (cid:74)ith the revaluation model in (cid:27)(cid:27)(cid:45)(cid:28) 116(cid:23)
Property, Plant and (cid:31)quipment). (cid:27)ny impairment loss of a revalued asset is treated as a
revaluation decrease in accordance (cid:74)ith that other (cid:45)tandard.
(cid:49)here it is not possible to estimate the recoverable amount of an individual asset, the Company
estimates the recoverable amount of the cash-generating unit to (cid:74)hich the asset belongs.
Impairment testing is performed annually for good(cid:74)ill and intangible assets (cid:74)ith indefinite lives.
(h) Trade and Other Receivables
Trade and other receivables include amounts due from customers for goods sold and services
performed in the ordinary course of business. Receivables expected to be collected (cid:74)ithin 12
months of the end of the reporting period are classified as current assets. (cid:27)ll other receivables
are classified as non-current assets.
Page 38
AdAlta Limited Annual Report 2018
32
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1 SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES (Continued)
(i) Employee Benefits
Short(cid:10)term employee benefits
(cid:38)iabilities for (cid:74)ages and salaries, including non-monetary benefits, annual leave and long
service leave expected to be settled (cid:74)ithin 12 months of the reporting date are recognised in
current liabilities in respect of employees(cid:5) services up to the reporting date and are measured at
the amounts expected to be paid (cid:74)hen the liabilities are settled.
The Company(cid:5)s obligations for short-term employee benefits such as (cid:74)ages, salaries and sic(cid:62)
leave are recognised as a part of current trade and other payables in the statement of financial
position.
Long(cid:10)term employee benefits
The liability for annual leave and long service leave not expected to be settled (cid:74)ithin 12 months
of the reporting date are recognised in non-current liabilities, provided there is an unconditional
right to defer settlement of the liability. The liability is measured as the present value of expected
future payments to be made in respect of services provided by employees up to the reporting
date using the pro(cid:61)ected unit credit method. Consideration is given to expected future (cid:74)age and
salary levels, experience of employee departures and periods of service. (cid:31)xpected future
payments are discounted using mar(cid:62)et yields at the reporting date on national government
bonds (cid:74)ith terms to maturity and currency that match, as closely as possible, the estimated
future cash outflo(cid:74)s.
((cid:58)) (cid:39)rovisions
Provisions are recognised (cid:74)hen the Company has a legal or constructive obligation, as a result
of past events, for (cid:74)hich it is probable that an outflo(cid:74) of economic benefits (cid:74)ill result and that
outflo(cid:74) can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation
at the end of the reporting period.
((cid:59)) Cash and Cash E(cid:65)uivalents
Cash and cash equivalents include cash on hand, deposits available on demand (cid:74)ith ban(cid:62)s,
other short-term highly liquid investments (cid:74)ith original maturities of 12 months or less, and ban(cid:62)
overdrafts. (cid:28)an(cid:62) overdrafts are reported (cid:74)ithin short-term borro(cid:74)ings in current liabilities in the
statement of financial position.
(l) Revenue
Revenue is recognised (cid:74)hen it is probable that the economic benefit (cid:74)ill flo(cid:74) to the Company
and the revenue can be reliably measured. Revenue is measured at the fair value of the
consideration received or receivable.
Interest revenue is recognised on a proportional basis ta(cid:62)ing into account the interest rates
applicable to the financial assets.
Income from the Research and Development tax incentive is recognised on an accrual basis in
the year to (cid:74)hich the incentive relates.
(cid:27)ll revenue is stated net of the amount of goods and services tax.
Page 39
AdAlta Limited Annual Report 2018
33
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1 SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES (Continued)
(m) Trade and Other (cid:39)ayables
Trade and other payables represent the liabilities for goods and services received by the
Company that remain unpaid at the end of the reporting period. The balance is recognised as a
current liability (cid:74)ith the amounts normally paid (cid:74)ithin 30 days of recognition of the liability.
(n) (cid:30)oods and Services Ta(cid:72) ((cid:30)ST)
Revenues, expenses and assets are recognised net of the amount of G(cid:45)T, except (cid:74)here the
amount of G(cid:45)T incurred is not recoverable from the (cid:27)ustralian Taxation (cid:41)ffice ((cid:27)T(cid:41)).
Receivables and payables are stated inclusive of the amount of G(cid:45)T receivable or payable. The
net amount of G(cid:45)T recoverable from, or payable to, the (cid:27)T(cid:41) is included (cid:74)ith other receivables
or payables in the statement of financial position.
Cash flo(cid:74)s are presented on a gross basis. The G(cid:45)T component of cash flo(cid:74)s arising from
investing or financing activities (cid:74)hich are recoverable from, or payable to, the (cid:27)T(cid:41) are presented
as operating cash flo(cid:74)s included in receipts from customers or payments to suppliers.
(o) Comparative Figures
(cid:49)hen required by (cid:27)ccounting (cid:45)tandards, comparative figures have been ad(cid:61)usted to conform
to changes in presentation for the current financial year.
(p) Critical Accounting Estimates and Judgements
The Directors evaluate estimates and (cid:61)udgements incorporated into the financial statements
based on historical (cid:62)no(cid:74)ledge and best available current information. (cid:31)stimates assume a
reasonable expectation of future events and are based on current trends and economic data,
obtained both externally and (cid:74)ithin the Company.
(cid:34)ey Estimates
(i) (cid:19)nvi(cid:45)(cid:42)n(cid:40)ental (cid:22)ss(cid:48)es
(cid:28)alances disclosed in the financial statements and notes thereto are not ad(cid:61)usted for any
pending or enacted environmental legislation, and the Directors understanding thereof. (cid:27)t the
current stage of the Company(cid:5)s development and its current environmental impact the Directors
believe such treatment is reasonable and appropriate.
(ii) (cid:28)a(cid:51)ati(cid:42)n
(cid:28)alances disclosed in the financial statements and the notes hereto, related to taxation are
based on the best estimates of Directors. These estimates ta(cid:62)e into account both the financial
performance and position of the Company as they pertain to current income tax legislation and
the Directors understanding thereof. No ad(cid:61)ustment has been made for pending or future tax
legislation. The current income tax position represents that Directors(cid:5) best estimate, pending an
assessment by the (cid:27)ustralian Taxation (cid:41)ffice.
Page 40
AdAlta Limited Annual Report 2018
34
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1 SUMMARY OF S(cid:32)(cid:30)N(cid:32)F(cid:32)CANT ACCOUNT(cid:32)N(cid:30) (cid:39)OL(cid:32)C(cid:32)ES (Continued)
((cid:65)) Standards and (cid:32)nterpretations in issue not yet adopted
(cid:27)t the date of authorisation of the financial statements, the (cid:45)tandards and Interpretations listed
belo(cid:74) (cid:74)ere in issue but not yet effective.
The Company is currently assessing the impact on the financial statements from the adoption of
these standards.
Standard (cid:12) (cid:32)nterpretation
(cid:27)(cid:27)(cid:45)(cid:28)9 (cid:5)(cid:32)inancial Instruments(cid:5)
(cid:27)(cid:27)(cid:45)(cid:28)15 (cid:5)Revenue from Contracts (cid:74)ith Customers(cid:5)
(cid:27)(cid:27)(cid:45)(cid:28) 2014-10 (cid:5)(cid:27)mendments to (cid:27)ustralian
(cid:27)ccounting (cid:45)tandards - (cid:45)ale or Contribution of
(cid:27)ssets bet(cid:74)een an investor and its (cid:27)ssociate or (cid:36)oint
(cid:48)enture(cid:5)
(cid:27)(cid:27)(cid:45)(cid:28) 16 (cid:5)(cid:38)eases(cid:5)
(cid:27)(cid:27)(cid:45)(cid:28) 2016-1 (cid:5)(cid:27)mendments to (cid:27)ustralian (cid:27)ccounting
(cid:45)tandards - Recognition of Deferred Tax (cid:27)ssets for
(cid:47)nrealised (cid:38)osses(cid:5)
(cid:27)(cid:27)(cid:45)(cid:28) 2016-2 (cid:5)(cid:27)mendments to (cid:27)ustralian (cid:27)ccounting
(cid:45)tandards - Disclosure Initiative(cid:23) (cid:27)mendments to (cid:27)(cid:27)(cid:45)(cid:28)
107(cid:5)
Application date
of standard
1 (cid:36)anuary 2018
1 (cid:36)anuary 2018
1 (cid:36)anuary 2018
E(cid:72)pected to be
initially applied in the
financial year ended
30 (cid:36)une 2019
30 (cid:36)une 2019
30 (cid:36)une 2019
1 (cid:36)anuary 2019
1 (cid:36)anuary 2017
30 (cid:36)une 2020
30 (cid:36)une 2018
1 (cid:36)anuary 2017
30 (cid:36)une 2018
(r) Operating Segments
The Company only operates in one segment.
(s) Earnings per Share
(cid:16)asic ea(cid:45)nin(cid:35)s (cid:43)e(cid:45) s(cid:36)a(cid:45)es
(cid:28)asic earnings per share is calculated by dividing the profit attributable to the o(cid:74)ners of
(cid:27)d(cid:27)lta (cid:38)imited, excluding any costs of servicing equity other than ordinary shares, by the
(cid:74)eighted average number of ordinary shares outstanding during the financial year, ad(cid:61)usted
for bonus elements in ordinary shares issued during the financial year.
(t) Capital Ris(cid:59) Management
The Company(cid:79)s ob(cid:61)ectives (cid:74)hen managing capital are to safeguard its ability to continue as
a going concern, so that it can continue to fund research and development pro(cid:61)ect activities.
The Company monitors capital on the basis of (cid:74)or(cid:62)ing capital requirements and during the
year, the Company(cid:5)s strategy, (cid:74)hich (cid:74)as unchanged from 2016, (cid:74)as to maintain a current
account balance sufficient to meet the Company(cid:5)s day to day expenses (cid:74)ith the balance
held in accounts (cid:74)ith higher interest rates.
Page 41
AdAlta Limited Annual Report 2018
35
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
2(cid:11)
RE(cid:45)ENUE AND OTHER (cid:32)NCOME
R & D Tax incentive (cid:8)
Grant Income
Total revenue
2018
$
2017
$
2,020,175
(cid:8)(cid:8)19,724
-
2,020,175
1,777,030
19,724
19,724
1,796,754
(cid:8)The 2018 R & D Tax incentive is sub(cid:61)ect to approval of the (cid:41)verseas (cid:32)inding application
lodged (cid:74)ith (cid:27)usIndustry on 20 (cid:39)arch 2018.
3(cid:11)
TA(cid:47) E(cid:47)(cid:39)ENSE
(a) Tax expense
Current tax
Deferred tax
Income tax expense
(b) Tax reconciliation
-
-
-
-
-
-
Profit (loss) before income tax expense
(3,854,894)
(2,832,517)
Prima facie tax payable at 27.5(cid:3) (2017(cid:23)27.5(cid:3))
Non deductible expenses
Non assessable income
Temporary differences
(cid:28)enefits of tax losses not brought into account
(1,060,096)
1,323,658
(555,548)
1,682
290,304
-
(778,942)
1,142,978
(488,683)
(45,841)
170,488
-
(c) The Company has revenue losses of approximately (cid:2)2,065,000 for (cid:74)hich no deferred tax
asset has been recognised.
(d) The Company has no fran(cid:62)ing credits currently available for future offset.
(cid:17)(cid:11)
EARN(cid:32)N(cid:30)S (cid:39)ER SHARE
(a) (cid:38)oss used to calculate basic (cid:31)P(cid:45)
(3,854,894)
(2,832,517)
(b) (cid:49)eighted average number of ordinary shares outstanding
during the year used in calculating basic and diluted (cid:31)P(cid:45).
Number of
shares
101,287,250
Number of
shares
90,035,620
The 3,734,472 options (2017(cid:23) 969,427) are not considered to be dilutive.
5(cid:11)
CASH AND CASH E(cid:40)U(cid:32)(cid:45)ALENTS
Cheque account
Cash reserve account
(cid:45)avings - bonus
Term Deposit
26,154
1,139,562
1,139,972
-
2,306,048
20,189
275,009
929,419
5,000,000
6,224,617
AdAlta Limited Annual Report 2018
36
Page 42
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(cid:19)(cid:11)
TRADE AND OTHER RECE(cid:32)(cid:45)ABLES
CURRENT
(cid:45)undry receivable - R&D tax incentive (cid:8)
Trade receivables
Good and services tax
Prepaid expenses
(cid:27)ccrued income
2018
$
2017
$
2,020,175
-
60,481
49,644
-
2,130,300
1,777,030
-
39,009
23,192
23,442
1,862,673
(cid:8)The 2018 R & D Tax incentive is sub(cid:61)ect to approval of the (cid:41)verseas (cid:32)inding application
lodged (cid:74)ith (cid:27)usIndustry on 20 (cid:39)arch 2018.
7(cid:11)
(cid:39)LANT AND E(cid:40)U(cid:32)(cid:39)MENT
Computer soft(cid:74)are
(cid:38)ess accumulated depreciation
(cid:41)ffice equipment
(cid:38)ess accumulated depreciation
Total plant and e(cid:65)uipment
(cid:39)ovements in carrying amounts
(cid:39)ovements in the carrying amounts for each class of
plant and equipment.
(a) Office E(cid:65)uipment
(cid:28)alance at beginning of year
(cid:27)dditions
Disposals
(cid:38)oss on sale
Depreciation expense
(cid:28)alance at end of year
OTHER ASSETS
NON(cid:10)CURRENT
(cid:45)ecurity Deposit(cid:12)(cid:28)ond
TRADE AND OTHER (cid:39)AYABLES
CURRENT
(cid:27)ccrued expenses
Trade creditors
P(cid:27)(cid:51)G and super payable
8(cid:11)
9(cid:11)
-
-
-
10,049
(10,049)
-
-
-
3,142
-
-
(3,142)
-
1,241
(1,241)
-
6,908
(6,908)
-
-
282
6,745
(1,000)
(592)
(5,435)
-
2,600
2,600
2,600
2,600
169,955
74,587
40,607
285,149
254,504
10,406
21,005
285,915
AdAlta Limited Annual Report 2018
37
Page 43
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
10(cid:11)
(cid:39)RO(cid:45)(cid:32)S(cid:32)ONS
CURRENT
Provision for annual leave
Provision for long service leave
11(cid:11)
(cid:32)SSUED CA(cid:39)(cid:32)TAL
(cid:32)ully paid ordinary shares
(a) Ordinary Shares
(cid:27)t beginning of reporting period
Issued on exercise of options
Issued on exercise of options in accordance (cid:74)ith (cid:38)imited
Recourse (cid:38)oan (cid:27)greements executed
Issue of ordinary shares
Conversion of Preference (cid:45)hares
Conversion of Convertible Notes
(cid:27)t the end of the reporting period
2018
$
2017
$
28,983
52,185
81,168
11,153
47,444
58,597
17,573,527
17,560,338
17,573,527
17,560,338
No(cid:11)
101,110,890
146,544
588,411(cid:8)
No(cid:11)
12,418,223
1,110,874
-
-
-
-
101,845,845
40,000,000
21,594,477
25,987,316
101,110,890
(cid:41)rdinary shares entitle the holder to participate in dividends and the proceeds on (cid:74)inding up
of the Company in proportion to the number of and amounts paid on the shares held. (cid:41)n a
sho(cid:74) of hands, every holder of ordinary shares present at a meeting in person or by proxy is
entitled to one vote, and upon a poll each share is entitled to one vote. Incremental costs
directly attributable to the issue of the ne(cid:74) shares or options are sho(cid:74)n in equity as a
deduction, net of tax, from the proceeds.
(cid:8)(cid:41)rdinary shares issued pursuant to (cid:38)imited Recourse (cid:38)oan (cid:27)greement executed (cid:74)ith
eligible employees.
(b) Series A (cid:39)reference Shares
(cid:27)t beginning of reporting period
Conversion to (cid:41)rdinary (cid:45)hares
(cid:27)t the end of the reporting period
No(cid:11)
No(cid:11)
2,999,998
(2,999,998)
-
-
-
-
The conversion ratio for each Preference (cid:45)hare (cid:74)as ad(cid:61)usted as provided in the relevant
subscription agreement and for the (cid:45)hare (cid:45)plit. (cid:27)ccordingly, 2,999,998 Preference (cid:45)hares
converted to 21,594,477 (cid:41)rdinary (cid:45)hares.
AdAlta Limited Annual Report 2018
38
Page 44
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
11(cid:11)
(cid:32)SSUED CA(cid:39)(cid:32)TAL (continued)
(c) Convertible Notes
(cid:27)t beginning of reporting period
Conversion to (cid:41)rdinary (cid:45)hares
(cid:27)t the end of the reporting period
2018
$
2017
$
No(cid:11)
No(cid:11)
2,660,000
(2,660,000)
-
-
-
-
(cid:27)ll Convertible Notes ((cid:74)hich (cid:74)ere issued at a price of (cid:2)1.00) converted to 25,987,316 (cid:41)rdinary
(cid:45)hares (based on the terms of the relevant Convertible Note deed and the effect of the (cid:45)hare
(cid:45)plit).
(d) Options on issue
E(cid:72)piry date
16 (cid:41)ctober 2020
1 November 2020
14 November 2021
30 (cid:45)eptember 2021
30 (cid:45)eptember 2022
12(cid:11)
RESER(cid:45)ES
Share Based (cid:39)ayment Reserve
(cid:27)t beginning of reporting period
Recognised during the year
(cid:27)t the end of the reporting period
12(cid:11)
RESER(cid:45)ES (continued)
Number of
options
234,472
600,000
2,500,000
200,000
200,000
3,734,472
3,908
168,958
172,866
3,908
-
3,908
The Company has established an (cid:31)mployee (cid:45)hare (cid:41)ption Plan (cid:74)here employees, Directors
and (cid:41)fficers of the Company are issued (cid:74)ith options over ordinary shares of (cid:27)d(cid:27)lta (cid:38)imited.
The options, issued for no consideration, are in general exercisable at a fixed price at
commencement date, unless other(cid:74)ise stated and ending on the expiry date and are sub(cid:61)ect
to the achievement of certain milestones, unless other(cid:74)ise stated.
(cid:41)n 10 (cid:39)ay 2016 the (cid:28)oard approved changes to the (cid:31)(cid:45)(cid:41)P in alignment (cid:74)ith a publicly listed
company, capping the (cid:31)(cid:45)(cid:41)P at 5(cid:3) of capital issued.
The (cid:41)ptions cannot be transferred and are not quoted on the (cid:27)(cid:45)(cid:50).
Details of options as at the beginning and end of the reporting date and movements during
the year are set out belo(cid:74)(cid:23)
Page 45
AdAlta Limited Annual Report 2018
39
k
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
12(cid:11)
RESER(cid:45)ES (continued)
E(cid:72)piry
Date
E(cid:72)ercise (cid:39)rice
No(cid:11) at the start
of year
(cid:30)ranted in
the year
E(cid:72)ercised
E(cid:72)pired No(cid:11) at the
01-(cid:36)ul-18
21-(cid:45)ep-18
01-Nov-18
01-(cid:36)ul-19
01-Nov-19
01-Nov-20
16-(cid:41)ct-20
14-Nov-2021
14-Nov-2021
14-Nov-2021
14-Nov-2021
30-(cid:45)ep-2021
30-(cid:45)ep-2022
(cid:2)0.17 (cid:8)
(cid:2)0.17 (cid:8)
(cid:2)0.17 (cid:8)
(cid:2)0.17 (cid:8)
(cid:2)0.17 (cid:8)
(cid:2)0.17
(cid:2)0.17
(cid:2)0.25
(cid:2)0.50
(cid:2)0.75
(cid:2)1.00
(cid:2)0.31
(cid:2)0.31
145,976
20,569
73,272
129,913
365,225
234,472
-
-
-
-
-
-
-
-
-
-
600,000
1,150,000
650,000
350,000
350,000
200,000
200,000
(145,976)
(20,569)
(73,272)
(129,913)
(365,225)
-
-
-
-
-
969,427
3,500,000
(734,955)
end of
year
-
-
-
-
-
234,472
600,000
1,150,000
650,000
350,000
350,000
200,000
200,000
3,734,472
-
-
-
-
-
-
-
-
-
-
-
(cid:49)eighted average exercise price
(cid:2)0.17 (cid:8)
(cid:2)0.15 (cid:8)
N(cid:27)
(cid:2)0.40
50(cid:3) of options designated (cid:74)ith (cid:8) have an exercise price of (cid:2)0.0002 if exercised (cid:74)ithin 3 months of vesting
(cid:74)ith the exercise price of the remaining 50(cid:3) being (cid:2)0.09 if exercised (cid:74)ithin 12 months of vesting other(cid:74)ise
the exercise price is (cid:2)0.17.
The (cid:74)eighted average remaining contractual life of options on issue at 30 (cid:36)une 2018 is 1,161 days.
AdAlta Limited Annual Report 2018
40
Page 46
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE F(cid:32)NANC(cid:32)AL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
13(cid:11)
RELATED (cid:39)ARTY TRANSACT(cid:32)ONS
Related (cid:39)arties
The Company(cid:5)s main related parties are as follo(cid:74)s(cid:23)
(cid:36)ohn Chiplin
(cid:31)li(cid:77)abeth (cid:39)cCall
(cid:36)ames (cid:49)illiams
(cid:45)amantha Cobb
Paul (cid:39)ac(cid:38)eman
Robert Peach
Cameron (cid:36)ones
Non (cid:31)xecutive Director (a(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:7)(cid:12) (cid:25)a(cid:52) (cid:8)(cid:6)(cid:7)(cid:10))
Non (cid:31)xecutive Director (a(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:7)(cid:12) (cid:18)ece(cid:40)be(cid:45) (cid:8)(cid:6)(cid:7)(cid:6))
Non (cid:31)xecutive Director (a(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:7)(cid:12) (cid:18)ece(cid:40)be(cid:45) (cid:8)(cid:6)(cid:7)(cid:6))
(cid:39)anaging Director & C(cid:31)(cid:41) (a(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:8)(cid:14) (cid:23)(cid:48)ne (cid:8)(cid:6)(cid:6)(cid:13))
Chairman & Non-(cid:31)xecutive Director (a(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:7)(cid:12) (cid:15)(cid:43)(cid:45)il (cid:8)(cid:6)(cid:7)(cid:11))
Non (cid:31)xecutive Director (a(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:7)(cid:10) (cid:26)(cid:42)ve(cid:40)be(cid:45) (cid:8)(cid:6)(cid:7)(cid:12))
Company (cid:45)ecretary (a(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:9)(cid:7) (cid:25)a(cid:52) (cid:8)(cid:6)(cid:7)(cid:13))
The Company had no other (cid:62)ey management personnel during the period.
(a) (cid:34)ey management personnel
(cid:27)ny person(s) having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including any Director ((cid:74)hether executive or
other(cid:74)ise) of that entity, is considered (cid:62)ey management personnel.
Remuneration of (cid:59)ey management personnel
Short(cid:10)term
employee
benefits
Salary
(cid:4) fees
$
Other
$
60,771
45,000
45,000
45,000
45,000
-
-
-
-
-
(cid:39)ost(cid:10)
employment
benefits
Superannuation
$
Share(cid:10)
based
payment
Options
$
4,229
-
-
-
-
3,396
-
-
2,264
22,963
Total
$
68,396
45,000
45,000
47,264
67,963
260,000
500(cid:9)771
66,300
(cid:19)(cid:19)(cid:9)300
30,999
35(cid:9)228
32,415
61,038
389,714
(cid:19)(cid:19)3(cid:9)337
2018
Non(cid:10)e(cid:72)ecutive
Directors
Paul (cid:39)ac(cid:38)eman
(cid:36)ames (cid:49)illiams
(cid:38)iddy (cid:39)cCall
(cid:36)ohn Chiplin
Robert Peach
E(cid:72)ecutive
Directors
(cid:45)amantha Cobb
Total
AdAlta Limited Annual Report 2018
41
Page 47
ADALTA LTD
ABN 92 120 332 925
13(cid:11)
RELATED (cid:39)ARTY TRANSACT(cid:32)ONS (continued)
Short(cid:10)term employee
benefits
Salary (cid:4)
fees
$
Other
$
(cid:39)ost(cid:10)
employment
benefits
Superannuation
$
Share(cid:10)
based
payment
Options
$
60,108
38,650
38,650
41,503
28,125
-
-
-
-
-
-
-
-
-
-
2017
Non(cid:10)e(cid:72)ecutive
Directors
Paul (cid:39)ac(cid:38)eman
(cid:36)ames (cid:49)illiams
(cid:38)iddy (cid:39)cCall
(cid:36)ohn Chiplin
Robert Peach(cid:8)
E(cid:72)ecutive
Directors
(cid:45)amantha Cobb
Total
(cid:4)(cid:15)(cid:43)(cid:43)(cid:42)inte(cid:32) (cid:7)(cid:10) (cid:26)(cid:42)ve(cid:40)be(cid:45) (cid:8)(cid:6)(cid:7)(cid:12)
218,135
(cid:17)25(cid:9)171
67,500
(cid:19)7(cid:9)500
27,680
27(cid:9)(cid:19)80
Total
$
60,108
38,650
38,650
41,503
28,125
313,315
520(cid:9)351
-
-
-
-
-
-
-
(cid:45)hare options (cid:74)ere issued to (cid:62)ey management personnel as remuneration during the financial
year as set out in the follo(cid:74)ing table. 502,938 share options (cid:74)ere exercised by (cid:62)ey management
personnel during the year (2017(cid:23) 903,303).
2018
(cid:45)amantha Cobb
Paul (cid:39)ac(cid:38)eman
(cid:36)ames (cid:49)illiams
(cid:38)iddy (cid:39)cCall
(cid:36)ohn Chiplin
Robert Peach
Total
2017
(cid:45)amantha Cobb
Paul (cid:39)ac(cid:38)eman
(cid:36)ames (cid:49)illiams
(cid:38)iddy (cid:39)cCall
(cid:36)ohn Chiplin
Robert Peach
Total
Balance at
1 July
No(cid:11)
356,394
146,544
(cid:30)ranted as
compensation
No(cid:11)
E(cid:72)ercised
Balance at
30 June
No(cid:11)
1,750,000
(356,394)
1,750,000
30,000
(146,544)
30,000
-
-
-
-
-
-
20,000
200,000
-
-
-
-
-
-
20,000
200,000
502(cid:9)938
2(cid:9)000(cid:9)000
(502(cid:9)938)
2(cid:9)000(cid:9)000
Balance at
1 July
No(cid:11)(cid:7)
(cid:30)ranted as
compensation
No(cid:11)(cid:7)
790,751
366,363
-
-
249,127
-
1(cid:9)(cid:17)0(cid:19)(cid:9)2(cid:17)1
-
-
-
-
-
-
(cid:10)
Page 48
E(cid:72)ercised(cid:7) Balance at
30 June
No(cid:11)(cid:7)(cid:7)
356,394
146,544
-
-
-
-
(434,357)
(219,819)
-
-
(249,127)
-
(903(cid:9)303)
502(cid:9)938
AdAlta Limited Annual Report 2018
42
ADALTA LTD
ABN 92 120 332 925
1(cid:17)(cid:11)
15(cid:11)
CONT(cid:32)N(cid:30)ENT L(cid:32)AB(cid:32)L(cid:32)AT(cid:32)ES (cid:4) CONT(cid:32)N(cid:30)ENT ASSETS
The Directors are not a(cid:74)are of any matters or circumstances (cid:74)hich may give rise to a
contingent liability or asset.
E(cid:45)ENTS AFTER THE RE(cid:39)ORT(cid:32)N(cid:30) (cid:39)ER(cid:32)OD
(cid:41)n 13th (cid:36)uly 2018 the Company announced a placement of 14,166,667 fully paid ordinary
shares at a price of (cid:2)0.30 per share to raise (cid:2)4.25m. Directors intend to ta(cid:62)e up a total of
522,450 shares, the issue of (cid:74)hich (cid:74)ill be sub(cid:61)ect to shareholder approval at the (cid:27)nnual
General (cid:39)eeting.
(cid:41)n 16th (cid:36)uly, eligible shareholders (cid:74)ere offered the opportunity to subscribe for up to (cid:2)15,000
per shareholder of ne(cid:74) fully paid ordinary shares in (cid:27)d(cid:27)lta, free of bro(cid:62)erage and
commission, under a (cid:45)hare Purchase Plan ((cid:45)PP) at the same price as the Placement.
(cid:41)n 15 (cid:27)ugust 2018, the Company announced the Placement of 1,592,011 fully paid ordinary
shares to eligible shareholders at a price of (cid:2)0.30 per share to raise (cid:2)477,603.
(cid:41)ther(cid:74)ise, there has not been any matter or circumstance that has arisen subsequent to the
end of the financial year that has significantly affected, or may significantly affect, the
operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial years.
1(cid:19)(cid:11)
COMM(cid:32)TMENTS FOR E(cid:47)(cid:39)END(cid:32)TURE
a) Lease commitments
The Company has a lease agreement (cid:74)ith Collins (cid:45)treet (cid:28)usiness Centre at the
business address of (cid:38)evel 14, 330 Collins (cid:45)treet (cid:39)elbourne. This lease terminates on
30 (cid:45)eptember 2018.
(cid:39)ayable (cid:74) minimum lease payments
Not later than 12 months
(cid:28)et(cid:74)een 12 months and 5 years
Total
2018
$
8,060
-
8,060
2017
$
18,200
-
18,200
b) Capital commitments
The Company has no capital commitments.
c) Other commitments
The Company is currently not contracted to significant expenditure.
17(cid:11)
F(cid:32)NANC(cid:32)AL R(cid:32)S(cid:34) MANA(cid:30)EMENT
The Company does not have any complex financial instruments or derivatives.
a) Terms(cid:9) conditions and accounting policies
The Company(cid:5)s accounting policies, including the terms and conditions of each class of
financial asset, financial liability and equity instrument, both recognised and unrecognised
at the balance sheet date, are as follo(cid:74)s(cid:23)
AdAlta Limited Annual Report 2018
43
Page 49
ADALTA LTD
ABN 92 120 332 925
17(cid:11)
F(cid:32)NANC(cid:32)AL R(cid:32)S(cid:34) MANA(cid:30)EMENT (Continued)
Accounting (cid:39)olicies
Terms and Conditions
Statement of
Financial
(cid:39)osition
Notes
Recognised
Financial
(cid:32)nstruments
i) Financial assets
Cheque account
Cash reserve
(cid:45)avings
Term Deposit
R & D tax incentive
Trade receivables
Goods & services
tax paid
ii) Financial
liabilities
Trade and other
creditors
5
5
5
5
6
6
6
9
iii) (cid:19)(cid:44)(cid:48)it(cid:52)
(cid:41)rdinary shares
11
(cid:45)eries (cid:27) preference
shares
11
Convertible Notes
11
Carried at face value.
Carried at face value.
Carried at face value.
Carried at face value.
Recognised on an
accrual basis.
The cheque account is at call (cid:74)ith an
interest rate of 0.00(cid:3) (2017(cid:23) 0.00(cid:3)).
The cash reserve account is at call
(cid:74)ith an interest rate of 0.01(cid:3) (2017(cid:23)
1.05(cid:3)).
The savings bonus account is at call
(cid:74)ith an interest rate of 0.5(cid:3) (2017(cid:23)
1.54(cid:3)).
The term deposit has an interest rate
of 2.60(cid:3).
The incentive is claimed annually
under an (cid:27)ustralia Taxation (cid:41)ffice
mechanism (cid:74)hich designed to
promote research and development.
Recognised on an
accrual basis.
Recognised on an
accrual basis.
Normal invoice terms are 14-30 days.
(cid:28)usiness activity statements are
lodged on a quarterly basis.
(cid:38)iabilities are
recognised for
amounts to be paid in
the future for goods
and services received,
(cid:74)hether or not billed
to the company.
The ma(cid:61)ority of costs are invoiced on
a quarterly basis and hence liabilities
accrue for up to 90 days. Trade
liabilities are normally settled on 14-
30 day terms.
(cid:41)rdinary share capital
is recognised at the
fair value of the
consideration received
by the company.
Details of the shares issued and the
terms and conditions of the options
outstanding over ordinary shares at
balance date are set out in Note 11.
(cid:45)eries (cid:27) Preference
share capital is
recognised at the fair
value of the
consideration
received.
Convertible notes are
recognised at the fair
value of the
consideration received
by the company .
Details of the (cid:45)eries (cid:27) Preference
shares issued and the terms and
conditions at balance date are set out
in Note 11.
Details of the convertible notes
issued and the terms and conditions
at balance date are set out in Note
11.
Page 50
ADALTA LTD
ABN 92 120 332 925
17(cid:11)
F(cid:32)NANC(cid:32)AL R(cid:32)S(cid:34) MANA(cid:30)EMENT (Continued)
b) The carrying value of financial assets and liabilities appro(cid:72)imates their fair value
c) Financial ris(cid:59) management
The Company(cid:5)s activities expose it to a variety of financial ris(cid:62)s(cid:24) mar(cid:62)et ris(cid:62) (fair value
interest rate ris(cid:62) and price ris(cid:62)), credit ris(cid:62), liquidity ris(cid:62) and cash flo(cid:74) interest rate ris(cid:62).
The Company(cid:5)s overall ris(cid:62) management program focuses on the unpredictability of
financial mar(cid:62)ets and see(cid:62)s to minimise potential adverse effects on the financial
performance of the Company.
(i) (cid:25)a(cid:45)(cid:38)et (cid:45)is(cid:38)
The Company is not exposed to either equity securities price ris(cid:62) or commodity price ris(cid:62).
The Company has an exposure to foreign currency ris(cid:62) because several contracts relating
to cost of services are denominated in foreign currencies. (cid:49)hen the service agreement is
signed the Company see(cid:62)s to loc(cid:62)-in a foreign exchange rate to minimise the ris(cid:62)s
associated (cid:74)ith fluctuating currency mar(cid:62)ets.
(ii) (cid:17)(cid:45)e(cid:32)it (cid:27)is(cid:38)
The maximum credit ris(cid:62) is total current assets of (cid:74)hich the vast ma(cid:61)ority is either in the
form of cash or amounts receivable from the (cid:27)ustralian Taxation (cid:41)ffice in the form of the
Research and Development tax incentive and G(cid:45)T refundable.
(iii) (cid:24)i(cid:44)(cid:48)i(cid:32)it(cid:52) (cid:27)is(cid:38)
Prudent liquidity ris(cid:62) management implies maintaining sufficient cash and short term
assets to enable the Company to settle its liabilities.
(cid:49)ith no long term debt or contractual commitments the Company(cid:5)s exposure to liquidity
ris(cid:62) is minimal.
(iv) (cid:17)as(cid:36) (cid:34)l(cid:42)(cid:50) an(cid:32) (cid:34)ai(cid:45) val(cid:48)e inte(cid:45)est (cid:45)ate (cid:45)is(cid:38)
(cid:27)s the Company has no interest-bearing liabilities, cash out flo(cid:74)s are not exposed to
changes in mar(cid:62)et interest rates.
The Company maintains a current cheque account balance sufficient to meet day to day
expenses (cid:74)ith the balance of cash held in accounts designed to maximise interest income.
AdAlta Limited Annual Report 2018
45
Page 51
ADALTA LTD
ABN 92 120 332 925
18(cid:11)
D(cid:32)(cid:45)(cid:32)DENDS
No dividends (cid:74)ere paid or declared since the start of the financial year and no
recommendation for payment of dividends has been made.
2018
$
2017
$
19(cid:11)
AUD(cid:32)TORS REUMERAT(cid:32)ON
Audit services
(cid:27)uditors of the Company
(cid:28)utler (cid:45)ettineri ((cid:27)udit) Pty (cid:38)td
Other Services
(cid:28)utler (cid:45)ettineri ((cid:27)udit) Pty (cid:38)td
20(cid:11)
CASH FLOW (cid:32)NFORMAT(cid:32)ON
(a) Reconciliation of Cash
24,943
21,092
-
-
8,000
8,000
2018
$
$$
2017
$
Cash at the end of financial year as included in the statement of cash flo(cid:74)s is reconciled to
the related items in the statement of financial position as follo(cid:74)s
Cheque account
Cash reserve account
(cid:45)avings - bonus
Term Deposit
26,514
1,139,562
1,139,972
-
2,306,048
20,189
275,009
929,419
5,000,000
6,224,617
(b) Reconciliation of cash flow from operations with profit
after income ta(cid:72)
(cid:38)oss attributable to members
Non-cash flo(cid:74)s in profit(cid:23)
Depreciation
(cid:38)oss on sale of plant and equipment
Prior year receivables classified as capital
(Increase) (cid:12) decrease in receivables
Increase (cid:12) (decrease) in payables
Increase (cid:12) (decrease) in provisions
(cid:45)hares based payments recognised
(3,854,894)
(2,832,517)
3,142
-
-
(267,627)
(766)
22,571
168,958
5,435
592
(65,220)
(965,426)
107,118
23,195
-
Net cash provided by (used in) operating activities
(3,928,616)
(3,726,823)
AdAlta Limited Annual Report 2018
46
Page 52
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ADALTA LIMITED
Report on the Financial Report
Opinion
We have audited the financial report of AdAlta Limited (the Company), which comprises
the statement of financial position as at 30 June 2018, the statement of profit and loss
and other comprehensive income, the statement of changes in equity and the statement
of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of AdAlta Limited, is in accordance
with the Corporations Act 2001, including:
i) giving a true and fair view of the Company’s financial position as at 30
June 2018 and of its financial performance for the year then ended; and
ii) complying with Australian Accounting Standards and the Corporations
Regulations 2001.
Basis for Opinion
We have conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under
the Auditor’s
in
those Standards are
Responsibilities for the Audit of the Financial Report section of our report.
further described
We are independent of the Company in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report
in Australia. We have also fulfilled our ethical requirements in accordance with the
Code.
We confirm that the independence declaration required by the Corporations Act 2001,
which has been given to the directors of the Company, would be in the same terms if
given to the directors as at the date of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report of the current period. These matters were
addressed in the context of our audit of the financial report as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our audit addressed the key audit
matter
Intellectual Property Rights
and
Obligations arising from Research and
Development Agreements
The Company has in place multiple
agreements with research and
development providers whereby certain
services and facilities are supplied in
exchange for payment. To enable the
delivery of these services and facilities, the
Company’s intellectual property is made
available to the research and development
providers.
Management have written specific clauses
into the Research and Development
Agreements to protect the Company’s
intellectual property rights and also
exercise their judgment in interpreting the
agreements and the recognition of any
potential liabilities and/or commitments
arising therefrom.
Equity and Capital Structure
Refer note 11
During the year, the company successfully
issued various options of which some have
been exercised and fully paid ordinary
shares issued.
Research and Development Tax
Incentive
Refer notes 2 and 6
Management utilise key assumptions,
judgements and estimates in determining
the R&D Tax Incentive disclosed in note 2
and 6 which is material to the financial
statements.
Our audit procedures included obtaining
copies of major agreements and reviewing
them to determine if any commitments,
provisions or payables needed to be
accounted for and disclosed in line with the
applicable Australian Accounting
Standards. Furthermore, we reviewed the
agreements to ensure clauses were
present to protect the intellectual property
rights of AdAlta Limited.
Our audit procedures included an
examination of each conversion to, and
issue of, fully paid ordinary shares during
the year as shown in note 11. We also
assessed whether or not share-based
payments should have been recognised in
relation to the Employee Share Option
Plan. Further, we reconciled the third party
share registry to information announced to
the public.
Our audit procedures included an
evaluation of the assumptions,
methodologies and conclusions used by
the Company in preparing the R&D Tax
Incentive application. We also focused on
the adequacy of financial report disclosures
regarding these assumptions as disclosed
at note 1.
Key Audit Matter
Deferred Taxation
Refer note 3
The Company relies on the use of an
expert to prepare the Company income tax
return and taxation disclosures which are
material to the financial statements.
Further, management utilise key
assumptions, judgements and estimates in
calculating the deferred tax disclosed in
note 1.
How our audit addressed the key audit
matter
Our audit procedures included an
evaluation of the assumptions,
methodologies and conclusions used by
the company in preparing their estimate of
deferred taxes. In accordance with
Australian Auditing Standards, we relied on
the work of management's expert with
respect to the assumptions used in the
calculation of deferred taxes. This included
examining the qualifications, objectivity and
experience of management's expert. We
also focused on the adequacy of financial
report disclosures regarding these
assumptions as disclosed at note 1.
Other information
The directors are responsible for the other information. The other information comprises
the information in the Company’s annual report for the year ended 30 June 2018, but
does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly
we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially
inconsistent with the financial report or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report
that gives a true and fair view in accordance with the Australian Accounting Standards
and the Corporations Act 2001 and for such internal control as the directors determine is
necessary to enable the preparation of the financial report that gives a true and fair view
and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as
a whole is free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial
report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
professional judgement and maintain professional scepticism throughout the audit. We
also:
(cid:120)
Identify and assess risks of material misstatement of the financial report, whether
due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
(cid:120) Obtain and understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control.
(cid:120) Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the directors.
(cid:120) Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
(cid:120) Evaluate the overall presentation, structure and content of the financial report,
including the disclosures, and whether the financial report represents the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that
were of most significance in the audit of the financial report of the current period and are
therefore key audit matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to
outweigh public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included on pages 15 to 21 of the
directors’ report for the year ended 30 June 2018.
In our opinion, the Remuneration Report of AdAlta Limited, for the year ended
30 June 2018, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation
of the Remuneration Report in accordance with section 300A of the Corporations
Act 2001.
Our responsibility is to express an opinion on the Remuneration Report, based on
our audit conducted in accordance with Australian Auditing Standards.
BUTLER SETTINERI (AUDIT) PTY LTD
MARIUS VAN DER MERWE
Director
Perth
Date: 5 September 2018
ADALTA LTD
ABN 92 120 332 925
ADALTA LTD
ABN 92 120 332 925
SHAREHOLDER INFORMATION
SHAREHOLDER (cid:32)NFORMAT(cid:32)ON
Additional information required by Australian Stock Exchange Ltd and not shown elsewhere in this
report is as follows. The information is current as at 5 September 2018.
(cid:27)dditional information required by (cid:27)ustralian (cid:45)toc(cid:62) (cid:31)xchange (cid:38)td and not sho(cid:74)n else(cid:74)here in this
report is as follo(cid:74)s. The information is current as at 5 (cid:45)eptember 2018.
(a) Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
(a) Distribution of e(cid:65)uity securities
(cid:27)nalysis of numbers of equity security holders by si(cid:77)e of holding(cid:23)
1
1
1,001
1,001
5,001
5,001
10,001
10,001
100,001
100,001
- 1,000
- 1,000
- 5,000
- 5,000
- 10,000
- 10,000
- 100,000
- 100,000
and over
and over
Number of holders
Number of holders
Number of units
Number of units
9
9
67
64
100
99
301
298
75
79
422
(cid:17)22
1,184
1,184
204,279
195,410
857,116
847,696
13,155,358
12,899,516
102,275,725
103,138,267
117,082,073
117(cid:9)082(cid:9)073
% Issued Share
(cid:3) (cid:32)ssued Share
Capital
0.00(cid:3)
0.17(cid:3)
0.73(cid:3)
11.07(cid:3)
88.09(cid:3)
100(cid:11)00(cid:3)
Capital
0.00%
0.17%
0.73%
11.07%
88.09%
100.00%
The number of shareholders holding less than a mar(cid:62)etable parcel of shares are 15, (cid:74)ith total 10,451,
amounting to 0.01(cid:3) of Issued Capital.
The number of shareholders holding less than a marketable parcel of shares are 13, with total 7,224,
amounting to 0.01% of Issued Capital.
(b) Voting rights
(b) (cid:45)oting rights
Each fully paid ordinary share carries voting rights of one vote per share.
(cid:31)ach fully paid ordinary share carries voting rights of one vote per share.
The names of the twenty largest holders of quoted ordinary shares are:
The names of the t(cid:74)enty largest holders of quoted ordinary shares are(cid:23)
(cid:39)osition Holder Name
Position Holder Name
10
6
7
8
9
1
2
3
4
5
1
2
3
4
5
6
7
8
9
10
YUUWA CAPITAL LP
(cid:51)(cid:47)(cid:47)(cid:49)(cid:27) C(cid:27)PIT(cid:27)(cid:38) (cid:38)P
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
(cid:34)(cid:45)(cid:28)C C(cid:47)(cid:45)T(cid:41)D(cid:51) N(cid:41)(cid:39)IN(cid:31)(cid:31)(cid:45) ((cid:27)(cid:47)(cid:45)TR(cid:27)(cid:38)I(cid:27)) (cid:38)I(cid:39)IT(cid:31)D
CITYCASTLE PTY LTD
CIT(cid:51)C(cid:27)(cid:45)T(cid:38)(cid:31) PT(cid:51) (cid:38)TD
NATIONAL NOMINEES LIMITED
N(cid:27)TI(cid:41)N(cid:27)(cid:38) N(cid:41)(cid:39)IN(cid:31)(cid:31)(cid:45) (cid:38)I(cid:39)IT(cid:31)D
(cid:39)(cid:31)(cid:47)R(cid:45) (cid:34)(cid:41)(cid:38)DING(cid:45) PT(cid:51) (cid:38)TD
MEURS HOLDINGS PTY LTD
(cid:38)(cid:27) TR(cid:41)(cid:28)(cid:31) (cid:47)NI(cid:48)(cid:31)R(cid:45)IT(cid:51)
(cid:25)P&(cid:39) (cid:39)(cid:31)(cid:47)R(cid:45) (cid:45)(cid:47)P(cid:31)R(cid:27)NN(cid:47)(cid:27)TI(cid:41)N (cid:27)(cid:12)C(cid:26)
(cid:39)R R(cid:41)(cid:28)IN (cid:28)(cid:31)(cid:27)(cid:47)(cid:39)(cid:41)NT & (cid:39)(cid:45) (cid:34)(cid:31)(cid:38)(cid:31)N
LA TROBE UNIVERSITY
(cid:45)(cid:34)ING(cid:38)(cid:31)R
(cid:45)(cid:27)(cid:39)(cid:27)NT(cid:34)(cid:27) C(cid:41)(cid:28)(cid:28)
MR ROBIN BEAUMONT & MS HELEN
(cid:48)(cid:31)DD(cid:31)R(cid:31)DDI(cid:31) PT(cid:51) (cid:38)I(cid:39)IT(cid:31)D
SHINGLER
SAMANTHA COBB
(cid:25)(cid:43)(cid:47)IDDIT(cid:51) (cid:45)(cid:32) (cid:27)(cid:12)C(cid:26)
(cid:28)(cid:27)R(cid:31) (cid:45)(cid:47)P(cid:31)R PT(cid:51) (cid:38)TD
VEDDEREDDIE PTY LIMITED
(cid:25)(cid:28)(cid:27)(cid:38)(cid:38)(cid:27)RD R(cid:31)(cid:27)D (cid:45)(cid:32) (cid:27)(cid:12)C(cid:26)
11
(cid:43)(cid:47)T(cid:28)(cid:38)(cid:47)(cid:31)(cid:28)(cid:41)(cid:50) PT(cid:51) (cid:38)TD
BARE SUPER PTY LTD
(cid:36)(cid:41)NTR(cid:27) (cid:34)(cid:41)(cid:38)DING(cid:45) PT(cid:51) (cid:38)TD
12
13
(cid:36)(cid:41)(cid:34)N C(cid:34)IP(cid:38)IN
11
QUTBLUEBOX PTY LTD
14 (cid:39)IC(cid:34)(cid:27)(cid:31)(cid:38) (cid:32)(cid:41)(cid:38)(cid:31)(cid:51)
JONTRA HOLDINGS PTY LTD
12
15
13
JOHN CHIPLIN
16 (cid:39)R D(cid:27)NI(cid:31)(cid:38) NG(cid:47) &
14 MICHAEL FOLEY
(cid:39)I(cid:45)(cid:45) (cid:38)I (cid:38)(cid:27)N C(cid:34)(cid:31)N
17
P(cid:27)(cid:47)(cid:38) (cid:39)(cid:27)C(cid:38)(cid:31)(cid:39)(cid:27)N
15
CSIRO
18
(cid:36)(cid:27)(cid:39)(cid:31)(cid:45) & (cid:39)(cid:27)R(cid:51)-(cid:27)NN(cid:31) (cid:37)(cid:27)(cid:38)(cid:41)(cid:37)(cid:31)RIN(cid:41)(cid:45)
16 MR DANIEL NGU &
19
DR(cid:27)C(cid:41)(cid:45)(cid:31)RP(cid:31)N(cid:45) IN(cid:48)(cid:31)(cid:45)T(cid:39)(cid:31)NT(cid:45) PT(cid:51) (cid:38)TD
MISS LI LAN CHEN
17
PAUL MACLEMAN
20
T T NIC(cid:34)(cid:41)(cid:38)(cid:38)(cid:45) PT(cid:51) (cid:38)TD
18
JAMES & MARY-ANNE KALOKERINOS
(cid:25)(cid:45)(cid:47)P(cid:31)R(cid:27)NN(cid:47)(cid:27)TI(cid:41)N (cid:27)CC(cid:41)(cid:47)NT(cid:26)
Total
19
DRACOSERPENS INVESTMENTS PTY LTD
Total (cid:32)ssued Capital
20
T T NICHOLLS PTY LTD
Total
Total Issued Capital
C(cid:45)IR(cid:41)
Holding
Holding
54,059,848
54,059,848
11,485,363
11,485,363
5,361,856
5,361,856
4,467,314
4,428,111
3,333,333
3,333,333
3,041,330
1,888,559
3,041,330
1,443,843
1,888,559
1,000,000
1,443,843
967,423
1,000,000
967,423
898,116
842,372
810,883
705,057
614,621
511,839
439,636
379,595
364,911
333,334
92(cid:9)910(cid:9)030
117(cid:9)082(cid:9)073
898,116
842,372
810,883
705,057
614,621
511,839
439,636
379,595
364,911
333,334
92,949,233
117,082,073
% Issued
(cid:3) (cid:32)ssued
Share
Share
Capital
Capital
46.17%
9.81%
4.58%
3.78%
2.85%
46.17(cid:3)
9.81(cid:3)
4.58(cid:3)
3.78(cid:3)
2.85(cid:3)
2.60(cid:3)
1.61(cid:3)
1.23(cid:3)
0.85(cid:3)
0.83(cid:3)
2.60%
1.61%
1.23%
0.85%
0.83%
0.77(cid:3)
0.72(cid:3)
0.69(cid:3)
0.60(cid:3)
0.52(cid:3)
0.44(cid:3)
0.38(cid:3)
0.32(cid:3)
0.31(cid:3)
0.28(cid:3)
79(cid:11)35(cid:3)
100(cid:11)00(cid:3)
0.77%
0.72%
0.69%
0.60%
0.52%
0.44%
0.38%
0.32%
0.31%
0.28%
79.39
100.00%
%
AdAlta Limited Annual Report 2018
53
(cid:39)age 5(cid:19)
Page 56
ADALTA LTD
ADALTA LTD
ABN 92 120 332 925
ABN 92 120 332 925
(c) Substantial shareholders
(c) Substantial shareholders
The names of substantial shareholders (cid:74)ho have notified the Company in accordance (cid:74)ith section
The names of substantial shareholders who have notified the Company in accordance with section
671(cid:28) of the (cid:17)(cid:42)(cid:45)(cid:43)(cid:42)(cid:45)ati(cid:42)ns (cid:15)ct (cid:8)(cid:6)(cid:6)(cid:7) are(cid:23)
671B of the Corporations Act 2001 are:
(cid:39)osition
Position
Shareholder
Shareholder
1
1
2
2
(cid:51)(cid:47)(cid:47)(cid:49)(cid:27) C(cid:27)PIT(cid:27)(cid:38) (cid:38)P
YUUWA CAPITAL LP
P(cid:38)(cid:27)TIN(cid:47)(cid:39) IN(cid:48)(cid:31)(cid:45)T(cid:39)(cid:31)NT (cid:39)(cid:27)N(cid:27)G(cid:31)(cid:39)(cid:31)NT
PLATINUM INVESTMENT MANAGEMENT
(cid:38)I(cid:39)IT(cid:31)D ((cid:34)(cid:31)(cid:38)D (cid:28)(cid:51) (cid:34)(cid:45)(cid:28)C C(cid:47)(cid:45)T(cid:41)D(cid:51) N(cid:41)(cid:39)IN(cid:31)(cid:31)(cid:45)
LIMITED (HELD BY HSBC CUSTODY NOMINEES
((cid:27)(cid:47)(cid:45)TR(cid:27)(cid:38)I(cid:27)) (cid:38)I(cid:39)IT(cid:31)D)
(AUSTRALIA) LIMITED)
Number of
Number of
Shares
Shares
54,059,848
54,059,848
11,333,400
11,333,400
(cid:3) (cid:32)C
% IC
46.17(cid:3)
46.17%
9.68(cid:3)
9.68%
(d) Un(cid:65)uoted e(cid:65)uity securities(cid:23)
(d) Unquoted equity securities:
Number
Number
234,472
234,472
600,000
600,000
1,150,000
1,150,000
650,000
650,000
350,000
350,000
350,000
350,000
200,000
200,000
200,000
200,000
Num
Num
ber
ber
of
of
Holders
Holders
3
3
3
3
3
3
4
4
2
2
2
2
1
1
1
1
Class
Class
(cid:8)
+
(cid:47)nlisted options exercisable
Unlisted options exercisable
at (cid:2)0.17 expiring 1(cid:12)11(cid:12)2020
at $0.17 expiring 1/11/2020
(cid:47)nlisted options exercisable
Unlisted options exercisable
at (cid:2)0.17 expiring 16(cid:12)10(cid:12)2020
at $0.17 expiring 16/10/2020
(cid:47)nlisted options exercisable at (cid:2)0.25 and
Unlisted options exercisable at $0.25 and
expiring 14(cid:12)11(cid:12)2021
expiring 14/11/2021
(cid:47)nlisted options exercisable at (cid:2)0.50 and
Unlisted options exercisable at $0.50 and
expiring 14(cid:12)11(cid:12) 2021
expiring 14/11/ 2021
(cid:47)nlisted options exercisable at 75 cents and
Unlisted options exercisable at 75 cents and
expiring 14(cid:12)11(cid:12)2021
expiring 14/11/2021
(cid:47)nlisted options exercisable at 1 dollar and
Unlisted options exercisable at 1 dollar and
expiring 14(cid:12)11(cid:12) 2021
expiring 14/11/ 2021
(cid:47)nlisted options exercisable at 31 cents and
Unlisted options exercisable at 31 cents and
expiring 30(cid:12)09(cid:12)2021
expiring 30/09/2021
(cid:47)nlisted options exercisable at 31 cents and
Unlisted options exercisable at 31 cents and
expiring 30(cid:12)09(cid:12)2022
expiring 30/09/2022
Holders of more than
Holders of more than
20(cid:3)
20%
David (cid:39)cGibney (117,236)
David McGibney (117,236)
(cid:28)rian Richardson (58,618)
Brian Richardson (58,618)
(cid:36)ohn (cid:49)est(cid:74)ic(cid:62) (58,618)
John Westwick (58,618)
(cid:45)teve (cid:32)elstead (200,000)
Steve Felstead (200,000)
(cid:28)rian Richardson (200,000)
Brian Richardson (200,000)
(cid:36)ohn (cid:49)est(cid:74)ic(cid:62) (200,000)
John Westwick (200,000)
(cid:45)amantha Cobb (750,000)
Samantha Cobb (750,000)
(cid:39)ichael (cid:32)oley (200,000)
Michael Foley (200,000)
Robert Peach (200,000)
Robert Peach (200,000)
(cid:45)amantha Cobb (500,000)
Samantha Cobb (500,000)
(cid:39)ichael (cid:32)oley (100,000)
Michael Foley (100,000)
Paul (cid:39)ac(cid:38)eman (30,000)
Paul MacLeman (30,000)
(cid:36)ohn Chiplin (20,000)
John Chiplin (20,000)
(cid:45)amantha Cobb (250,000)
Samantha Cobb (250,000)
(cid:39)ichael (cid:32)oley (100,000)
Michael Foley (100,000)
(cid:45)amantha Cobb (250,000)
Samantha Cobb (250,000)
(cid:39)ichael (cid:32)oley (100,000)
Michael Foley (100,000)
Dallas (cid:34)artman (200,000)
Dallas Hartman (200,000)
Dallas (cid:34)artman (200,000)
Dallas Hartman (200,000)
(e) Use of funds
(e) Use of funds
(cid:45)ince admission the Company has used its cash in a (cid:74)ay consistent (cid:74)ith its business ob(cid:61)ectives.
Since admission the Company has used its cash in a way consistent with its business objectives.
AdAlta Limited Annual Report 2018
54
(cid:39)age 57
Page 57
AdAlta Limited Annual Report 2018
55