ADALTA LTD
ABN 92 120 332 925
FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2019
ADALTA LTD
ABN 92 120 332 925
CORPORATE DIRECTORY
DIRECTORS
Dr Paul MacLeman
Ms Samantha Cobb (resigned 25 August 2019)
Dr James Williams
Ms Elizabeth McCall
Dr John Chiplin
Dr Robert Peach
Dr Rosalind Wilson (appointed 1 August 2019)
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
Level 5
126 Phillip Street
Sydney NSW 2000
Telephone: 1300 288 664
Website: automic.com.au
AUDITOR
BANKERS
SOLICITORS
Butler Settineri (Audit) Pty Ltd Unit 16, First Floor
100 Railway Road
Subiaco WA 6008
Westpac Banking Corporation
Lander & Rogers
Level 12, 600 Bourke Street
Melbourne VIC 3000
ADALTA LTD
ABN 92 120 332 925
CONTENTS
Directors' Report
Auditor's Independence Declaration
Corporate Governance Statement
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors' Declaration
Independent Auditor's Report
Shareholder Information
Page No.
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51
CHAIRMANS LETTER
During the year AdAlta hit many major milestones required for us to commence the first-in-human clinical
trial for our lead fibrosis therapeutic, AD-214. We are on track to meet this major inflection point in January
2020. It is my pleasure therefore to start the FY2019 annual report looking back upon a year of significant
de-risking of the AdAlta technology.
After many years of developing both AD-214 and the i-body platform, through which AD-214 was
discovered, it is satisfying to be only a few months away from dosing the first patients. This is important,
as we know from monitoring the international commercial landscape for drugs under development for
Idiopathic Pulmonary Fibrosis, that there is significant precedent for drugs being acquired at the end of, or
during, Phase I human studies.
Idiopathic Pulmonary Fibrosis is a rare disease with high unmet patient need and it is for this reason that
these early stage deals are being executed. Marketed treatments show marginal efficacy and merely slow
disease progression and do not halt or reverse the decline in lung function, meaning further treatment
options are needed.
In January this year, advanced lung disease specialist, Associate Professor Glen Westall of Alfred Health
presented at our annual analyst and investor briefing day. He expressed the need from a clinician’s
perspective for more patient treatment options and said, “we want therapeutics that have got better efficacy,
without the side effects”. While we have seen excellent indications from all our work to date that AD-214
provides high specificity and affiliation with the drug target CXCR4, the target we believe is responsible for
fibrosis, the safety profile in humans will need to be proven in the Phase I study.
Later in this report, we detail the competitive landscape for Idiopathic Pulmonary Fibrosis treatments in
more detail. Unlike other disease areas, the drug development field for Idiopathic Pulmonary Fibrosis
treatments is small, and with drugs being partnered either during or at the end of Phase I, companies
developing drugs in the space can deliver short-term returns to investors.
The significant value in therapeutics to treat Idiopathic Pulmonary Fibrosis was demonstrated by a series
of early stage licensing deals during and after the reporting period. In July 2019, Boehringer Ingelheim
licensed a Phase I Idiopathic Pulmonary Fibrosis drug from Korean biotech firm, Bridge Biotherapeutics,
for a near-term payment of EU45 million and up to EU1.1 billion in milestone payments. In September
2018, United Therapeutics paid Samumed US$10 million upfront for a Phase I asset and the potential for
up to $340 million in milestone payments. These transactions highlight the big pharma interest in acquiring
fibrosis assets at an early stage and further validate the Company’s business objectives.
To position the product for the human study, a considerable amount of resources has been invested into
developing a validated manufacturing process for AD-214. As investors understand, manufacturing is a
critical component in bringing biological drugs to market. In partnership with KBI Biopharma and Selexis,
the Company was able to report manufacturing results which were above expectations, culminating in the
successful completion of a demonstration run in June.
Adalta Limited Annual Report 2019
2
The demonstration run supplied materials for our key AD-214 animal toxicology study – another major
milestone which commenced post year end. This is the final major step before the Phase I, first-in-human
clinical trial for AD-214 is initiated. Results of the toxicology study are expected in October this year.
To fund the development program, during the period, two capital raisings of $4.73 million and $7 million,
respectively, were completed. The funds raised enable AdAlta to hit major value inflection points for AD-
214, including the commencement of our human study. The funds also support further investigation of our
pipeline opportunities and the progression towards several partnering opportunities for our next-generation
i-body platform.
The Company is targeting 1-2 partnerships with third parties on our i-body platform and is currently in
advanced negotiations. If successful, these deals will generate early revenues for AdAlta and provide
further validation of the strength of the i-body technology.
Also during the year, a collaborative partnership with UK-based research organisation, Excellerate
Bioscience was formed to advance the development of the i-body platform. Through the partnership,
AdAlta and Excellerate will identify i-bodies with unique efficacy, safety and duration and determine which
are best-in-class for binding to hard-to-target drug targets, specifically G-Protein Coupled Receptors, which
are involved in a wide range of diseases but many remain difficult to target by small molecule and traditional
antibody therapeutics. AdAlta will screen its novel i-body library on a target of commercial interest and
Excellerate Bioscience will evaluate the leads identified by AdAlta and enable the selection of superior
drug candidates. AdAlta will then commercialise the outcomes of the project.
Post the period, our Managing Director and Chief Executive Officer, Sam Cobb resigned from her position
after 12 years. As founding CEO, Sam grew AdAlta from a research-based start-up through to an ASX-
listed company, which will soon commence a first-in-human clinical program. She has imparted leadership
and energy during her time at AdAlta, and hands over a robust team and product development program,
which enables the Company to execute upon the opportunities ahead of it. We appreciate the significant
contribution that Sam has made to the Company and wish her well with her future endeavours.
As at the timing of writing this letter, the Company is well progressed in assessing a cohort of suitable CEO
candidates.
On behalf of the Board, sincere thanks to our wider team for their tireless efforts throughout the year and
to our investors for their continued support. AdAlta is in perhaps one of the most exciting periods of its
history and looks forward to delivering strong results in the coming year.
Paul MacLeman
Chairman
Adalta Limited Annual Report 2019
3
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 2019. 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:
Name
Particulars
Paul MacLeman
MBA, BVSc, Grad
Dip Tech, Grad Cert
Eng, GAICD, MATT
Executive Chairman (as announced on 12 August 2019), joined the Board 16
April 2015. Paul has over 25 years experience across the life sciences sector.
With a career-spanning veterinary practice, pharmaceutical development and
manufacturing, biotechnology, diagnostics and finance, Paul has expertise in
capital raising, business development, technology commercialisation, and
sales and marketing. He has 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 Managing
Director and/or CEO of several VC funded, ASX, NASDAQ and TSX listed
companies. Paul is also current Chairman of LiVac Pty Limited and is an
Executive Director of AusCann Holdings Limited and Non-Executive Director
of Sypharma Pty Limited.
Samantha Cobb
BSc, MApL, GAICD
Dr James Williams
BSc (Hons), MBA,
PhD, GAICD
Managing Director / CEO, appointed 29 June 2007 (resigned 25 August 2019).
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.
Non-Executive Director, joined the Board 16 December 2010. James is a co-
founder and Investment Director of Yuuwa Capital LP, a venture capital firm
based in Western Australia. Prior to Yuuwa Capital, he was Managing Director
of two medical device companies, ASX-listed Resonance Health Ltd and Argus
Biomedical Pty Ltd, both of which secured regulatory approvals under his
leadership. He conceived, co-founded and is a former CTO and Director of
iCeutica, Inc., a clinical stage nano drug delivery company. iCeutica was
acquired by Philadelphia-based Iroko Pharmaceuticals in 2011. Iroko received
FDA approval for the first three iCeutica formulations between 2013 and 2015.
James is Chairman of ASX-listed clinical stage drug discovery and
development company Dimerix Ltd (ASX:DXB) and Director of Yuuwa investee
companies PolyActiva Pty Ltd and iCetana Pty Ltd. He is also a Director of
Linear Clinical Research Ltd, a specialist early phase clinical trial unit, a
member of the “Panel of Experts” for the University of Western Australia’s
Pathfinder Fund and a member of the Australian Federal Government’s
Entrepreneur Program Committee.
Adalta Limited Annual Report 2019
4
Elizabeth
(Liddy) McCall,
LLB., B.Juris,
B.Com (Hons),
GDipApFin (SIA),
GAICD
John Chiplin
BPharm, PhD,
MRPharmS
Robert Peach
BSc, MSc,
PhD
Non-Executive Director, joined the Board 16 December 2010. Liddy is co-
founder of 3 biotechnology companies successfully achieving 3 FDA drug
registrations and 1 FDA/CE Mark medical device approval. She is an inventor
on patents granted in major jurisdictions translating novel G-protein coupled
pharmacology into a therapeutic drug treatment currently in Phase 2 clinical
trials. Liddy co-founded IIF venture capital fund, Yuuwa Capital LP, which is
responsible for a portfolio of 6 companies commercializing biotechnology and
IT innovation. Liddy has over 25 years of experience in senior Board and
management roles including iCeutica Inc group (acquired in 2011 achieving a
ten-fold uplift on the valuation of the company), Dimerix Bioscience Pty Ltd
(now Dimerix Limited ASX:DXB) and iCetana Pty Ltd. Liddy was an Associate
Director in the Corporate Advisory Group of Macquarie Bank and prior to that
worked as a lawyer with a leading Australian law firm. She has qualifications
in law and finance. Liddy is on the Board of Ear Science Institute Australia and
a committee member of the Australian Government Biomedical Translation
Fund, and a non-executive director of Adalta Limited, Agworld Pty Ltd, Nexgen
Plants Pty Ltd and The Tailor Made Spirits Company Limited.
Non-Executive Director, appointed 16 May 2014. John has significant
operational,investment and transaction experience in the life sciences and
technology industries. Between 1995 and 2014, Dr Chiplin served as CEO of
3 leading publicly listed software, biotechnology and cancer immunotherapy
companies. Based in London,Dr Chiplin’s current board roles include Scancell
(Chairman, SCLP.L), N4Pharma( Chairman,N4P.L) and Regeneus (RGS.AX).
He is also MD of Newstar Ventures Ltd, an international private equity firm
focused on emerging companies.
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 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.
Adalta Limited Annual Report 2019
5
ADALTA LTD
ABN 92 120 332 925
Rosalind
(Ros) Wilson
(Appointed 1
August 2019)
MBBS, MBA
Ros is a graduate of Monash Medical School and holds an MBA from
London Business School. She brings a wealth of experience, combined with
scientific and business skills, through a successful career in clinical
development and commercialisation within the global pharmaceutical and
biotechnology sector. After a brief stint in clinical practice Ros joined the
pharmaceutical industry and worked for F. Hoffman-La Roche (Roche) in
Australia, the UK and the company’s global headquarters in Basel,
Switzerland over a 12-year period, across both primary and specialty care;
and led the team that developed pertuzumab for HER2-overexpressing
breast cancer. She has also led clinical research in the non-profit sector,
developing the work of the Lung Foundation Australia’s cooperative trials
group for lung cancer, the ALTG (Australia and New Zealand Lung Cancer
Trials Group); and served as Chief Executive Officer for Factor Therapeutics
(ASX: FTT). Ros consults to a range of pharmaceutical and biotech
companies, in Australia and overseas, with a focus on clinical research,
product life-cycle and pipeline strategy.
The above-named Directors held office during the whole of the financial year and since the end of the
financial year, with the exception of Dr Rosalind Wilson who was appointed on the 1 August 2019.
Samantha Cobb’s notice of resignation was accepted on 12 August 2019 and resigned as a Director on
25 August 2019.
Directors’ shareholdings as at the date of this report
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
Fully paid ordinary
share Number
Options under ESOP
Number
1ADO listed options
under placement
Number
Paul MacLeman
Samantha Cobb
James Williams
1
Liddy McCall
1
John Chiplin
Robert Peach
Rosalind Wilson
472,970
1,443,843
54,293,182
54,193,182
1,000,000
1,295,999
-
30,000
1,750,000
20,000
200,000
-
16,667
-
66,667
16,667
-
481,333
-
1James Williams and Elizabeth McCall’s interests are partly held (54,059,848 ordinary shares) indirectly through Yuuwa Capital
LP, a venture capital fund 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 outsourced CFO, taxation
(including R&D) and company secretarial solutions.
Adalta Limited Annual Report 2019
6
ADALTA LTD
ABN 92 120 332 925
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
Details of unissued shares or interests under option as at the date of this report are:
Number of shares
under option
600,000
234,472
23,348,803
200,000
775,000
650,000
350,000
350,000
620,535
200,000
375,000
Class of shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Exercise price of
option
$0.17
$0.17
$0.25
$0.31
$0.25
$0.50
$0.75
$1.00
$0.24
$0.31
$0.25
Expiry date
of options
16 October 2020
1 November 2020
30 June 2021
30 September 2021
14 November 2021
14 November 2021
14 November 2021
14 November 2021
27 February 2022
30 September 2022
1 November 2022
The holders of these options do not have the right to participate in any share issue of the Company.
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, ten Board meetings were held.
Directors
Paul MacLeman
Samantha Cobb
James Williams
Liddy McCall
John Chiplin
Robert Peach
Rosalind Wilson
Held
10
10
10
10
10
10
-
Board of Directors
Attended
10
10
8
9
7
6
-
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.
Adalta Limited Annual Report 2019
7
ADALTA LTD
ABN 92 120 332 925
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.
No non-audit services were provided by the appointed auditors.
Auditor’s independence declaration
The auditor’s independence declaration is included on page 20 of the financial report.
Adalta Limited Annual Report 2019
8
ADALTA LTD
ABN 92 120 332 925
Operating and financial review
Summary of principal activities
The principal focus of AdAlta Limited (ASX: 1AD) over the last 12 months has been to continue to
advance our lead i-body candidate, AD-214, toward the clinic for the treatment of Idiopathic
Pulmonary Fibrosis (IPF).
I-bodies are a new class of small, targeted, fully-human protein treatments which are being used to
make medicines for diseases previously considered ‘undruggable’.
In May 2018, AdAlta significantly improved the design of its former lead i-body candidate, AD-114
by fusing two i-bodies to the Fc fragment of an antibody, a process known as Fc-fusion. The
redesigned molecule, AD-214, has demonstrated significantly increased potency and greater half-
life, or time that it remains in the body. This financial year, the Company’s focus has been on
manufacturing this novel lead therapeutic candidate and advancing it towards clinical development.
While AdAlta’s primary focus is taking AD-214 through to a Phase I human clinical trial, the Company
is also looking to expand its pipeline of i-body candidates through external partnerships and internal
development.
Strategy
AdAlta intends to further develop its novel i-body platform with a focus on its lead candidate AD-214.
AD-214 is 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. During the
financial year, AdAlta completed the manufacturing of AD-214 in order to provide materials for its
four-week non-human primate study. The Company will now complete the Current Good
Manufacturing Process (cGMP) manufacturing of AD-214, which will be followed by first in man
studies with AD-214 to evaluate the drug’s safety.
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 is focused on difficult drug targets. These
targets are involved in a wide array of diseases, but many remain difficult to target using traditional
small molecule and antibody-based medicines.
AdAlta’s focus is to drug these “undruggable targets” with the i-body platform. In February, we were
pleased to announce a collaboration with UK-based Excellerate Bioscience, focused on further
develop AdAlta’s i-body pipeline. We are also targeting of 1-2 partnership transactions with upfront
payments (and future milestone and royalty payments) within the next 6-12 months using the i-body
technology.
Adalta Limited Annual Report 2019
9
ADALTA LTD
ABN 92 120 332 925
Financial Year 2019 – a year of advancement
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, causing significant scarring of the lungs that manifests in
severe breathing difficulties. IPF is a chronic and ultimately fatal disease.
IPF is categorised as a rare disease. However, each year, the condition 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.
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 2018, sales of these two drugs were approximately $2 billion. It is understood
that these two drugs only work for about 30% of patients.
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 IPF.
IPF programs are attracting deals early in the development pathway
The significant value in therapeutics to treat IPF 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 Boehringer Ingelheim, Roche and Bristol Myers Squibb.
During the financial year and beyond, there were several early-stage transactions completed with IPF
drugs in development at the phase I stage. In July, Boehringer Ingelheim licensed a phase I IPF drug
from Korean biotech firm, Bridge Biotherapeutics, for a near-term payment of EU45 million and up to
EU1.1 billion in milestone payments. In September 2018, United Therapeutics paid US$10 million upfront
and will provide up to $340 million in milestone payments for a phase I asset from Samumed. These
transactions highlight the big pharma interest in acquiring fibrosis assets at an early stage – typically
based on phase I results. AdAlta is planning to commence its phase I trial with AD-214 in January 2020.
Adalta Limited Annual Report 2019
10
ADALTA LTD
ABN 92 120 332 925
Significant milestones achieved during the reporting period
Manufacturing AD-214
During the past year, AdAlta has focused on the cell line development and manufacturing of its lead i-
body candidate, AD-214.
Initially Selexis SA optimised the expression of AD-214 in its proprietary cell line. In January, AdAlta
announced that the expression levels were at 3gm/L, up from the initial levels of 1gm/L, which were
reported in October 2018. Importantly, the improved results meant the Company was able to provide
materials for its four-week Good Laboratory Practice (GLP) non-human primate toxicology study which
commenced in July 2019.
With the cell line development completed at Selexis, KBI Biopharma further optimised the cell line
expression and developed a purification process for AD-214. Several techniques were evaluated to
determine the best method of removing unwanted protein and impurities, leaving pure AD-214. With the
process and formulation optimised, AdAlta then completed a 50L confirmation run before moving to the
larger demonstration run to provide materials for the four-week Good Laboratory Practice (GLP) non-
human primate toxicology study.
KBI Biopharma will now look to complete the Current Good Manufacturing Practice (cGMP)
manufacturing of AD-214 in order to provide materials for AdAlta’s Phase I trial, due to commence in
January 2020.
Milestone
Expected Date
Cell line development
February 2019 ✓
Optimisation of process
development and formulation
AD-214 material available for
toxicity studies
AD-214 material available for
Phase I clinical study
March 2019✓
June 2019✓
December 2019
Adalta Limited Annual Report 2019
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ADALTA LTD
ABN 92 120 332 925
Commencement of GLP tox study
AdAlta has initiated its four-week non-human primate study to evaluate the safety and toxicology of AD-
214, which is being completed under Good Laboratory Practice (GLP) conditions. Data from this
toxicology study is expected in the second half of 2019 and will inform the dosing regimen and safety
readouts for AdAlta’s human clinical trial.
The four-week non-human primate study is being undertaken with AD-214 materials from the recently
completed demonstration run. AdAlta now remains focused on delivering material manufactured under
Current Good Manufacturing Practice (cGMP) conditions which is necessary for its Phase I human study,
expected to commence in January 2020.
A summary of the hurdles to be cleared during 2019 prior to the commencement of a human phase I
clinical trial in January 2020 is outlined below. These include drafting the clinical trial protocol based on
results from our four-week non-human primate study, human ethics approval, and setup at the Australian
clinical trial site. The Phase I single ascending dosing study in healthy volunteers is expected to start in
January 2020, followed by a multiple ascending dosing study in healthy volunteers. We expect these
Phase I studies to be completed in June 2020 with final readouts in October 2020.
Partnering with the i-body platform
In February, AdAlta formed a collaborative partnership to advance the Company’s i-body pipeline, with
UK-based research organisation, Excellerate Bioscience.
Through the partnership, the two companies will identify i-bodies with unique efficacy, safety and duration
and determine which ones are best-in-class for binding to drug targets, specifically G protein-coupled
receptors (GPCRs).
GPCRs are involved in a wide array of diseases including diabetes and obesity but many remain difficult
to target by small molecule and traditional antibody therapeutics. Of the top 200 selling pharmaceuticals,
25% target a GPCR, with this approach yielding drug sales to the value of $82 billion in 2016.
AdAlta will screen its novel i-body library on targets of commercial interest. Excellerate Bioscience will
evaluate the leads identified by AdAlta, profile the distinct pharmacology and enable the selection of
superior drug candidates. AdAlta will then commercialise the outcomes of the project.
Separately, AdAlta is focused on targeting of 1-2 partnership transactions with upfront payments, future
milestone and royalty payments, within the next 6-12 months with the i-body technology.
Adalta Limited Annual Report 2019
12
ADALTA LTD
ABN 92 120 332 925
Summary of operating results
The Company reported a loss for the year ended 30 June 2019, after accounting for income tax benefit,
of ($5,918,193) (30 June 2018: ($3,854,894)). The year ended 30 June 2019 operating results are
attributed to the following:
• Research and Development tax incentive refund: $3,498,774 (30 June 2018: $2,020,175);
• Cost of services expense of $7,353,660 (30 June 2018: $3,980,633); and
• Employment benefit expense of $715,964 (30 June 2018: $664,909).
Financial liquidity and capital resources
During the financial year, AdAlta completed a Placement and Entitlement Offer which raised $7 million
of new funding. This funding will enable the Company to reach a number of key commercial milestones.
The Company ended the financial year with $5,555,875 cash at bank.
The Placement raised $5 million from new and existing institutional and sophisticated investors. Tranche
1 of the Placement, totalling approximately $3 million was settled prior to the end of the financial year.
AdAlta also raised $2 million via an Entitlement Offer to existing shareholders on the same terms as
those offered to sophisticated and institutional investors under the Placement.
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 Entitlement Offer will see the Company achieve a number of major
value inflection points with AD-214 into the clinic in January 2020.
Events after the reporting period
On 3rd July 2019, the Company announced the completion of Tranche 2 of the Placement following
approval at the Extraordinary General Meeting on the 27th June 2019. On 3 July 2019 13,732,581
Ordinary Shares were issued at $0.15 per share.
On 1 August 2019, the Company appointed Dr. Rosalind (Ros) Wilson as a Non-Executive Director. Ros
is a graduate of Monash Medical School and holds an MBA from London Business School. She brings a
wealth of experience, combined with scientific and business skills, through a successful career in clinical
development and commercialisation within the global pharmaceutical and biotechnology sector.
On 12 August 2019, the Company announced that it accepted the notice of resignation of Ms Samantha
Cobb as Chief Executive Officer and Managing Director and the company had commence a domestic
and international search for a new CEO. Prior to appointment of a new CEO, Mr Paul MacLeman will act
as Executive Chairman supported by the broader Board. Samantha Cobb resigned as a Director on 25
August 2019.
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.
Future developments, prospects and business strategies
FY2020 is a critical period for AdAlta. During the period, the Company expects to commence and
complete its first in man, Phase I clinical trial for our lead therapeutic, AD-214 in Idiopathic Pulmonary
Fibrosis. Recent global deal benchmarks indicate that IPF drugs are often partnered during or at the end
of Phase I trials, and in parallel with running the clinical trial, the Company will be focused on progressing
discussions with potential partners.
As communicated recently, the team is also targeting 1-2 commercial partnerships with external parties
interested in using AdAlta’s i-body platform to treat diseases or solve challenging medical issues.
Finally, through the relationship with Excellerate Bioscience, AdAlta expects to further develop its own
pipeline of drug candidates.
Adalta Limited Annual Report 2019
13
ADALTA LTD
ABN 92 120 332 925
The vision for AdAlta is of a company with multiple assets in the pipeline, at different stages, with some
earning up front payments, royalties and milestones and others progressing through the R&D pathway.
We have seen companies like Ablynx acquired for significant multiples under this strategy and believe
that with a mix of good partnerships and strong science, we can bring this vision to bear.
FY2020 will be an exciting period for the Company and its shareholders as this strategy starts to take
shape.
Environmental issues
The Company’s operations are not subject to significant environmental regulation under the Australian
Commonwealth or State Law.
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 2019.
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:
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.
(Resigned 25 August 2019)
Adalta Limited Annual Report 2019
14
ADALTA LTD
ABN 92 120 332 925
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
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 2019
15
ADALTA LTD
ABN 92 120 332 925
Remuneration of key management personnel
2019
Non-executive
Directors
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Executive
Directors
Samantha Cobb
Total
Short-term
employee benefits
Salary
& fees
$
Other
$
Post-
employment
benefits
Superannuation
$
Share-
based
payment
Options
$
59,361
45,000
45,000
45,000
45,000
-
-
-
-
-
5,639
-
-
-
-
-
-
-
-
5,305
Total
$
65,000
45,000
45,000
45,000
50,305
260,000
499,361
46,6852
46,685
29,135
34,774
12,423
17,728
348,243
598,548
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 fund that is managed by
its General Partner, Yuuwa Management LP/Yuuwa Capital Management Pty Ltd which are associated with James Williams and Liddy McCall.
2Bonus paid in October 2018 as decided by the Board and remuneration committee.
2018
Non-executive
Directors
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Executive
Directors
Samantha Cobb
Total
Short-term employee
benefits
Salary &
fees
$
Other
$
Post-
employment
benefits
Superannuation
$
Share-
based
payment
Options
$
Total
$
60,771
45,000
45,000
45,000
45,000
-
-
-
-
-
4,229
-
-
-
3,396
-
-
2,264
-
22,963
68,396
45,000
45,000
47,264
67,963
260,000
500,771
66,3002
66,300
30,999
35,228
32,415
61,038
389,714
663,337
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 fund that is managed by
its General Partner, Yuuwa Management LP/Yuuwa Capital Management Pty Ltd which are associated with James Williams and Liddy McCall.
2Bonus paid as decided by the Board and remuneration committee.
Adalta Limited Annual Report 2019
16
ADALTA LTD
ABN 92 120 332 925
375,000 share options were issued to key management personnel as remuneration during the financial
year as set out in the following table. No share options were exercised by key management personnel
during the year (2018: 502,938)
2019
Samantha Cobb
Paul MacLeman
James Williams
Liddy McCall
John Chiplin
Robert Peach
Total
Balance at
1 July No.
1,750,000
30,000
-
-
20,000
200,000
Granted as
compensation
No.
375,000
-
-
-
-
-
2,000,000
375,000
Exercised
-
-
-
-
-
-
-
Net other
change
No.
(375,000)*
-
-
-
-
-
Balance at
30 June No.
1,750,000
30,000
-
-
20,000
200,000
(375,000)
2,000,000
*As announced on 29 April 2019 options issued to Samantha Cobb were cancelled as the vesting criteria
will never be met as the criteria referred to the Company’s previous lead compound of AD-114.
2018
Samantha Cobb
Paul MacLeman
James Williams
Liddy McCall
John Chiplin
Robert Peach
Balance at
1 July No.
356,394
146,544
-
-
-
-
Granted as
compensation
No.
Exercised
Net other
change
No.
1,750,000
30,000
(356,394)
(146,544)
-
-
20,000
200,000
-
-
-
-
Balance at
30 June
No.
1,750,000
30,000
-
-
20,000
200,000
2,000,000
-
-
-
-
-
-
-
Total
502,938
2,000,000
(502,938)
The value of the options at their date of grant has been taken as zero because, at the time of grant, the
Company was an unlisted entity and the equity structure operated such that any returns were paid to
convertible note holders with any residual being paid to holders of Series A Preference shares with any
final amount being available to ordinary shareholders. Based on the Company’s net assets at the date
of grant there was no value attributable to ordinary shares.
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 with no specific performance condition
attached.
Adalta Limited Annual Report 2019
17
ADALTA LTD
ABN 92 120 332 925
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
Position
Annual Salary
(inclusive of
superannuation)
$65,000
Paul MacLeman
James Williams
Elizabeth McCall
John Chiplin
Robert Peach
Rosalind Wilson
1 Payments are made to Yuuwa Capital LP under a services agreement and not to James Williams and Elizabeth McCall
$45,000
$45,0001
$45,0001
$45,000
$45,000
Non-Executive
Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
The Company has entered into consulting agreements with both Paul MacLeman (Chairman), Robert
Peach, John Chiplin and Rosalind Wilson 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.
Both Elizabeth McCall and James Williams are currently appointed as nominated Directors of Yuuwa
Capital LP. Their annual fixed fees of $45,000 each is paid 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.
Key management personnel equity holdings
Fully paid ordinary shares of AdAlta Limited
Balance at 1
July
No.
1,443,843
439,636
54,159,848
54,159,848
810,883
-
-
Received on
exercise of
options
No.
-
-
-
-
-
-
-
2019
Samantha Cobb
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Rosalind Wilson
Net other
change
No.
-
-
-
-
-
-
-
Additions
-
-
-
-
189,117
333,333
-
Balance at 30
June
No.
1,443,843
439,636
54,159,848
54,159,848
1,000,000
333,333
-
1James Williams and Elizabeth McCall’s interests are partly held (54,059,848 ordinary shares) indirectly through Yuuwa Capital
LP, a venture capital fund managed by its General Partner which is associated with James Williams and Elizabeth McCall
Adalta Limited Annual Report 2019
18
ADALTA LTD
ABN 92 120 332 925
Balance at
1 July
No.
1,087,449
293,092
54,159,848
54,159,848
810,883
-
Received on
exercise of
options
No.
356,394
146,544
-
-
-
-
Net other
change *
No.
-
-
-
-
-
-
Additions
No.
-
-
-
-
-
-
Balance at 30
June
No.
1,443,843
439,636
54,159,848
54,159,848
810,883
-
2018
Samantha Cobb
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
1James Williams and Elizabeth McCall’s interests are partly held (54,059,848 ordinary shares) indirectly through Yuuwa Capital
LP, a venture capital fund managed by its General Partner which is associated with James Williams and Elizabeth McCall
Share Options of AdAlta Limited
2019
Samantha Cobb
Paul MacLeman
James Williams
Liddy McCall
John Chiplin
Robert Peach
Balance
at 1 July
No.
1,750,000
30,000
-
-
20,000
100,000
Granted as
compensation
No.
375,000
-
-
-
-
-
2018
Samantha Cobb
Paul MacLeman
James Williams
Liddy McCall
John Chiplin
Robert Peach
Balance
at 1 July
No.
356,394
146,544
-
-
-
-
Granted as
compensation
No.
1,750,000
30,000
-
-
20,000
200,000
Cancelled
No.
(375,000)
-
-
-
-
-
Exercised
No.
(356,394)
(146,544)
-
-
-
-
Balance at 30
June
No.
1,750,000
30,000
-
-
20,000
100,000
Balance at 30
June
No.
1,750,000
30,000
-
-
20,000
100,000
Vested and
exercisable
No.
-
30,000
-
-
20,000
100,000
Vested and
exercisable
No.
-
30,000
-
-
20,000
100,000
Options vested
during year
No.
-
-
-
-
-
-
Options vested
during year
No.
-
30,000
-
-
20,000
100,000
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 Directors
Paul MacLeman
Chairman
Melbourne, 28 August 2019
Adalta Limited Annual Report 2019
19
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of AdAlta Limited for the year ended 30 June 2019, 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 CA
Director
Perth
Date: 28 August 2019
ADALTA LTD
ABN 92 120 332 925
CORPORATE GOVERNANCE
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 2019
21
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE YEAR ENDED 30 JUNE 2019
Note
2019
$
2018
$
Revenue
Interest Received
Other Revenue
Expenses
Cost of services
Depreciation and amortisation expenses
Employee benefit expense
Travel expense
Board fees
Patent and legal costs
Share based payments
Other expenses
Net foreign exchange (loss) / 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
12
3
4
50,794
3,538,774
3,589,568
(7,353,660)
(32,498)
(715,964)
(172,509)
(245,000)
(181,420)
(100,698)
(726,106)
20,094
(9,507,761)
59,804
2,020,175
2,079,979
(3,980,633)
(3,142)
(664,909)
(113,691)
(245,000)
(171,909)
(168,958)
(533,874)
52,757
(5,934,873)
(5,918,193)
(3,854,894)
-
-
(5,918,193)
(3,854,894)
(5.00)
(3.81)
The accompanying notes form part of these financial statements.
Adalta Limited Annual Report 2019
22
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Other non-current assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings (accumulated losses)
TOTAL EQUITY
Note
2019
$
2018
$
5
6
7
8
5,555,875
3,613,441
2,306,048
2,130,300
9,169,316
4,436,348
138,105
2,600
140,705
-
2,600
2,600
9,310,021
4,438,948
9
10
1,740,111
78,801
1,818,912
285,149
81,168
366,317
1,818,912
366,317
7,491,109
4,072,631
11
12
26,809,501
273,564
(19,591,956)
17,573,527
172,866
(13,673,762)
7,491,109
4,072,631
The accompanying notes form part of these financial statements.
Adalta Limited Annual Report 2019
23
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
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
Balance at 1 July 2018
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
Cost of Issuing Shares
Cash received requiring approval to issue Ordinary Shares
Share Based Payments Recognised
Total transactions with the owner and other transfers
Balance at 30 June 2019
Ordinary shares
$
17,560,338
-
-
13,189
-
13,189
Retained
Earnings
$
(9,818,868)
(3,854,894)
(3,854,894)
-
-
-
17,573,527
(13,673,762)
Share based
payment reserve
$
3,908
-
-
-
168,958
168,958
172,866
17,573,527
(13,673,762)
172,866
-
-
(5,918,193)
(5,918,193)
9,672,338
(716,632)
-
-
8,955,706
-
-
-
-
-
26,529,233
(19,591,955)
-
-
-
-
-
100,698
100,698
273,564
Unissued
Share
Reserve
$
-
-
-
-
-
-
-
-
-
-
-
280,267
-
280,267
280,267
Total
$
7,745,378
(3,854,894)
(3,854,894)
13,189
168,958
182,147
4,072,631
4,072,631
(5,918,193)
(5,918,193)
9,672,338
(716,632)
280,267
100,698
9,336,671
7,491,109
The accompanying notes form part of these financial statements.
Adalta Limited Annual Report 2019
24
ADALTA LTD
ABN 92 120 332 925
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Note
2019
$
2018
$
Cash flows from operating activities
Payments to suppliers and employees
R & D tax incentive
Interest received
Cash receipts from other operating activities
Net cash provided by (used in) operating activities
(7,930,746)
2,020,175
50,486
44,000
(5,816,085)
(5,788,893)
1,777,030
83,247
-
(3,928,616)
20 (b)
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment
Payments for property, plant and equipment
Net cash provided by (used in) investing activities
Cash flows from financing activities
Proceeds requiring approval to issue share capital
Proceeds from share capital
Proceeds from option conversions
Payment of share issue costs
Net cash provided by financing activities
-
(170,602)
(170,602)
-
(3,142)
(3,142)
280,267
9,672,338
-
(716,091)
9,236,514
-
-
13,189
-
13,189
Net increase (decrease) in cash held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
20 (a)
3,249,827
2,306,048
5,555,875
(3,918,569)
6,224,617
2,306,048
The accompanying notes form part of these financial statements.
Adalta Limited Annual Report 2019
25
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
The financial statements cover AdAlta Ltd as an individual entity. AdAlta Ltd is a company limited
by shares, incorporated and domiciled in Australia.
The financial statements were authorised for issue on 28 August 2019 by the Directors of the
Company.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial report is a general purpose financial report that has been prepared in accordance
with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations
Act 2001. The financial report is presented in Australian Dollars. The Company is a for-profit
entity for financial reporting purposes under Australian Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would
result in a financial report containing relevant and reliable information about transactions, events
and conditions to which they apply. Material accounting policies adopted in the preparation of
this financial report are presented below. They have been consistently applied unless otherwise
stated.
Except for cash flow information, the financial report has been prepared on an accruals basis
and is based on historical costs, modified, where applicable, by the measurement at fair value
of selected non-current assets, financial assets and financial liabilities.
(b) Going Concern
These financial statements have been prepared on the going concern basis, which contemplates
the continuity of normal business activities and the realisation of assets and settlement of
liabilities in the normal course of business.
As disclosed in the financial statements, the Company incurred losses of $5,918,193 (2018:
$3,854,894) and the Company had net cash outflows from operating activities of $5,816,085
(2018: $3,928,616). As at balance date, the Company had net current assets of $7,210,841
(2018: $4,072,631).
The Directors believe that it is reasonably foreseeable that the Company will continue as a going
concern and that it is appropriate to adopt the going concern basis in the preparation of the
financial report.
(c) Income Tax
The income tax expense (revenue) for the year comprises current income tax expense (income)
and deferred tax expense (income).
Adalta Limited Annual Report 2019
26
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(c) Income tax (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 well unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss
when 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 when the asset is realised or the liability is settled and their measurement also reflects
the manner in which 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 will be available against which the
benefits of the deferred tax asset can be utilised.
(d) Fair value measurement
Fair value is the price the Company would receive to sell an asset or would have to pay to
transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable
and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing
information is used to determine fair value. Adjustments to market 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 market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable
market data.
For non-financial assets, the fair value measurement also takes into account a market
participant's ability to use the asset in its highest and best use or to sell it to another market
participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to
share-based payment arrangements) may be valued, where there is no observable market price
in relation to the transfer of such financial instrument, by reference to observable market
information where such instruments are held as assets. Where this information is not available,
other valuation techniques are adopted and, where significant, are detailed in the respective
note to the financial statements.
(e) Plant and Equipment
Each class of plant and equipment is carried at cost or fair value as indicated less, where
applicable, any accumulated depreciation and impairment losses.
Adalta Limited Annual Report 2019
27
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Plant and Equipment (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
written down 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'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:
Class of Fixed Asset:
Computer software
Office equipment
Office equipment
Plant and Equipment
Depreciation Rate
13.17%
17.31%
100%
28.57%
Notes
Assets acquired pre 31 December 2016
Assets acquired post 31 December 2016
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of
each reporting period. An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains or losses are recognised in profit or loss when the item is derecognised. When revalued
assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to
retained earnings.
(f) Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the
contractual provisions of the financial instrument. Financial instruments (except for trade receivables)
are measured initially at fair value adjusted by transactions costs, except for those carried “at fair
value through profit or loss”, in which case transaction costs are expensed to profit or loss. Where
available, quoted prices in an active market are used to determine the fair value. In other
circumstances, valuation techniques are adopted. Subsequent measurement of financial assets and
financial liabilities are described below.
Trade receivables are initially measured at the transaction price if the receivables do not contain a
significant financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred. A
financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Adalta Limited Annual Report 2019
28
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(f) Financial instruments (continued)
Impairment
At the end of each reporting period, the Company assesses whether there is objective evidence that
a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be
impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a
'loss event') having occurred, which has an impact on the estimated future cash flows of the financial
asset(s).
Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair
value previously recognised in other comprehensive income is reclassified into profit or loss at this
point.
(g) Impairment of assets
At the end of each reporting period, the Company assesses whether there is any indication that an
asset may be impaired. The assessment will include considering external sources of information and
internal sources of information, including dividends received from subsidiaries, associates or joint
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's fair value less costs to sell and value in use to the asset's carrying amount. Any excess of the
asset'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 with another Standard (e.g. in accordance
with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a
revalued asset is treated as a revaluation decrease in accordance with that other Standard.
Where 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 which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with 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 within 12 months
of the end of the reporting period are classified as current assets. All other receivables are classified
as non-current assets.
(i) Employee Benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service
leave expected to be settled within 12 months of the reporting date are recognised in current liabilities
in respect of employees' services up to the reporting date and are measured at the amounts expected
to be paid when the liabilities are settled.
The Company's obligations for short-term employee benefits such as wages, salaries and sick leave
are recognised as a part of current trade and other payables in the statement of financial position.
Adalta Limited Annual Report 2019
29
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(j) Employee Benefits (continued)
Long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 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 projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted
using market yields at the reporting date on national government bonds with terms to maturity and
currency that match, as closely as possible, the estimated future cash outflows.
(k) Provisions
Provisions are recognised when the Company has a legal or constructive obligation, as a result of
past events, for which it is probable that an outflow of economic benefits will result, and that outflow
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.
(l) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits available on demand with banks, other
short-term highly liquid investments with original maturities of 12 months or less, and bank overdrafts.
Bank overdrafts are reported within short-term borrowings in current liabilities in the statement of
financial position.
(m) Revenue
AASB 15 Revenue from contracts with customers
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-
related Interpretations. AASB 15 establishes a five-step model to account for revenue arising from
contracts with customers and requires that revenue to be recognised at an amount that reflects the
consideration to which an entity expects to be entitled in exchange for transferring goods or
services to a customer.
The Group has applied the new Standard effective from 1 July 2018 using the modified
retrospective approach. Under this method, the cumulative effect of initial application is recognised
as an adjustment to the opening balance of retained earnings at 1 July 2018 and comparatives are
not restated.
The adoption of AASB 15 does not have a significant impact on the Group as the Group does not
currently have any revenue from customers.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits
will flow to the Group and the amount of revenue can be measured reliably.
Research and Development Tax Incentive
Accounted for in line with AASB 120 Government Grants on an accruals basis when the following
recognition criteria have been met.
Adalta Limited Annual Report 2019
30
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(m) Revenue (continued)
(a) the entity reasonably expects it will comply with the conditions attaching to the grant; and
(b) the grant will be received.
(n) Trade and Other Payables
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
with the amounts normally paid within 30 days of recognition of the liability.
(o) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the ATO is included with other receivables or
payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST component of cash flows arising from investing
or financing activities which are recoverable from, or payable to, the ATO are presented as operating
cash flows included in receipts from customers or payments to suppliers.
(p) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
(q) Critical Accounting Estimates and Judgements
The Directors evaluate estimates and judgements incorporated into the financial statements based
on historical knowledge and best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the Company.
Key Estimates
(i) Environmental Issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or
enacted environmental legislation, and the Directors understanding thereof. At the current stage of
the Company's development and its current environmental impact the Directors believe such
treatment is reasonable and appropriate.
(ii) Taxation
Balances disclosed in the financial statements and the notes hereto, related to taxation are based on
the best estimates of Directors. These estimates take 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 adjustment has been made for pending or future tax legislation. The
current income tax position represents that Directors' best estimate, pending an assessment by the
Australian Taxation Office.
Adalta Limited Annual Report 2019
31
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(r) New and Revised Accounting Standards Adopted by the Group
The Company has adopted AASB 15 Revenue from Contracts with Customers and AASB 9 Financial
Instruments which became effective for financial reporting periods commencing on or after 1 January
2018
(i) AASB 15 Revenue from contracts with customers
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-
related Interpretations. AASB 15 establishes a five-step model to account for revenue arising from
contracts with customers and requires that revenue to be recognised at an amount that reflects the
consideration to which an entity expects to be entitled in exchange for transferring goods or services
to a customer.
The Group has applied the new Standard effective from 1 July 2018 using the modified retrospective
approach. Under this method, the cumulative effect of initial application is recognised as an
adjustment to the opening balance of retained earnings at 1 July 2018 and comparatives are not
restated.
The adoption of AASB 15 does not have a significant impact on the Group as the Group does not
currently have any revenue from customers.
(ii) AASB 9 Financial Instruments
AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and
Measurement for annual periods beginning on or after 1 January 2018, bringing together all three
aspects of the accounting for financial instruments: classification and measurement, impairment, and
hedge accounting.
As a result of adopting AASB 9 Financial Instruments, the Group has amended its financial
instruments accounting policies to align with AASB 9. AASB 9 makes major changes to the previous
guidance on the classification and measurement of financial assets and introduces an ‘expected
credit loss’ model for impairment of financial assets.
There were no financial instruments which the Group designated at fair value through profit or loss
under AASB 139 that were subject to reclassification. The Board assessed the Group’s financial
assets and determined the application of AASB 9 does not result in a change in the classification of
the financial instruments.
The adoption of AASB 9 does not have a significant impact on the financial report.
Adalta Limited Annual Report 2019
32
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(s) New and revised Accounting Standards for Application in Future Periods
AASB 16: Leases applies to annual reporting periods beginning on or after 1 January 2019.
This Standard supersedes AASB 117 Leases, Interpretation 4 Determining whether an Arrangement
contains a Lease, AASB interpretation 115 Operating Leases-Incentives and AASB interpretation 127
Evaluating the Substance of Transactions Involving the Legal Form of lease. AASB 16 sets out the
principles for the recognition, measurement, presentation and disclosure of leases and requires
lessees to account for all leases under a single on-balance sheet model similar to the accounting for
finance leases under AASB 117.
The key features of AASB 16 are as follows:
- Lessees are required to recognise assets and liabilities for all leases with a term of more than 12
months, unless the underlying asset is of low value.
- A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities
similarly to other financial liabilities.
- Assets and Liabilities arising from the lease are initially measured on a present value basis. The
measurement includes non-cancellable lease payments (including inflation-linked payments), and
also includes payments to be mad in optional periods if the lessee is reasonably certain to exercise
an option to extend to lease, or not to exercise an option to terminate the lease.
- AASB 16 contains disclosure requirements for leases.
(i) Lessor accounting
- AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly,
a lessor continues to classify its leases as operating leases or finance leases, and to account for
those two types of leases differently.
- AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information
disclosed about a lessor’s risk exposure, particularly to residual value risk.
Estimated impact of AASB 16 on the Group when the standard is applied
Due to the adoption of AASB 16, the Group’s operating profit will improve, while its interest expense
will increase. This is due to the change in the accounting for expenses of leases that were classified
as operating leases under AASB 117.
(ii) Other standards not yet applicable
There are no other standards that are not yet effective and that would be expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future transactions.
Adalta Limited Annual Report 2019
33
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
2.
REVENUE AND OTHER INCOME
R & D Tax incentive *
Other revenue
Total other revenue
3.
TAX EXPENSE
(a) Tax expense
Current tax
Deferred tax
Income tax expense
(b) Tax reconciliation
2019
$
2018
$
3,498,774
40,000
3,538,774
2,020,175
-
2,020,175
-
-
-
-
-
-
Profit (loss) before income tax expense
(5,918,193)
(3,854,894)
Prima facie tax payable at 27.5%
Non deductible expenses
Non assessable income
Temporary differences
Benefits of tax losses not brought into account
(1,627,503)
2,238,108
(962,163)
(52,128)
403,686
-
(1,060,096)
1,323,658
(555,548)
1,682
290,304
-
(c) The Company has revenue losses of approximately $3,533,000 for which no deferred tax
asset has been recognised.
(d) The Company has no franking credits currently available for future offset.
4.
EARNINGS PER SHARE
(a) Loss used to calculate basic EPS
(b) Weighted average number of ordinary shares outstanding
during the year used in calculating basic and diluted EPS.
(5,918,193)
(3,854,894)
Number of
shares
118,368,172
Number of
shares
101,287,250
The 20,837,520 options (2018: 3,734,427) are not considered to be dilutive.
5.
CASH AND CASH EQUIVALENTS
Cheque account
Cash reserve account
Savings - bonus
Term Deposit
124,849
1,419,794
-
4,011,232
5,555,875
26,154
1,139,562
1,139,972
-
2,306,048
Adalta Limited Annual Report 2019
34
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
6.
TRADE AND OTHER RECEIVABLES
CURRENT
Sundry receivable - R&D tax incentive *
Good and services tax
Prepaid expenses
Accrued income
7.
PLANT AND EQUIPMENT
Plant and Equipment
Less accumulated depreciation
Office equipment
Less accumulated depreciation
Total plant and equipment
Movements in carrying amounts
Movements in the carrying amounts for each class of
(a) Plant and Equipment
Balance at beginning of year
Additions
Disposals
Loss on sale
Depreciation expense
Balance at end of year
(b) Office Equipment
Balance at beginning of year
Additions
Disposals
Loss on sale
Depreciation expense
Balance at end of year
8.
OTHER ASSETS
NON-CURRENT
Security Deposit/Bond
2019
$
2018
$
3,498,774
78,465
35,895
308
3,613,442
2,020,175
60,481
49,644
-
2,130,300
167,234
(29,129)
138,105
13,418
(13,418)
-
138,105
-
167,233
-
-
(29,128)
138,105
-
13,418
-
-
(13,418)
-
-
-
-
10,049
(10,049)
-
-
-
-
-
-
-
-
-
3,142
-
-
(3,142)
-
2,600
2,600
2,600
2,600
Adalta Limited Annual Report 2019
35
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
9.
10.
TRADE AND OTHER PAYABLES
CURRENT
Accrued expenses
Trade creditors
PAYG and super payable
PROVISIONS
CURRENT
Provision for annual leave
Provision for long service leave
2019
$
2018
$
209,929
1,511,380
18,802
1,740,111
169,955
74,587
40,607
285,149
21,874
56,927
78,801
28,983
52,185
81,168
11.
ISSUED CAPITAL
Fully paid ordinary shares
Cash received requiring approval to issue Ordinary Shares*
26,529,233
17,573,527
280,267
-
26,809,501
17,573,527
*On 3 July 2019 Ordinary Shares were issued.
(a) Ordinary Shares
At beginning of reporting period
Issued on exercise of options
Issued on exercise of options in accordance with Limited
Recourse Loan Agreements executed
Issue of ordinary shares
At the end of the reporting period
No.
101,845,845
-
-
No.
101,110,890
146,544
588,411*
48,723,581
150,569,426
-
101,845,845
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up
of the Company in proportion to the number of and amounts paid on the shares held. On a
show 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 new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
*Ordinary shares issued pursuant to Limited Recourse Loan Agreement executed with
eligible employees.
Adalta Limited Annual Report 2019
36
ADALTA LTD
ABN 92 120 332 925
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
11.
ISSUED CAPITAL (continued)
(b) Options on issue
Expiry date
16 October 2020
1 November 2020
30 June 2021
30 September 2021
14 November 2021
14 November 2021
14 November 2021
27 February 2022
30 September 2022
1 November 2022
Number of
options
600,000
234,472
16,482,513*
200,000
775,000
650,000
700,000
620,535
200,000
375,000
20,837,520
*1ADO options issued as outlined in the Prospectus issued dated 23 May 2019. Options are exercisable
at 25 cents, expiring 30 June 2021
12.
RESERVES
Share Based Payment Reserve
At beginning of reporting period
Recognised during the year
At the end of the reporting period
2019
$
172,866
100,698
273,564
2018
$
3,908
168,958
172,866
Adalta Limited Annual Report 2019
37
ADALTA LTD
ABN 92 120 332 925
12.
RESERVES (continued)
The weighted average remaining contractual life of options on issue at 30 June 2019 is 756 days.
Expiry
Date
1-Nov-20
16-Oct-20
14-Nov-21
14-Nov-21
14-Nov-21
14-Nov-21
30-Sep-21
30-Sep-22
1-Nov-22
27-Feb-22
30-Jun-21
Exercise Price
No. at the
start of year
Granted in
the year
Exercised Expired/Cancelled
No. at the
end of year
$0.17
$0.17
$0.25
$0.50
$0.75
$1.00
$0.31
$0.31
$0.25
$0.24
$0.25
234,472
600,000
1,150,000
650,000
350,000
350,000
200,000
200,000
-
-
-
-
-
-
-
-
-
-
200,000
375,000
620,535
16,482,513
3,734,472
17,678,048
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(375,000)
-
-
-
-
(200,000)
-
-
-
(575,000)
234,472
600,000
775,000
650,000
350,000
350,000
200,000
200,000
375,000
620,535
16,482,513
20,837,520
$0.29
Weighted average exercise price
$0.40
13.
RELATED PARTY TRANSACTIONS
Related Parties
The Company's main related parties are as follows:
Non-Executive Director (appointed 16 May 2014)
John Chiplin
Elizabeth McCall Non-Executive Director (appointed 16 December 2010)
James Williams
Non-Executive Director (appointed 16 December 2010)
Samantha Cobb Managing Director & CEO (appointed 29 June 2007, resigned 25 August 2019)
Paul MacLeman
Robert Peach
Rosalind Wilson
Cameron Jones
Chairman & Non-Executive Director (appointed 16 April 2015)
Non-Executive Director (appointed 14 November 2016)
Non-Executive Director (appointed 1 August 2019)
Company Secretary (appointed 31 May 2017)
The Company had no other key management personnel during the period.
(a) Key management personnel
Any person(s) having authority and responsibility for planning, directing and controlling
the activities of the entity, directly or indirectly, including any Director (whether executive
or otherwise) of that entity, is considered key management personnel.
Adalta Limited Annual Report 2019
38
ADALTA LTD
ABN 92 120 332 925
13.
RELATED PARTY TRANSACTIONS (continued)
Remuneration of key management personnel
2019
Non-executive
Directors
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Executive
Directors
Samantha Cobb
Total
Short-term
employee benefits
Salary
& fees
$
Other
$
Post-
employment
benefits
Superannuation
$
Share-
based
payment
Options
$
59,361
45,000
45,000
45,000
45,000
-
-
-
-
-
5,639
-
-
-
-
-
-
-
-
5,305
Total
$
65,000
45,000
45,000
45,000
50,305
260,000
499,361
46,685*
46,685
29,135
34,774
12,423
17,728
348,243
598,548
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 fund that is
managed by its General Partner, Yuuwa Management LP/Yuuwa Capital Management Pty Ltd which are associated with James Williams and Liddy McCall.
Short-term employee
benefits
Salary &
fees
$
Other
$
60,771
45,000
45,000
45,000
45,000
-
-
-
-
-
Post-
employment
benefits
Superannuation
$
Share-
based
payment
Options
$
Total
$
4,229
-
-
-
3,396
-
-
2,264
-
22,963
68,396
45,000
45,000
47,264
67,963
260,000
500,771
66,300
66,300
30,999
35,228
32,415
61,038
389,714
663,337
2018
Non-executive
Directors
Paul MacLeman
James Williams1
Liddy McCall1
John Chiplin
Robert Peach
Executive
Directors
Samantha Cobb
Total
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 fund that is
managed by its General Partner, Yuuwa Management LP/Yuuwa Capital Management Pty Ltd which are associated with James Williams and Liddy McCall.
Adalta Limited Annual Report 2019
39
ADALTA LTD
ABN 92 120 332 925
RELATED PARTY TRANSACTIONS (continued)
13.
Share options were issued to key management personnel as remuneration during the financial
year as set out in the following table. No share options were exercised by key management
personnel during the year (2018: 502,938).
Balance at
2019
1 July No.
Granted as
compensation
No.
Cancelled
Balance at
30 June
No.
Samantha Cobb
1,750,000
375,000
(375,000)
1,750,000
Paul MacLeman
30,000
James Williams
Liddy McCall
John Chiplin
Robert Peach
-
-
20,000
200,000
-
-
-
-
-
-
-
-
-
-
30,000
-
-
20,000
200,000
Total
2,000,000
375,000
(375,000)
2,000,000
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.*
Exercised
Balance at
1,750,000
30,000
(356,394)
(146,544)
-
-
20,000
200,000
-
-
-
-
30 June No.
1,750,000
30,000
-
-
20,000
200,000
502,938
2,000,000
(502,938)
2,000,000
14.
CONTINGENT LIABILIATIES & CONTINGENT ASSETS
The Directors are not aware of any matters or circumstances which may give rise to a
contingent liability or asset.
Adalta Limited Annual Report 2019
40
ADALTA LTD
ABN 92 120 332 925
15.
EVENTS AFTER THE REPORTING PERIOD
On 3rd July 2019, the Company announced the completion of Tranche 2 of the Placement
following approval at the Extraordinary General Meeting on the 27th June 2019. On 3 July 2019
13,732,581 Ordinary Shares were issued at $0.15 per share.
On 1 August 2019, the Company appointed Dr. Rosalind (Ros) Wilson as a Non-Executive
Director. Ros is a graduate of Monash Medical School and holds an MBA from London
Business School. She brings a wealth of experience, combined with scientific and business
skills, through a successful career in clinical development and commercialisation within the
global pharmaceutical and biotechnology sector.
On 12 August 2019, the Company announced that it accepted the notice resignation of Ms
Samantha Cobb as Chief Executive Officer and Managing Director and the company had
commence a domestic and international search for a new CEO. Prior to appointment of a new
CEO, Mr Paul MacLeman will act as Executive Chairman supported by the broader Board.
Samantha Cobb resigned as a Director on 25 August 2019.
16.
COMMITMENTS FOR EXPENDITURE
a) Lease commitments
The Company has a lease agreement with Collins Street Business Centre at the
business address of Level 5, 330 Collins Street Melbourne. This lease terminates on
30 September 2019.
Payable – minimum lease payments
Not later than 12 months
Between 12 months and 5 years
Total
2019
$
7,932
-
7,932
2018
$
8,060
-
8,060
b) Capital commitments
The Company has no capital commitments.
c) Other commitments
The Company has significant expenditure expected to be incurred in relation to
manufacturing costs for its Phase I human study.
17.
FINANCIAL RISK MANAGEMENT
The Company does not have any complex financial instruments or derivatives.
a) Terms, conditions and accounting policies
The Company'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 follows:
Adalta Limited Annual Report 2019
41
ADALTA LTD
ABN 92 120 332 925
17.
FINANCIAL RISK MANAGEMENT (Continued)
Accounting Policies
Terms and Conditions
Statement of
Financial
Position
Notes
Recognised
Financial
Instruments
i) Financial assets
Cheque account
Cash reserve
Savings
Term Deposit
R & D tax incentive
Trade receivables
Goods & services
tax paid
ii) Financial
liabilities
Trade and other
creditors
iii) Equity
Ordinary shares
11
5
5
5
5
6
6
6
9
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 with an
interest rate of 0.00% (2018: 0.00%).
The cash reserve account is at call
with an interest rate of 0.01% (2018:
1.05%).
The savings bonus account is at call
with an interest rate of 0.25% (2018:
0.50%).
The term deposit has an interest rate
of 1.40% (2018: 2.60%).
The incentive is claimed annually
under an Australia Taxation Office
mechanism which designed to
promote research and development.
Recognised on an
accrual basis.
Recognised on an
accrual basis.
Normal invoice terms are 14-30 days.
Business activity statements are
lodged on a quarterly basis.
Liabilities are
recognised for
amounts to be paid in
the future for goods
and services received,
whether or not billed
to the company.
The majority 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.
Ordinary 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.
Adalta Limited Annual Report 2019
42
ADALTA LTD
ABN 92 120 332 925
17.
FINANCIAL RISK MANAGEMENT (Continued)
b) The carrying value of financial assets and liabilities approximates their fair value
c) Financial risk management
The Company's activities expose it to a variety of financial risks; market risk (fair value
interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.
The Company's overall risk management program focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the financial
performance of the Company.
(i) Market risk
The Company is not exposed to either equity securities price risk or commodity price risk.
The Company has an exposure to foreign currency risk because several contracts relating
to cost of services are denominated in foreign currencies. When the service agreement is
signed the Company seeks to lock-in a foreign exchange rate to minimise the risks
associated with fluctuating currency markets.
(ii) Credit Risk
The maximum credit risk is total current assets of which the vast majority is either in the
form of cash or amounts receivable from the Australian Taxation Office in the form of the
Research and Development tax incentive and GST refundable.
(iii) Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and short-term
assets to enable the Company to settle its liabilities.
With no long-term debt or contractual commitments the Company's exposure to liquidity
risk is minimal.
(iv) Cash flow and fair value interest rate risk
As the Company has no interest-bearing liabilities, cash out flows are not exposed to
changes in market interest rates.
The Company maintains a current cheque account balance sufficient to meet day to day
expenses with the balance of cash held in accounts designed to maximise interest income.
Adalta Limited Annual Report 2019
43
ADALTA LTD
ABN 92 120 332 925
2019
$
2018
$
18.
DIVIDENDS
No dividends were paid or declared since the start of the financial year and no
recommendation for payment of dividends has been made.
19.
AUDITORS REUMERATION
Audit services
Auditors of the Company
Butler Settineri (Audit) Pty Ltd
20.
CASH FLOW INFORMATION
(a) Reconciliation of Cash
19 576
24,943
Cash at the end of financial year as included in the statement of cash flows is reconciled to
the related items in the statement of financial position as follows
Cheque account
Cash reserve account
Savings - bonus
Term Deposit
124,849
1,419,794
-
4,011,232
5,555,875
26,514
1,139,562
1,139,972
-
2,306,048
(b) Reconciliation of cash flow from operations with profit
after income tax
Loss attributable to members
Non-cash flows in profit:
Depreciation
Shares based payments recognised
Changes in working capital:
(Increase) / decrease in receivables
Increase / (decrease) in payables
Increase / (decrease) in provisions
Cost of issuing shares
Net cash provided by (used in) operating activities
(5,918,193)
(3,854,894)
32,498
100,698
3,142
168,958
(1,483,140)
1,454,961
(2,367)
(542)
(5,816,085)
(267,627)
(766)
22,571
-
(3,928,616)
Adalta Limited Annual Report 2019
44
ADALTA LTD
ABN 92 120 332 925
DIRECTOR DECLARATION
In accordance with a resolution of the Directors of AdAlta Ltd, the Directors of the Company declare
that:
1. The financial statements and notes as set out on pages 26 to 44 presents fairly the
Company's financial position as at 30 June 2019 and its performance for the year ended on
that date in accordance with Australian Accounting Standards;
2.
In the Directors' opinion there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they become due and payable; and
3. The Directors have been given the declarations required by s 295A of the Corporations Act
2001.
The declaration is made in accordance with a resolutions of the Board of Directors pursuant
to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors:
Director
Paul MacLeman
Dated
28 August 2019
Adalta Limited Annual Report 2019
45
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 2019, 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
2019 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
Property
Intellectual
and
Obligations arising from Research and
Development Agreements
Rights
The Company has
in place multiple
agreements with research and development
providers whereby certain services and
facilities are supplied
for
payment. To enable the delivery of these
services and
the Company’s
intellectual property is made available to the
research and development providers.
in exchange
facilities,
to protect
Management have written specific clauses
into
the Research and Development
the Company’s
Agreements
intellectual property rights and also exercise
their
the
in
agreements and the recognition of any
liabilities and/or commitments
potential
arising therefrom.
interpreting
judgment
Equity and Capital Structure
Refer note 11
During the year, the company successfully
issued fully paid ordinary shares as well as
various options of which some have been
exercised.
and Development
Research
Incentive
Refer notes 2 and 6
Tax
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.
Deferred Taxation
Refer note 3
Management utilise key assumptions,
judgements and estimates in calculating the
deferred tax disclosed in note 1 which are
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.
audit
included
Our
an
procedures
examination of each 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
the assumptions, methodologies and
of
conclusions used by
in
preparing the R&D Tax Incentive application.
We also
the adequacy of
financial report disclosures regarding these
assumptions as disclosed at note 1.
the Company
focused on
Our audit procedures included an evaluation
of
the assumptions, methodologies and
in
conclusions used by
preparing their estimate of deferred taxes.
We also
the adequacy of
financial report disclosures regarding these
assumptions as disclosed at note 1.
the company
focused on
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 2019, 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:
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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
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.
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 2019.
In our opinion, the Remuneration Report of AdAlta Limited, for the year ended 30 June
2019, 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 CA
Director
Perth
Date: 28 August 2019
ADALTA LTD
ABN 92 120 332 925
SHAREHOLDER INFORMATION
Additional information required by Australian Stock Exchange Ltd and not shown elsewhere in this
report is as follows. The information is current as at 20 August 2018.
(a) Distribution of equity securities
Analysis of numbers of quoted equity security holders by size of holding:
i)
Quoted Options, exercisable at $0.25 expiring on 30 June 2021
1
- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,00
1 and over
ii)
Ordinary Shares
1
- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,00
1 and over
Number of holders
Number of units
% Issued Share
54
69
18
71
26
238
28,907
167,109
107,491
2,620,875
20,424,421
23,348,803
0.12%
0.72%
0.46%
11.22%
87.48%
100.00%
Number of holders
Number of units
% Issued Share
10
65
84
339
129
627
314
201,680
700,893
13,271,545
149,539,164
163,713,596
0.00%
0.12%
0.43%
8.11%
91.34%
100.00%
The number of shareholders holding less than a marketable parcel of shares are 58
Adalta Limited Annual Report 2019
51
ADALTA LTD
ABN 92 120 332 925
(b) Voting rights
i)
Options
No voting rights. The names of the twenty largest holders of quoted options are:
Position
1
2
3
4
5
6
7
8
9
10
11
12
12
13
13
14
15
16
17
18
19
20
Holder Name
BRISPOT NOMINEES PTY LTD
CS THIRD NOMINEES PTY LIMITED
UBS NOMINEES PTY LTD
CS FOURTH NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
JAGEN PTY LTD
MEURS HOLDINGS PTY LTD
Robert Peach
CITYCASTLE PTY LTD
MR STUART ROSS MORRIS
NATIONAL NOMINEES LIMITED
DARBY TO PTY LTD
GACHIS ADVISORY LTD
YUNGABURRA PTY LTD
MR ALISTAIR DAVID STRONG
BOYLAN CONSULTANCY PTY LTD
SACAVIC PTY LTD
MARCO AUSTRALIA PTY LIMITED
MCKELL PLACE NOMINEES PTY LTD
MR DARREN CRAIKE
MR ANDREW FREDERICK TROWSE &
MRS PHILIPPA MARY TROWSE
MR ROBIN BEAUMONT & MS HELEN
SHINGLER
Total
Total quoted options
Holding
4,274,768
% IC
18.31%
3,874,071
16.59%
2,557,397
2,494,508
1,333,334
1,250,001
833,334
481,333
335,000
280,063
256,205
208,333
208,333
200,000
200,000
199,999
187,692
10.95%
10.68%
5.71%
5.35%
3.57%
2.06%
1.43%
1.20%
1.10%
0.89%
0.89%
0.86%
0.86%
0.86%
0.80%
175,223
0.75%
167,499
166,666
150,000
0.72%
0.71%
0.64%
134,476
0.58%
19,968,235
23,348,803
85.52%
100.00%
Adalta Limited Annual Report 2019
52
ADALTA LTD
ABN 92 120 332 925
ii)
Ordinary Shares
Each fully paid ordinary share carries voting rights of one vote per share.
The names of the twenty largest holders of quoted ordinary shares are:
Position Holder Name
1
2
3
4
5
6
7
8
9
10
YUUWA CAPITAL LP
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BRISPOT NOMINEES PTY LTD
CITYCASTLE PTY LTD
NATIONAL NOMINEES LIMITED
MEURS HOLDINGS PTY LTD
CS THIRD NOMINEES PTY LIMITED
UBS NOMINEES PTY LTD
LA TROBE UNIVERSITY
CS THIRD NOMINEES PTY LIMITED
CS FOURTH NOMINEES PTY LIMITED
JAGEN PTY LTD
11
12
13 MR ROBIN BEAUMONT & MS HELEN SHINGLER
14
15
16
17
17
18
19
20
Robert Peach
BARE SUPER PTY LTD
SAMANTHA COBB
JOHN CHIPLIN
VEDDEREDDIE PTY LIMITED
JONTRA HOLDINGS PTY LTD
QUTBLUEBOX PTY LTD
DR GRAEME LESLIE MERRINGTON
Total
Total quoted ordinary shares
Holding
54,059,848
14,202,030
8,210,633
6,031,856
5,209,640
5,000,001
4,989,013
4,956,272
3,041,330
3,024,517
2,963,826
2,500,000
2,157,500
1,295,999
1,277,358
1,087,449
1,000,000
1,000,000
938,097
898,116
800,000
124,643,485
163,713,596
% Issued
Share
Capital
33.02%
8.67%
5.02%
3.68%
3.18%
3.05%
3.05%
3.03%
1.86%
1.85%
1.81%
1.53%
1.32%
0.79%
0.78%
0.66%
0.61%
0.61%
0.57%
0.55%
0.49%
76.14%
100.00%
(c) Substantial shareholders
The names of substantial shareholders who have notified the Company in accordance with section
671B of the Corporations Act 2001 are:
Position
Shareholder
1
2
3
YUUWA CAPITAL LP
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BRISPOT NOMINEES PTY LTD
Number of
Shares
54,059,848
14,202,030
8,210,633
% IC
32.90%
8.64%
5.00%
Adalta Limited Annual Report 2019
53
ADALTA LTD
ABN 92 120 332 925
(d) Unquoted equity securities:
Number
588,411
Number of
holders
2
234,472
3
600,000
3
775,000
3
650,000
350,000
350,000
200,000
375,000
200,000
620,535
4
2
2
1
1
1
3
(e) Use of funds
Class
Holders of more than 20%
ORDINARY FULLY PAID
RESTRICTED
Unlisted options exercisable at 17
cents and expiring 1 November 2020
Unlisted options exercisable at 17
cents and expiring 16 October 2020
Unlisted options exercisable at 25
cents and expiring 14 November 2021
Unlisted options exercisable at 50
cents and expiring 14 November 2021
Unlisted options exercisable at 75
cents and expiring 14 November 2021
Unlisted options exercisable at 1 dollar
and expiring 14 November 2021
Unlisted options exercisable at 31
cents and expiring 30 September 2022
Unlisted options exercisable at 25
cents and expiring 1 November 2022
Unlisted options exercisable at 31
cents and expiring 30 September 2021
Unlisted options exercisable at 24
cents and expiring 27 February 2022
Samantha Cobb (356,394)
Michael Foley (232,017)
David McGibney (117,236)
Brian Richardson (58,618)
John Westwick (58,618)
Stephen Felstead (200,000)
John Westwick (200,000)
Brian Richardson (200,000)
Samantha Cobb (375,000)
Michael Foley (200,000)
Robert Peach (200,000)
Samantha Cobb (500,000)
Michael Foley (100,000)
Samantha Cobb (250,000)
Michael Foley (100,000)
Samantha Cobb (250,000)
Michael Foley (100,000)
Dallas Hartman (200,000)
Samantha Cobb (375,000)
Dallas Hartman (200,000)
Brian Richardson (206,845)
John Westwick (206,845)
Stephen Felstead (206,845)
Since admission the Company has used its cash in a way consistent with its business objectives.
Adalta Limited Annual Report 2019
54