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5
Annual Report
2015
Annual Report
2015
Contents
Operations Report
Intellectual Property Report
Directors’ Report
Corporate Governance Statement
Auditors’ Independence Declaration
Annual Financial Report
Statement of Profit or Loss and Other
Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Cash Flow Statement
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Company Directory
1
5
8
18
23
24
25
26
27
28
29
50
51
53
55
Overview of Company’s Activities
Antisense Therapeutics Limited (“the Company” or “Antisense
Therapeutics”) continued its focus on advancing its antisense
products under development. The following report on
operations details the research and development activities
undertaken by the Company in the period.
Antisense Therapeutics’ Mission
Antisense Therapeutics’ mission is to develop and
commercialise novel antisense therapeutics in-licensed from
Isis Pharmaceuticals Inc (Isis), world leaders in antisense drug
discovery and development. The Company’s Research and
Development activities are focused on developing its pipeline
of 2nd generation antisense drugs for diseases where there
is a significant and acknowledged unmet medical need and
where the antisense technology has the potential to provide
compounds with clear competitive advantages over existing
therapies or drugs in development for those diseases.
Antisense Technology
Antisense drugs are small (12-21 nucleotides) pieces of DNA
or RNA that are chemically modified to engineer good drug
properties. Conventional medicines typically bring about their
desired therapeutic effect by binding to a target protein directly,
to interfere with the action of the disease causing protein.
Antisense drugs on the other hand, are rationally designed to
bind to a specific messenger RNA sequence with extraordinary
precision and thereby block or stop the production of the
disease causing protein in the first instance.
The antisense drugs in our pipeline accessed via the
Company’s technology collaboration with Isis incorporate
Isis second-generation chemistry. Second-generation drugs
are composed of both RNA-like and DNA-like nucleotides,
while first-generation drugs are entirely DNA-like. Because
RNA hybridizes more tightly to RNA than to DNA, the second-
What is Acromegaly?
Acromegaly is a serious chronic life threatening disease
triggered by excess secretion of growth hormone (GH)
by benign pituitary tumours. Oversupply of GH over
stimulates liver, fat and kidney cells, through their
GH receptors, to produce excess levels of Insulin-Like
Growth Factor-I (IGF-I) in the blood manifesting in
abnormal growth of the face, hands and feet, and
enlargement of body organs including liver, kidney
and heart. The primary treatments for acromegaly are
to surgically remove the pituitary gland and/or drug
therapy to normalize GH and serum IGF-I levels. In
North America and Europe there are approximately
85,000 diagnosed acromegaly patients with about half
requiring drug therapy.
Operations Report
generation drugs have a greater affinity for their RNA targets
and, therefore, greater potency than their first generation
antisense drugs. Second generation antisense drugs are more
stable, allowing more convenient dosing regimens, better
tolerated, and have broad disease application.
Projects Update
ATL1103 for Acromegaly, Diabetic
Retinopathy and Nephropathy and Cancer
ATL1103 is a second generation antisense drug designed to block
growth hormone receptor (GHr) expression thereby reducing
levels of the hormone insulin-like growth factor-I (IGF-I) in the
blood and is a potential treatment for diseases associated with
excessive growth hormone action. By inhibiting GHr production,
ATL1103 in turn reduces IGF-I levels in the blood (serum). There
are a number of diseases that are associated with excess GH and
IGF-I action. These diseases include acromegaly, an abnormal
growth disorder of organs, face, hands and feet; diabetic
retinopathy, a common disease of the eye and a major cause of
blindness; diabetic nephropathy, a common disease of the kidney
and major cause of kidney failure, and certain forms of cancer.
ATL1103 is in clinical development as a treatment for
acromegaly. The therapeutic activity of ATL1103 has been
demonstrated both in animal pharmacology studies, where
ATL1103 has shown the successful suppression of serum IGF-I
levels in both mice and primates, and in a Phase I clinical trial
in healthy volunteers. Normalizing serum IGF-I levels is the
therapeutic goal in the treatment of acromegaly and reducing
the effects of IGF-I has a potential role in the treatment of
diabetic retinopathy, nephropathy and certain forms of cancer.
Following the successful Phase I trial, the Company initiated a
Phase II clinical trial of ATL1103 in patients with acromegaly.
In September 2014 the Company reported successful efficacy
results from the Phase II trial with the trial having met its primary
efficacy endpoint by showing a statistically significant average
reduction in sIGF-I levels of 26% from baseline (P<0.0001) at
week 14 (one week past the last dose) at the 400mg per week
dose tested. ATL1103 was assessed as generally well tolerated
and the positive safety profile suggested that the drug may be
tolerated at higher dose levels than 400mg per week.
In early December 2014 the Company advised that it was
planning to undertake a small, higher dose (600mg/week)
study in Australia in 4 acromegaly patients to support the use
of a higher dose of ATL1103 in future Phase III trials for dose
escalation in patients with more active disease. Later in the
same month the Company advised that it had received Ethics
Committee approval to conduct this higher dose trial of ATL1103.
ANNUAL REPORT 2015 1
Operations Report continued
Progress
ATL1102 for Multiple Sclerosis (MS)
On 5 March 2015 the Company advised that it had received
the requisite approvals and acknowledgements to commence
patient enrolment in its ATL1103 higher dose study. The design
of this higher dose trial is an open-label study of the safety,
tolerability, pharmacokinetics and efficacy [effect on serum
insulin like growth factor I (sIGF-I)] of ATL1103 in adult patients
with acromegaly dosed twice weekly with ATL1103 at 300mg
for 13 weeks (600mg weekly) with two months of follow up.
On 6 March 2015 the Company announced that Dr Peter
Trainer, Professor of Endocrinology, The Christie NHS
Foundation Trust, UK, and Chief Investigator for the Company’s
ATL1103 Phase II study, would present on the ATL1103 project
and the previously announced Phase II trial results at the
world’s largest endocrinology meeting, ENDO 2015.
On 15 May 2015 the Company announced that Cortendo AB a
biopharmaceutical company focused on rare endocrine disorders
and other rare diseases and Antisense Therapeutics Limited
had entered into an exclusive license agreement that provides
Cortendo with development and commercialization rights to
Antisense Therapeutics’ ATL1103 for endocrinology applications.
Under the terms of the agreement, Cortendo provided
Antisense Therapeutics with an initial upfront payment of $5
million (AUD $6.4 million), consisting of $3 million (AUD
$3.9 million) in cash and a $2 million (AUD $2.5 million)
investment in Antisense Therapeutics equity. Additional
payments, contingent upon achieving specific development
and commercialization milestones, may total up to $105
million (AUD $131 million) over the lifetime of the agreement.
There is also the potential for royalty payments based upon
sales performance.
Cortendo will be responsible for the ongoing clinical
development of ATL1103 in endocrinology applications and
will fund the associated future development, regulatory and
drug manufacture costs. Antisense Therapeutics will retain
commercialization rights for ATL1103 in endocrinology
applications in Australia and New Zealand, and will also retain
worldwide rights for other ATL1103 indications, and may utilize
new ATL1103 data generated by Cortendo in pursuing these
other indications, subject to certain terms and conditions.
Patent News
ATL1102 is a second generation antisense inhibitor of
CD49d, the alpha subunit of VLA-4 (Very Late Antigen-4). In
inflammation, white blood cells (leukocytes) move out of the
bloodstream into the inflamed tissue, for example, the Central
Nervous System (CNS) in MS, and the lung airways in asthma.
In MS, the inhibition of VLA-4 prevents white blood cells from
entering the CNS, thereby reducing the severity of the disease
and slowing its progression. VLA-4 is a clinically validated
target in the treatment of MS. Antisense inhibition of VLA-4 has
demonstrated positive effects in a number of animal models of
inflammatory disease including MS. ATL1102 was shown to be
highly effective in reducing MS lesions in a Phase IIa clinical
trial in MS patients.
In September 2014 the Company reported the publication of
previously generated Phase IIa clinical trial data on ATL1102
in the medical journal Neurology. The article titled “CD49d
antisense drug ATL1102 reduces disease activity in patients
with relapsing-remitting MS”, was included in the print edition
Volume 83, November 11, 2014.
In October 2014 the Company reported that the US Food and
Drug Administration (FDA) had responded affirmatively to the
Company’s plan to submit a U.S. Investigational New Drug
(IND) application for initiation of longer term Phase IIb human
trials of ATL1102 for the treatment of Multiple Sclerosis (MS)
and that supportive guidance had been obtained from the
agency’s Pre-IND assessment of the development strategy for
ATL1102, including plans for a Phase IIb study in MS patients.
In December 2014 the Company reported that it was
investigating provision of ATL1102 under an Early Access
Program (EAP) on compassionate use or on a named patient
basis in markets where the drug would qualify for use on these
grounds including those where the Company can charge
for drug access resulting in a possible early income stream
and that Antisense Therapeutics was in discussions with an
experienced European based group to set up and run the
program in Europe for the Company.
What is Multiple Sclerosis?
On 7 July 2014 the Company announced that the Canadian
Patent Office allowed patent application 2,517,101 entitled “A
Modified Oligonucleotide for inhibition of Growth Hormone
Receptor Expression” which covers the Company’s growth
hormone receptor (GHr) targeting drug ATL1103 and its use
until February 2024.
On 16 April 2015 the Company announced that the European
Patent Office had allowed European patent application
11194098.7 entitled “Modulation of growth hormone receptor
expression and insulin-like growth factor expression” and
provides protection in the major pharmaceutical markets in
Europe to 2024, with potential for extension to 2029.
Multiple Sclerosis (MS) is a life-long, chronic disease
that progressively destroys the central nervous system
(CNS). It affects approximately 400,000 people in
North America and more than 1 million worldwide
and the current market for MS drugs is estimated at
more than USD$12 billion. It is a disease that affects
more women than men, with onset typically occurring
between 20 and 40 years of age. Symptoms of MS may
include vision problems, loss of balance, numbness,
difficulty walking and paralysis. In Australia MS affects
over 15,000 people and worldwide MS may affect
more than one million people.
2 ANTISENSE THERAPEUTICS
Progress
ATL1102 for Stem Cell Mobilisation
On 27 May 2015 the Company announced that it had signed
a global agreement with innovative expanded access provider
myTomorrows (Amsterdam, The Netherlands) to implement an
Early Access Program (EAP) for ATL1102 for the treatment of
Multiple Sclerosis (MS). Subject to myTomorrows receiving the
requisite regulatory approvals and support for the ATL1102 EAP
program, ANP expects to provide ATL1102 to MS treatment
centres in the EU at prices that are comparable to current
medicines used to treat MS. Initially the focus will be on those
major European countries where the drug would qualify for
use. Under the EAP agreement, myTomorrows will perform at
their cost the EAP activities including relevant data collection
and the seeking of the EAP approvals. myTomorrows are to
receive a share of EAP related revenue less the cost of drug
and associated pass through costs including those to Isis
Pharmaceuticals from whom ANP in-licensed ATL1102.
ANP is working to firm up suitable ATL1102 drug product
supply and the initial quantities for use in the program while
its partner, myTomorrows, is preparing documentation for
physician education and the EAP approvals process.
Patent News
On 16 September 2014 the Company announced that
the European Patent Office had allowed European patent
application 09798248.2, entitled “Methods for Treating
Multiple Sclerosis using Antisense Oligonucleotides” which
extends coverage of the ATL1102 compound for the treatment
of relapsing-remitting multiple sclerosis (RRMS) patients until
2029 with potential for up to 5 year extension to 2034.
With this allowance the granting of the European patent is a
formality and will take place in the coming months.
What is Prostate Cancer?
Prostate cancer is the second most frequently
diagnosed cancer in men after skin cancer. Metastatic
disease invariably progresses to hormone refractory
or castrate-resistant prostate cancer (CRPC) if given
enough time. Prostate tumours are initially androgen
(male sex hormone) dependent, and can be treated
with androgen ablation therapy (the term “castration”
can be used to describe removal of the source of
androgen), however once the disease progresses to its
most dangerous and aggressive form, CRPC, treatment
options are limited and prognosis is poor. Treatment
options depend on disease severity and include
radiation and chemotherapy, which are designed to
induce programmed cell death (apoptosis) of tumour
cells. There is a pressing need for the development of
new treatment options for CRPC.
Stem cell transplantation is a medical procedure used
to improve clinical outcomes for patients undergoing
chemotherapy to treat cancer. The Company identified a
potential application for ATL1102 as a stem cell mobilization
agent for use in combination with G-CSF (the main agent
used for hematopoietic stem cell mobilization) in stem cell
transplantation. In July the Company announced the results of
the proof of concept trial which showed that use of ATL1102 in
combination with G-CSF did not appear to increase the release
of CD34+ stem cells beyond that achieved with G-CSF alone
and consequently was not planning to move forward with the
clinical development of ATL1102 in the SCM indication.
ATL1102 for Asthma
The Company has previously reported encouraging results
achieved in an animal model of asthma with the inhaled form
of an antisense compound targeting the VLA-4 molecule.
Experimental studies showed that the delivery of an antisense
drug against VLA-4 via inhalation to the lung significantly
suppressed the key asthma indicators in allergen sensitized
mice at very low inhaled doses, pointing to the potential
application of ATL1102 as an inhaled treatment for asthma.
The Company has conducted successful animal studies using
inhaled ATL1102. Further development for the inhaled asthma
application of ATL1102 would be undertaken with a partner.
ATL1101 for Prostate Cancer
ATL1101 is an antisense inhibitor of insulin like growth factor 1
receptor (IGF-Ir). IGF-Ir is one of the best known of a family of
cell signalling molecules that are referred to as “anti-apoptotic”.
These molecules prolong cell survival by inhibiting programmed
cell death (apoptosis). Inhibition of cell survival molecules like
IGF-Ir can render tumour cells more susceptible to cell death with
cytotoxic (cell death inducing) drugs. Similar “chemosensitiser”
therapeutic approaches targeting the IGF-Ir are under
investigation in several large pharmaceutical companies, lending
support to ATL’s antisense-based strategy against the same
target. In animal studies ATL1101 demonstrated its effectiveness
in suppressing human prostate cancer tumour growth in mouse
models of human prostate cancer. ATL has previously undertaken
certain toxicology studies on ATL1101 that would potentially
position the drug to move into a clinical study in patients with
prostate cancer. Further clinical development of ATL1101 would
be anticipated to occur with a partner.
R&D Tax Incentive
During the year the Company received from the ATO a
payment of $1,139,739 in relation to R&D expenditure
incurred in the 30 June 2014 financial year.
Capital Raising
Through October and November 2014, the Company raised
$2 million through a placement to institutional investors and a
share purchase plan.
ANNUAL REPORT 2015 3
Operations Report continued
As referred to in the Projects Update section of the report,
the Company received $2.5 million through a share issue to
license partner Cortendo. These shares are held in escrow for
up to 2 years.
For further details, please refer to Note 16 Contributed Equity.
Financial Position
At 30 June 2015, the Company had cash reserves of
$6,829,605 (2014: $1,334,513).
Events after Balance Sheet Date
No matters or circumstances have arisen since the end of the
reporting period, not otherwise disclosed in this report, which
significantly affected, or may significantly affect, the operations
of the Company, the result of those operations, or the state of
affairs of the Company in subsequent financial periods.
Auditor’s Independence Declaration
A copy of the Auditor's Independence Declaration as required
under section 307C of the Corporations Act 2001 is set out on
page 23.
4 ANTISENSE THERAPEUTICS
Intellectual Property Report
Antisense Therapeutics currently has 8 patent families with 63 patents registered and 12 patent applications pending covering its
three antisense drugs ATL1101, ATL1102, and ATL1103 and their applications. Antisense Therapeutics has also licensed from Isis
Pharmaceuticals, 19 Isis proprietary patents and applications directed to the antisense drug platform together with rights to 11
other Isis manufacturing patent families.
Since reporting on the status of the Company’s intellectual property portfolio in the 2014 Annual Report the Company has
successfully expanded its patent portfolio as follows:
• 2 US patents and a Canadian patent and a key European patent have been issued and/or registered;
o US 8,637,484, covering 48 other antisense to human GHr that reduce GHr has been registered and Canadian patent
2,517101 covering ATL1103 has been granted;
o European application 09798248.2 covering ATL1102 in the treatment of relapsing forms of MS has been granted and
registered in 10 European countries; and
o US 9,084,770 covering the use of the ATL1101 compound and other antisense to IGF-IR for enhancing the sensitivity of
IGF-IR positive tumors or cancer cells to a taxane has been issued;
• A US continuation application 14/731203 has been filed covering the use of ATL1101 and other antisense to IGF-IR to
treat IGF-IR positive prostate tumors or cancers;
• A European divisional application of 09798248.2 has been filed covering the use of ATL1102 for the treatment of non-
relapsing forms of MS such as primary progressive and secondary progressive MS together with a corresponding Japanese
Divisional.
The progress outlined above has added significant value to an already extensive intellectual property portfolio. Key patents
have been granted for all of the compounds in Antisense Therapeutics’ product pipeline that underpin Antisense Therapeutics
commercialisation plans for its antisense drugs.
Country
Patent application or Patent No.
Current Status
Expiry
ATL1103 Patent Portfolio**
US
US
US
7,803,781
8,299,039
8,637,484
Patent Registered
Patent Registered
Registered
International
PCT/US2004/005896
National Phase applications
Australia
Canada
Europe***
Europe***
Japan
Japan
New Zealand
USA
USA
USA
International
Australian
Canada
Europe
Japan
New Zealand
USA
International
2004217508
2,517,101
04715642.7
11194098.7
Divisional of 04715642.7
2006-508878
Divisional of 2006-508878
542595
7,846,906
8,623,836
14/137852 Continuation of
US/12/953105
Patent Registered
Patent Registered
Under Examination
Under Examination
Patent Registered
Under Examination
Patent Registered
Patent Registered
Patent Registered
Under Examination
PCT/AU2013/000095
National Phase Applications
2013214698
2863499
13743020.3
2014-555044
629004
14/376390
PCT/AU2014/000613
Filed
Filed
Filed
Filed
Under Examination
Under Examination
International Phase
2025*
2024*
2024*
2024*
2024
2024*
2024*
2024*
2024*
2024
2024*
2024*
2024*
2032
2032
2032
2032
2032
2032
2033
ANNUAL REPORT 2015 5
Intellectual Property Report continued
Country
Patent application or Patent No.
Current Status
Expiry
ATL1102 Patent Portfolio**
USA
USA
US 5968 826
US 6258 790
Patent Registered
Patent Registered
2018**
2018*/**
International
PCT/US99/18796
National Phase applications
Australia
Canada
Japan
Japan
Europe
Denmark
Finland
France
Germany
Italy
Spain
Sweden
AU 759938
2,345,209
2000-574727
2006-000258
EP1123414
DK/EP1123414
EP(FI)1123414
EP(FR)1123414
DE69934998.2-08
IT40051BE2007
ES2279632
SE99942290.0
United Kingdom
EP(UK)1123414
ATL1102 MS Patent Portfolio**
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Regional Phase - granted
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
International
PCT/US2009/003760
National Phase applications
Australia
Canada
Europe***
Denmark
Finland
France
Germany
Italy
Spain
Sweden
Switzerland
The Netherlands
United Kingdom
Europe ***
Japan
Japan
USA
USA
6 ANTISENSE THERAPEUTICS
AU 2009271678
2,728562
09798248.2
Patent Registered
Under Examination
Regional Phase - granted
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Divisional of 09798248.2
Filed
2011-516297
Under Examination
2014-208153 (Divisional of 2011-5516297)
Filed
8,415,314
8,759,314
Patent Registered
Patent Registered
2019*
2019
2019*
2019*
2019*
2019*
2019*
2019*
2019*
2019*
2019*
2019*
2029*
2029
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
2029*
Country
Patent application or Patent No.
Current Status
Expiry
ATL1102 Inhaled Asthma Patent Portfolio**
International
PCT AU 2005/001634
National Phase applications
Australia
Canada
Europe
Denmark
Finland
France
Germany
Italy
Spain
Sweden
AU 2005327506
CA 2,584,614
EP1809302
DK/EP1809302T3
EP(FI)1809302
EP(FR)1809302
DE 60 2005 035 821.8
IT73129 BE/2012
ES2392449
SE1809302T3
United Kingdom
EP(UK)1809302
Japan
New Zealand
USA
JP 2007-535071
NZ 554277
US 8,765,700
ATL1101 Patent Portfolio**
Patent Registered
Under examination
Regional Phase - granted
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Abandoned
Patent Registered
Patent Registered
International
PCT/AU2004/00160
National Phase applications
Australia
Canada
Europe
Denmark
Finland
France
Germany
Italy
Spain
Sweden
2004210882
2515484
EP1597366
DK/EP1597366
EP(FI)1597366
EP(FR)1597366
DE1597366
IT1597366
ES1597366
SE1597366
United Kingdom
EP(UK)1597366
Japan
New Zealand
USA
USA
USA
USA
4753863
541637
US7468356
US8217017
9,084,770
US14/731203
(continuation of US12/578,471)
Patent Registered
Patent Registered
Regional Phase - granted
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Patent Registered
Filed
2025*
2025
2025*
2025*
2025*
2025*
2025*
2025*
2025*
2025*
Relying on data
exclusivity
2025
2028*
2024 *
2024
2024*
2024*
2024*
2024*
2024*
2024*
2024*
2024*
2024*
2024
2025 *
2025*
2029
2029
* Potential for up to 5 year extensions to the patent term once the product is a registered drug.
** ATL1101, ATL1102, ATL1103 are also protected internationally by other Isis proprietary antisense technology patents and
applications to which Antisense Therapeutics has world-wide license including US7015315 to 2023. Antisense technology
patents are potentially extendible for up to 5 years to 2028 in the US.
*** Designates all member states of European patent countries including all extension states.
ANNUAL REPORT 2015 7
Directors’ Report
The Board of Directors of Antisense Therapeutics Limited present their report on the consolidated entity (referred to hereafter as
‘the Company’) consisting of Antisense Therapeutics Limited and the entities it controlled at the end of, or during, the year ended
30 June 2015. In order to comply with the provisions of the Corporations Act 2001, the Board of Directors report as follows:
Directors The names of the Directors in office at any time during, or since the end of the year are as follows:
Mr. Robert W Moses
Independent Non-Executive Chairman
Dr. Chris Belyea
Independent Non-Executive Director
Appointed to the Board:
23 October 2001
Last elected by shareholders: 1 November 2013
Qualifications:
BA, MBA, FAICD, FAIM
Experience:
Robert (Bob) Moses was formerly Corporate Vice President
of CSL Limited. Mr. Moses draws on more than 40 years’
experience in the pharmaceutical/biotechnology industry.
During the period 1993-2001, Mr. Moses played a central
role in CSL's development internationally. Prior to joining CSL,
Mr. Moses was Managing Director of commercial law firm
Freehills, Chairman and CEO of a NASDAQ listed medical
service company, and Corporate Manager of New Business
Development at ICI (now Orica). Mr. Moses is also the former
Non-Executive Chairman of TGR Biosciences Pty Ltd. Mr.
Moses also spent 17 years in various management roles at the
multinational pharmaceutical company Eli Lilly.
Interest in shares & options: 3,024,434 ordinary shares
and 708,001 options over
ordinary shares.
Appointed to the Board:
Last elected by shareholders: 1 November 2013
Qualifications:
13 November 2000
BSc(Hons), PhD, FIPAA
Experience:
Chris Belyea has a PhD in physics from the University of
Melbourne and is a registered patent attorney. He became
the founding CEO of Antisense Therapeutics Limited in
November 2000 and remained in this role until January 2002
(shortly after Antisense Therapeutics Limited was listed on the
Australian Stock Exchange). He worked for the Australian patent
firm Griffith Hack & Co for 5 years before joining Circadian
Technologies Limited as its Licensing and Projects Manager
in 1996. In 1998 Dr. Belyea became founding CEO and
member of the board of biotechnology company, Metabolic
Pharmaceuticals Ltd. He served with Metabolic as an executive
until mid-2008, and now runs his own patent attorney practice.
Interest in shares & options:
285,579 ordinary shares
and 61,222 options over
ordinary shares.
Committees:
Chairman of the Remuneration Committee and member of the
Audit Committee.
Committees:
Chairman of the Audit Committee and member of the
Remuneration Committee.
Directorships held in other entities:
Nil
Mr. Mark Diamond
Managing Director
Directorships held in other entities:
Nil
Dr. Graham Mitchell
Independent Non-Executive Director
Appointed to the Board:
Qualifications:
31 October 2001
BSc, MBA, MAICD
Experience:
Mark Diamond has over 25 years’ experience in the
pharmaceutical and biotechnology industry. Before joining
Antisense Therapeutics Limited as MD and CEO in 2001, Mr.
Diamond was employed in the US as Director, Project Planning/
Business Development at Faulding Pharmaceuticals. Prior to this
he held the positions of Senior Manager, Business Development
and In-licensing within Faulding's European operation based in
the UK and International Business Development Manager with
Faulding in Australia.
Appointed to the Board:
24 October 2001
Last elected by shareholders: 6 November 2014
Qualifications:
AO, RDA, BVSc, FACVSc,
PhD, FTSE, FAA
Experience:
Graham Mitchell through Foursight Associates Pty Ltd, acts as
joint Chief Scientist for the Victorian Government Department
of Environment and Primary Industries. Dr. Mitchell is a Non-
Executive Director of Avipep Pty Ltd and is a Principal of
Foursight. Dr. Mitchell has held the position of Director of
Research in the R&D Division of CSL Limited and for many
years was a research scientist at The Walter & Eliza Hall Institute
(WEHI). He is currently a Board Member of WEHI.
Interest in shares & options:
1,357,914 ordinary shares
and 351,189 options over
ordinary shares.
Interest in shares & options:
240,180 ordinary shares
and 60,582 options over
ordinary shares.
Committees:
Nil
Directorships held in other entities:
Nil
Committees:
Member of the Remuneration Committee.
Directorships held in other entities:
Nil
Directors have been in office since the start of the financial year to the date of this report, unless stated otherwise.
8 ANTISENSE THERAPEUTICS
Company Secretary
Mr. Phillip Hains held the position of Company Secretary since
the start of the financial year to the date of this report.
Mr. Hains has served as the Company's Company Secretary
and Chief Financial Officer since 9 November 2006. He is a
Chartered Accountant operating a specialist public practice,
'The CFO Solution'.
The CFO Solution focuses on providing back office support,
financial reporting and compliance systems for listed public
companies. A specialist in the public company environment, Mr
Hains has served the needs of a number of company boards
and their related committees. He has over 20 years' experience
in providing businesses with accounting, administration,
compliance and general management services.
Principal Activity
The principal activity of Antisense Therapeutics Limited during
the financial year was the research and development of novel
antisense pharmaceuticals.
Dividends
The Directors did not pay any dividends during the financial
year. The Directors do not recommend the payment of a
dividend in respect of the 2015 financial year.
Significant Changes in State of Affairs
There have been no other significant changes in the nature of
Antisense Therapeutics Limited's principal activities during the
financial year.
The 'Operations Report' provides further details regarding
the progress made by the Company since the prior financial
period, which have contributed to its results for the year.
Risk Management
The Board is responsible for overseeing the establishment and
implementation of the risk management system, and to review
and assess the effectiveness of the Company's implementation
of that system on a regular basis.
The Board and senior management will continue to identify the
general areas of risk and their impact on the activities of the
Company. The potential risk areas for the Company include:
• efficacy, safety and regulatory risk of pre-clinical and
clinical pharmaceutical development;
• financial position of the Company and the financial
outlook;
• economic outlook and share market activity;
• changing government policy (Australian and overseas);
• competitors' products/research and development
programs;
• market demand and market prices for therapeutics;
• environmental regulations;
• ethical issues relating to pharmaceutical research and
development;
•
the status of partnership and contractor relationships;
• other government regulations including those specifically
relating to the biotechnology and health industries; and
• occupational health and safety and equal opportunity
law.
Significant Events after Balance Date
Management will continue to perform a regular review of the
following:
There have not been any matters or circumstances, other than
that referred to in the operations report, financial statements,
or notes thereto, that have arisen since the end of the
financial year, which significantly affected, or may significantly
affect, the operations of Antisense Therapeutics Limited, the
results of those operations or the state of affairs of Antisense
Therapeutics Limited.
Likely Developments and Expected Results
The likely developments in the Company's operations, to the
extent that such matters can be commented upon, are covered
in the 'Operations Report’.
Operating and Financial Review
The profit of the Company after income tax for the financial
year was $706,918 (2014: loss $3,013,272). This result
has been achieved after fully expensing all research and
development costs.
The Company had a cash reserve of $6.8 million at 30 June 2015.
•
the major risks that occur within the business;
•
the degree of risk involved;
•
the current approach to managing the risk; and
• where appropriate, determine:
o any inadequacies of the current approach; and
o possible new approaches that more efficiently and
effectively address the risk.
ANNUAL REPORT 2015 9
Directors’ Report continued
Biotechnology Companies – Inherent Risks
Pharmaceutical research and development
(R&D)
Pharmaceutical R&D involves scientific uncertainty and long
lead times. Risks inherent in these activities include uncertainty
of the outcome of the Company's research results; difficulties
or delays in development of any of the Company's drug
candidates; and general uncertainty related to the scientific
development of a new medical therapy.
The Company's drug compounds require significant pre-clinical
and human clinical development prior to commercialisation,
which is uncertain, expensive and time consuming. There may
be adverse side effects or inadequate therapeutic efficacy of
the Company's drug candidates which would prevent further
commercialisation. There may be difficulties or delays in testing
any of the Company's drug candidates. There may also be
adverse outcomes with the broader clinical application of the
antisense technology platform which could have a negative
impact on the Company's specific drug development and
commercialisation plans.
No assurance can be given that the Company's product
development efforts will be successful, that any potential
product will be safe and efficacious, that required regulatory
approvals will be obtained, that the Company's products will
be capable of being produced in commercial quantities at an
acceptable cost or at all, that the Company will have access to
sufficient capital to successfully advance the products through
development or to find suitable development or commercial
partners for the development and or commercialisation of the
products and that any products, if introduced, will achieve
market acceptance.
Partnering and licensing
Due to the significant costs in drug discovery and development
it is common for biotechnology companies to partner with
larger biotechnology or pharmaceutical companies to help
progress drug development. While the Company has previously
entered into such licensing agreements with pharmaceutical
partners, there is no guarantee that the Company will be
able to maintain such partnerships or license its products in
the future. There is also no guarantee that the Company will
receive back all the data generated by or related intellectual
property from its licensing partners. In the event that the
Company does license or partner the drugs in its pipeline, there
is no assurance as to the attractiveness of the commercial terms
nor any guarantee that the agreements will generate a material
commercial return for the Company.
Regulatory Approvals
Complex government health regulations, which are subject to
change, add uncertainty to obtaining approval to undertake
clinical development and obtain marketing approval for
pharmaceutical products.
10 ANTISENSE THERAPEUTICS
Delays may be experienced in obtaining such approvals, or
the regulatory authorities may require repeat of different or
expanded animal safety studies or human clinical trials, and
these may add to the development cost and delay products
from moving into the next phase of drug development and up
to the point of entering the market place. This may adversely
affect the competitive position of products and the financial
value of the drug candidates to the Company.
There can be no assurance that regulatory clearance will be
obtained for a product or that the data obtained from clinical
trials will not be subject to varying interpretations. There can be
no assurance that the regulatory authorities will agree with the
Company's assessment of future clinical trial results.
Competition
The Company will always remain subject to the material
risk arising from the intense competition that exists in the
pharmaceutical industry. A material risk therefore exists
that one or more competitive products may be in human
clinical development now or may enter into human clinical
development in the future. Competitive products focusing
on or directed at the same diseases or protein targets as
those that the Company is working on may be developed by
pharmaceutical companies or other antisense drug companies
including Isis or any of its other collaboration partners or
licensees. Such products could prove more efficacious, safer,
more cost effective or more acceptable to patients than the
Company product. It is possible that a competitor may be in
that market place sooner than the Company and establish itself
as the preferred product.
Technology and Intellectual Property Rights
Securing rights to technology and patents is an integral
part of securing potential product value in the outcomes of
pharmaceutical R&D. The Company's success depends, in
part, on its ability to obtain patents, maintain trade secret
protection and operate without infringing the proprietary rights
of third parties. There can be no assurance that any patents
which the Company may own, access or control will afford the
Company commercially significant protection of its technology
or its products or have commercial application, or that access
to these patents will mean that the Company will be free to
commercialise its drug candidates. The granting of a patent
does not guarantee that the rights of others are not infringed
or that competitors will not develop technology or products to
avoid the Company's patented technology or try to invalidate
the Company’s patents, or that it will be commercially viable
for the Company to defend against such potential actions of
competitors.
Environmental Regulation and Performance
The Company is involved in pharmaceutical research and
development, much of which is contracted out to third parties,
and it is the Director’s understanding that these activities do
not create any significant/material environmental impact. To
the best of the Company's knowledge, the scientific research
activities undertaken by, or on behalf of, the Company are in
full compliance with all prescribed environmental regulations.
Meetings of Directors
During the financial year, 10 meetings of Directors (including committees of Directors) were held. Attendances by each Director
during the year were as follows:
Board Meetings
Committee Meetings
Audit
Remuneration
No. eligible
to attend
No.
attended
No. eligible
to attend
No.
attended
No. eligible
to attend
No.
attended
Mr Robert W Moses
Mr Mark Diamond
Dr Chris Belyea
Dr Graham Mitchell
10
10
10
10
10
10
10
8
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
As at the date of this report the Company had an Audit
Committee and Remuneration Committee, with membership of
the committees as follows:
Audit Committee
Remuneration
Committee
Chairman
Dr Chris Belyea
Mr Robert W Moses
Members
Mr Robert W Moses Dr Chris Belyea
Dr Graham Mitchell
Indemnification and Insurance of Directors
and other Officers
Under the Company’s constitution:
(a) To the extent permitted by law and subject to
the restrictions in section 199A and 199B of the
Corporations Act 2001, the Company indemnifies every
person who is or has been an officer of the Company
against any liability (other than for legal costs) incurred
by that person as an officer of the Company where the
Company requested the officer to accept appointment
as Director.
(b) To the extent permitted by law and subject to the
restrictions in sections 199A and 199B of the
Corporations Act 2001, the Company indemnifies every
person who is or has been an officer of the Company
against reasonable legal costs incurred in defending an
action for a liability incurred by that person as an officer
of the Company.
The Company has insured its Directors, the Company
Secretaries and executive officers for the financial year ended
30 June 2015. Under the Company's Directors' and Officers'
Liability Insurance Policy, the Company cannot release to any
third party or otherwise publish details of the nature of the
liabilities insured by the policy or the amount of the premium.
Accordingly, the Company relies on section 300(9) of the
Corporations Act 2001 to exempt it from the requirement
to disclose the nature of the liability insured against and the
premium amount of the relevant policy.
The Company also has in place a Deed of Indemnity, Access
and Insurance with each of the Directors. This Deed:
(i) indemnifies the Director to the extent permitted by law
and the Constitution against certain liabilities and legal
costs incurred by the Director as an officer of any Group
Company;
(ii) requires the Company to maintain, and pay the
premium for, a D&O Policy in respect of the Director;
and
(iii) provides the Director with access to particular papers
and documents requested by the Director for a Permitted
Purpose,
both during the time that the Director holds office and for a
seven year period after the Director ceases to be an officer of
any Group Company, on the terms and conditions contained in
the Deed.
Indemnification of Auditors
To the extent permitted by law, the Company has agreed to
indemnify its auditors, Ernst & Young Australia, as part of the
terms of its audit engagement agreement against claims by
third parties arising from the audit (for an unspecified amount).
No payment has been made to indemnify Ernst & Young during
or since the financial year.
Share Options on Issue as at the Date of this
Report
The unissued ordinary shares of Antisense Therapeutics Limited
under option as at the date of this report were:
Class
Date of Expiry
Exercise
Price
No. Under
Option
ANPO
ANPAU
31 January 2017
30 July 2018
$0.27
$0.00
46,950,984
72,000
Proceedings on Behalf of the Company
No person has applied to the Court under section 237 of the
Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to 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 part of those proceedings.
ANNUAL REPORT 2015 11
Directors’ Report continued
No proceedings have been brought or intervened in on behalf
of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
The Directors of Antisense Therapeutics Limited during the year were:
Mr Robert W Moses
Independent Non-Executive
Chairman
Non-Audit Services
The following non-audit services were provided by the entity's
auditor, Ernst & Young. The Directors are satisfied that the
provision of non-audit services is compatible with the general
standard of independence for auditors imposed by the
Corporations Act 2001. The nature and scope of each type of
non-audit service provided means that auditor independence
was not compromised.
Ernst & Young received or are due to receive the following
amounts for the provision of non-audit services:
Taxation Services
2015
$
2014
$
17,000
18,500
Auditor’s Independence Declaration
The Auditors Independence Declaration as required under
section 307C of the Corporations Act 2001 for the year
ended 30 June 2015 has been received and can be found
in the ‘Auditor’s Independence Declaration’ section of this
Annual Report.
Corporate Governance
In recognising the need for the highest standards of corporate
behaviour and accountability, the Directors of Antisense
Therapeutics support and adhere to good corporate
governance practices. The Company's Corporate Governance
Statement is contained in the ‘Corporate Governance
Statement’ section of this Annual Report.
Remuneration Report (Audited)
This Remuneration Report outlines the Director and Executive
remuneration arrangements of the Company as required by the
Corporations Act 2001 and its Regulations.
This report details the nature and amount of remuneration of
each Director of Antisense Therapeutics Limited and all other
Key Management Personnel.
For the purposes of this report, Key Management Personnel
(KMP) are defined as those persons having authority and
responsibility for planning, directing and controlling the major
activities of the Company, directly or indirectly, including any
Director (whether Executive or otherwise) of the Company.
This report details the nature and amount of remuneration for
each Director of Antisense Therapeutics Limited, and for the
other Key Management Personnel.
12 ANTISENSE THERAPEUTICS
Mr Mark Diamond
Managing Director
Dr Chris Belyea
Dr Graham Mitchell
Independent Non-Executive
Director
Independent Non-Executive
Director
The other Key Management Personnel of Antisense Therapeutics
Limited during the year were:
Dr George Tachas
Mr Phillip Hains
Director, Drug Discovery &
Patents
Company Secretary and
Chief Financial Officer
Section A:
Principles used to determine the nature
and amount of Remuneration
Remuneration Policy
The Remuneration Policy ensures that Directors and Senior
Management are appropriately remunerated having regard to
their relevant experience, their performance, the performance
of the Company, industry norms/standards and the general pay
environment as appropriate. The Remuneration Policy has been
established to enable the Company to attract, motivate and
retain suitably qualified Directors and Senior Management who
will create value for shareholders.
Remuneration Policy versus Company
Performance
The Company's Remuneration Policy is not directly based on the
Company's earnings. Prior to the year ended 30 June 2015,
the Company's earnings had remained negative since inception
due to the nature of the Company. Shareholder wealth reflects
this speculative and volatile market sector. No dividends have
ever been declared by the Company.
The Company continues to focus on the research and
development of its intellectual property portfolio with the
objective of achieving key development and commercial
milestones in order to add further Shareholder value.
The Company’s performance over the previous five financial
years is as follows:
Net profit financial year 2015
Net loss financial year 2014
Net loss financial year 2013
Net loss financial year 2012
Net loss financial year 2011
$706,918
$3,013,272
$2,454,842
$1,801,278
$1,813,550
The Company’s share price over the previous five financial
years is as follows:
Executive Director and Executive Officer
Remuneration
30 June 2015
30 June 2014
30 June 2013
30 June 2012
30 June 2011
$0.12
$0.14
$0.10
$0.18
$0.08
Objective
The Remuneration Policy ensures that Executive Directors are
appropriately remunerated having regard to their relevant
experience, individual performance, the performance of the
Company, industry norms/standards and the general pay
environment as appropriate.
Remuneration Committee
Structure
The Remuneration Committee of the Board of Directors of
Antisense Therapeutics Limited is responsible for overseeing the
Remuneration Policy of the Company and for recommending or
making such changes to the policy as it deems appropriate.
Non-Executive Director Remuneration
Objective
The Remuneration Policy ensures that Non-Executive Directors
are appropriately remunerated having regard to their relevant
experience, individual performance, the performance of the
Company, industry norms/standards and the general pay
environment as appropriate.
Structure
The Company's Constitution and the ASX Listing Rules specify
that the aggregate remuneration of Non-Executive Directors
shall be determined from time to time by a General Meeting.
An amount (not exceeding the amount approved at the General
Meeting) is determined by the Board and then divided between
the Non-Executive Directors as agreed. The latest determination
was at the General Meeting held on 13 November 2001 when
shareholders approved the aggregate maximum sum to be paid
or provided as remuneration to the Directors as a whole (other
than the Managing Director and Executive Directors) for their
services as $300,000 per annum.
In the year ended 30 June 2015, the Non-Executive Directors
were remunerated in aggregate $130,293 per annum,
excluding superannuation.
The manner in which the aggregate remuneration is
apportioned amongst Non-Executive Directors is reviewed
periodically.
The Board is responsible for reviewing its own performance.
Board, and Board committee performance, is monitored on
an informal basis throughout the year with a formal review
conducted during the financial year.
No retirement benefits are payable other than statutory
superannuation, if applicable.
The Non-Executive Directors are responsible for evaluating
the performance of the Managing Director, who in turn
evaluates the performance of the other Senior Executives.
The evaluation process is intended to assess the Company's
business performance, whether long-term strategic objectives
are being achieved and the achievement of individual
performance objectives.
The performance of the Managing Director and Senior
Executives are monitored on an informal basis throughout the
year and a formal evaluation is performed annually.
Fixed Remuneration
Executives' fixed remuneration comprises salary and
superannuation and is reviewed annually by the Managing
Director, and in turn, the Remuneration Committee. This review
takes into account the Executives' experience, performance in
achieving agreed objectives and market factors as appropriate.
Variable Remuneration – Short Term
Incentive Scheme
All Executives are entitled to participate in the Employee
Short Term Incentive Scheme which provides for annual cash
bonuses for outstanding performance in the achievement of
key corporate and individual objectives. The Remuneration
Committee approves the issue of cash bonuses following the
recommendations of the Managing Director in his review of the
performance of the Executives and the Company as a whole.
The Short Term Incentive Scheme operates as follows:
The Board determines whether Executives are eligible for
bonuses on an annual basis. The cash bonuses, based on the
recommendations of the Managing Director for outstanding
performance, are not linked to any specific Key Result Areas
(KRA’s). The maximum achievable bonus for an Executive is
35% of the Executive's base salary. There were no bonuses paid
under the Short Term Incentive Scheme during the year.
Variable Remuneration – Long Term Incentive
Scheme
Executives may also be provided with longer-term incentives
through the Company's Employee Option Plan, to allow the
Executives to participate in and benefit from the growth of the
Company as a result of their efforts and to assist in motivating
and retaining those key employees over the long term. Continued
service is the condition attached to the vesting of the options. The
Board at its discretion determines the total number of options
granted to each Executive. There were no options granted under
the Long Term Incentive Scheme during the year.
ANNUAL REPORT 2015 13
Directors’ Report continued
Section B: Details of Remuneration
Details of Remuneration for the year ended 30 June 2015
The remuneration for each Director and each of the other Key Management Personnel of the Company during the year ended 30
June 2015 was as follows:
30 Jun 2015
Short-term employee
benefits
Post-employment
Benefits
Long-term
Benefits
Total
Cash salary & fees
Pension & Super
Contribution
Long
Service
Leave
$
$
Directors
Mr Robert W Moses
Mr Mark Diamond
Dr Chris Belyea
Dr Graham Mitchell
Other Key Management Personnel
Dr George Tachas
Mr Phillip Hains 1
56,293
366,000
37,500
36,500
496,293
220,185
99,000
319,185
815,478
$
-
$
61,641
7,146
400,596
-
-
41,063
39,968
5,348
27,450
3,563
3,468
39,829
7,146
543,268
20,918
4,300
245,403
-
20,918
60,747
-
99,000
4,300
344,403
11,446
887,671
1 Remunerated through The CFO Solution (see Section D below and the Company Secretary details above for further detail)
Details of Remuneration for the year ended 30 June 2014
The remuneration for each Director and each of the other Key Management Personnel of the Company during the year ended 30
June 2014 was as follows:
30 June 2014
Short-term employee
benefits
Post-employment
Benefits
Long-term
Benefits
Total
Cash salary & fees
Pension & Super
Contribution
Long
Service
Leave
$
$
Directors
Mr Robert W Moses
Mr Mark Diamond
Dr Chris Belyea
Dr Graham Mitchell
Other Key Management Personnel
Dr George Tachas
Mr Phillip Hains 1
56,293
366,000
37,500
36,500
496,293
220,185
99,000
319,185
815,478
$
-
$
61,500
7,157
400,607
-
-
40,969
39,876
5,207
27,450
3,469
3,376
39,502
7,157
542,952
20,367
4,306
244,858
-
20,367
59,869
-
99,000
4,306
343,858
11,463
886,810
1 Remunerated through The CFO Solution (see Section D below and the Company Secretary details above for further detail)
14 ANTISENSE THERAPEUTICS
Performance based Remuneration for the year ended 30 June 2015
% of Total
Remuneration
for the Year
that consisted
of cash bonuses
Estimated
maximum
value of
bonus for
the year
Estimated
minimum
value of
bonus for
the year
% of
remuneration
that is
performance
based
% of
remuneration
that is non-
performance
based
Directors
Mr Robert W Moses
Mr Mark Diamond
Dr Chris Belyea
Dr Graham Mitchell
Other Key Management Personnel
Dr George Tachas
Mr Phillip Hains
%
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
Performance based Remuneration for the year ended 30 June 2014
%
-
-
-
-
-
-
%
100%
100%
100%
100%
100%
100%
% of Total
Remuneration
for the Year
that consisted
of cash bonuses
Estimated
maximum
value of
bonus for
the year
Estimated
minimum
value of
bonus for
the year
% of
remuneration
that is
performance
based
% of
remuneration
that is non-
performance
based
Directors
Mr Robert W Moses
Mr Mark Diamond
Dr Chris Belyea
Dr Graham Mitchell
Other Key Management Personnel
Dr George Tachas
Mr Phillip Hains
%
-
-
-
-
-
-
$
-
35%
-
-
35%
-
$
-
-
-
-
-
-
%
-
-
-
-
-
-
%
100%
100%
100%
100%
100%
100%
ANNUAL REPORT 2015 15
Directors’ Report continued
Section C: Share-based Compensation
(a)
Shareholdings
The number of shares in the Company held during the financial year by each Director and other Key Management
Personnel of the Company, including their personally related parties, are set out below.
No shares granted to Directors and Key Management Personal during the period as compensation.
30 June 2015
Balance at
start of the
year
Granted as
Compensation
Options
Exercised
Net Change
Other
Balance at
end of the
year
Balance held
nominally at
the end of
the reporting
period
Directors
Mr Robert W Moses
2,124,000
Mr Mark Diamond
1,053,567
Dr Chris Belyea
Dr Graham Mitchell
111,666
109,745
3,398,978
Other Key Management Personnel
Dr George Tachas
Mr Phillip Hains
485,324
233,052
718,376
4,117,354
(b) Options and Rights
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
900,434
3,024,434
304,347
1,357,914
173,913
285,579
130,435
240,180
1,509,129
4,908,107
173,912
659,236
-
233,052
173,912
892,288
1,683,041
5,800,395
-
-
-
-
-
-
-
-
-
The number of options over ordinary shares in the Company held during the financial year by each Director of Antisense
Therapeutics Limited and other Key Management Personnel of the Company, including their personally related parties, are
set out below:
30 June 2015
Balance
at start
of the
year
Granted
as Com-
pensation
Options
Exercised
Net
Change
Other
Total at
the end
of the
year
Total
vested
at end of
the year
Total
Vested &
exercisable
at the end
of the year
Total
vested
and un-
exercisable
at the end
of the year
Directors
Mr Robert W Moses
708,001
Mr Mark Diamond
351,189
Dr Chris Belyea
61,222
Dr Graham Mitchell
60,582
1,180,994
Other Key Management Personnel
Dr George Tachas
159,276
Mr Phillip Hains
77,684
236,960
1,417,954
-
-
-
-
-
-
-
-
-
16 ANTISENSE THERAPEUTICS
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
708,001
708,001
351,189
351,189
61,222
61,222
60,582
60,582
1,180,994 1,180,994
159,276
159,276
77,684
77,684
236,960
236,960
1,417,954
1,417,954
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Section D: Employment Contracts of Key Management Personnel
At the date of this report, the employment conditions of the Managing Director, Mr Mark Diamond and other Key Management
Personnel were formalised in contracts of employment. Mr Mark Diamond is employed under a contract, which commenced on
31 October 2001. Subsequent to this contract a notice period for Mr Diamond of between two and four months was negotiated
depending upon the party ending the agreement.
Antisense Therapeutics Limited has a contract with The CFO Solution, a specialist public practice, focusing on providing back office
support, financial reporting and compliance systems for listed public companies. Through this contact the services of Mr Phillip Hains
were provided. The contract commenced on 9 November 2006 and can be terminated with three months’ notice of either party.
Section E: Additional Information
(a)
Equity issued as part of remuneration for the year ended 30 June 2015
During the financial year ended 30 June 2015, no options were granted, exercised or lapsed by any of the Key
Management Personnel.
(b)
Loans to Directors and Other Key Management Personnel
There were no loans made to Directors or other Key Management Personnel of the Company, including their personally
related parties.
(c) Other transactions with Other Key Management Personnel
Transactions between Key Management Personnel are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. Transactions with related parties are as follows:
Purchases from Belyea IP
Belyea IP is a patent attorney business operated by Dr Chris Belyea
Service fees paid to Belyea IP during the year:
Patent renewals cost reimbursed to Belyea IP during the year:
Total paid by the Company to Belyea IP during the year:
At the end of the financial year, the Company owed Belyea IP:
This report is made in accordance with a resolution of Directors.
2015
$
2014
$
5,200
36,422
41,622
-
2,900
28,793
31,693
-
Mr Robert W Moses
Independent Non-Executive Chairman
Mr Mark Diamond
Managing Director
Dated: This Day 21st of August 2015
ANNUAL REPORT 2015 17
Corporate Governance Statement
The Board of Directors of Antisense Therapeutics Limited ("the
Company") 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.
The format of the Corporate Governance Statement is based
on the Australian Stock Exchange Corporate Governance
Council's ("the Council") "Corporate Governance Principles
and Recommendations". In accordance with the Council's
recommendations, the Corporate Governance Statement must
contain certain specific information and must disclose the extent
to which the Company has followed the guidelines during the
period. Where a recommendation has not been followed,
that fact must be disclosed, together will the reasons for the
departure. The Company’s Corporate Governance Statement
is structured with reference to the Council's principles and
recommendations, which are as follows:
Principle 1. Lay solid foundations for management and
oversight
Principle 2. Structure the board to add value
Principle 3. Act ethically and responsibly
• monitor senior management's performance and
implementation of strategy, and ensure appropriate
resources are available;
• review, evaluate and approve the Company's budget
and forecasts;
• review, evaluate, approve and monitor major resource
allocations and capital investments, and any acquisitions
and divestitures;
• review and monitor the financial and operating results of
the Company;
• review and evaluate the overall corporate organisational
structure, the assignment of senior management
responsibilities and plans for senior management
development and succession;
• review, evaluate and approve compensation strategy as
it relates to senior management of the Company;
• review and ratify systems of risk management and
internal compliance and control, codes of conduct, and
legal compliance;
Principle 4. Safeguard integrity in corporate reporting
• appoint and remove the Managing Director (Chief
Principle 5. Make timely and balanced disclosure
Principle 6. Respect the rights of shareholders
Principle 7. Recognise and manage risk
Principle 8. Remunerate fairly and responsibly
Commensurate with the spirit of the ASX Corporate
Governance Principles and Recommendations, the Company
has followed each recommendation where the Board has
considered the recommendation to be an appropriate
benchmark for corporate governance practices, taking into
account factors such as the size of the Company and the
Board, resources available and activities of the Company.
Where the Company's corporate governance practices depart
from the Principles and Recommendations, the Board has
offered full disclosure of the nature of, and reason for, the
adoption of its own practice.
The Company’s corporate governance practices were in
place throughout the year ended 30 June 2015. For further
information on the corporate governance policies adopted by
the Company, please refer to its website:
www.antisense.com.au
Principle 1:
Lay solid foundations for management
and oversight
Role of the Board
It is the role of the Board of Directors to represent and protect
the interests of the Company's shareholders. The Board is
responsible for the corporate governance of the Company and
guides and monitors the business and affairs of the Company.
In furtherance of its responsibilities, the Board of Directors will:
Executive Officer);
• ratify the appointment and, where appropriate, the
removal of the Chief Financial Officer and the Company
Secretary;
• monitor its own performance and recommend and
implement appropriate changes in composition and size.
Role of Management
Through the Chief Executive Officer / Managing Director,
management is responsible to the Board for the:
1) Development and implementation of agreed corporate
strategy and performance objectives;
2) Undertaking the day to day activities of the Company;
3) Identifying all matters to be included in a risk profile
of the Company and ensuring that effective risk
management systems are implemented and adhered to;
4) Observing the code of conduct;
5) Ensuring that the Board is fully informed of all matters
which may have a material impact on the ability of the
Company to meet its obligations.
Board Appointments
The Company undertakes comprehensive reference checks
prior to appointing a director, or putting that person forward as
a candidate to ensure that person is competent, experienced,
and would not be impaired in any way from undertaking the
duties of director. The Company provides relevant information
to shareholders for their consideration about the attributes
of candidates together with whether the Board supports the
appointment or re-election.
• review, evaluate, provide input into and approve, on
a regular basis, the Company's corporate governance
strategy;
The terms of the appointment of a non-executive director,
executive directors and senior executives are agreed upon and
set out in writing at the time of appointment.
18 ANTISENSE THERAPEUTICS
The Company Secretary
The Company Secretary is accountable directly to the Board,
through the Chairman, on all matters to do with the proper
functioning of the Board, including agendas, Board papers
and minutes, advising the Board and its Committees (as
applicable) on governance matters, monitoring that the
Board and Committee policies and procedures are followed,
communication with regulatory bodies and the ASX and statutory
and other filings.
Diversity
The Company values the differences between its personnel and
the valuable contribution that these differences can make to the
Company. The Company is an equal opportunity employer and
aims to recruit executives and employees from as diverse a pool
of qualified candidates as reasonably possible based on their
skills, qualifications and experience.
The Company is committed to increasing diversity amongst its
employees, and not just in the area of gender diversity. Our
workforce is employed based on the right person for the job
regardless of their gender, age, nationality, race, religious beliefs,
cultural background, sexuality or physical ability or appearance.
Executive and Board positions are filled by the best candidates
available without discrimination. The Company is committed
to increasing gender diversity within these positions when
appropriate appointments become available. The Company
is also committed to identifying suitable persons within the
organisation, and where appropriate opportunities exist,
advance diversity to support the promotion of talented
employees into management positions.
The Company has not set any gender specific diversity objectives
as it believes that multicultural diversity and other diversity
factors are equally important within its organisation.
The following table demonstrates the Company’s gender
diversity as at 30 June 2015:
Number of
Males
Number of
Females
Directors
Key Management Personnel
Other Company Employees
4
2
-
-
-
2
The Company employed 8 employees at the end of 30 June
2015 (2014: 8 employees).
Board Performance Review
The Board considers the ongoing development and
improvement of its own performance, the performance of
individual directors and Board Committees as critical to
effective governance.
The Board has adopted an informal self-evaluation process
to measure its own performance. The performance of the
Board and individual directors is reviewed at least every year
by the Board as a whole. This process includes a review in
relation to the composition and skills mix of the Directors of the
Company. Performance reviews involve analysis based on key
performance indicators aligned with the financial and non-
financial objectives of the Company. A performance review in
accordance with the processes disclosed occurred during the
2015 financial year.
Performance Review of KMP
On at least an annual basis, the Board conducts a formal
performance review of the Chief Executive Officer and
any other key management personnel (KMP). The Board
assesses the performance of KMP against qualitative and
quantitative key performance indicators relevant to each KMP. A
performance review of KMP occurred during the 2015 financial
year in accordance with this process.
Independent Advice
The Board has procedures to allow Directors, in the furtherance
of their duties, to seek independent professional advice at the
Company's expense.
Principle 2:
Structure the Board to add value
Board composition
The length of service, skills, experience and expertise of each
Director in office at the date of this report and throughout the
2015 financial year are included in the Directors' Report under
the section headed 'Directors'. The Company's Board Charter
stipulates that at least 50% of the Directors on the board should
be independent Directors. Directors of Antisense Therapeutics
Limited are considered to be independent when they are
independent of management and free from any business
or other relationship that could materially interfere with the
exercise of their independent judgement.
In the context of Director independence, to be considered
independent, a Non-Executive Director may not have a direct
or indirect material relationship with the Company. The board
considers that a material relationship is one which impairs or
inhibits, or has the potential to impair or inhibit, a Director's
exercise of judgment on behalf of the Company and its
shareholders.
From a quantitative perspective, an item is considered to be
quantitatively immaterial if it is equal to or less than 5% of the
relevant base amount. It is considered to be material (unless
there is qualitative evidence to the contrary) if it is equal to or
greater than 10% of the relevant base amount.
In accordance with the definition of independence above, and
the materiality thresholds described, the majority of Directors
are independent as set out below:
Name
Position
Mr Robert W Moses
Independent Non-Executive Chairman
Dr Graham Mitchell
Independent Non-Executive Director
Dr Chris Belyea
Independent Non-Executive Director
ANNUAL REPORT 2015 19
Corporate Governance continued
The term in office of each current Director is as follows:
Name
Term in Office
Mr Robert W Moses
14 years
Mr Mark Diamond
14 years
Dr Chris Belyea
15 years
Dr Graham Mitchell
14 years
To ensure the Board is appropriately equipped to discharge its
responsibilities, it has developed guidelines for the nomination
and selection of Directors and for the operation of the
Board. As the Antisense Therapeutics Limited's Board is not
a large board, a formal nomination committee has not been
established, as it is perceived that no real efficiencies would
be gained from the existence of such a committee. The charter
of the nomination committee has been incorporated into
the Board Charter and by this action the Board of Directors
considers all matters that would be relevant for a nomination
committee. For additional details please refer to the Company's
Board Charter on its website.
Induction of New Directors and Ongoing
Development
Any new Directors will be issued with a formal Letter of
Appointment that sets out the key terms and conditions of
their appointment, including Director's duties, rights and
responsibilities, the time commitment envisaged, and the Board's
expectations regarding involvement with any Committee work.
A new director induction program is in place and Directors are
encouraged to engage in professional development activities
to develop and maintain the skills and knowledge needed to
perform their role as Directors effectively.
Principle 3:
Act ethically and responsibly
Code of Conduct
As part of its commitment to recognising the legitimate interests
of stakeholders, the Company has established a Code of
Conduct to guide compliance with legal and other obligations
to legitimate stakeholders.
The Board acknowledges the legitimate interest of various
stakeholders such as employees, clients, customers, government
authorities, creditors and the community as a whole. As a good
corporate citizen, it encourages compliance and commitment to
appropriate corporate practices that are fair and ethical via its
'Code of Conduct'.
Trading in Company Securities
The Company has a 'Code of Practice - Buying & Selling of
Shares' that regulates the dealings by Directors and employees,
in shares, options and other securities issued by the Company.
The policy has been formulated to ensure that Directors and
employees are aware of the legal restrictions on trading in
Company securities while in possession of unpublished price
sensitive information.
20 ANTISENSE THERAPEUTICS
Principle 4:
Safeguard integrity in corporate reporting
Audit Committee
The Audit Committee operates under a charter approved by
the Board. It is the Board's responsibility to ensure that an
effective control framework exists within the entity. This includes
ensuring that there are internal controls to deal with both the
effectiveness and efficiency of significant business processes. This
includes the safeguarding of assets, the maintenance of proper
accounting records and the reliability of financial information as
well as non-financial considerations. The Board has delegated
the responsibility for the establishment and maintenance of
a framework of internal control and ethical standards for the
management of the Company to the Audit Committee.
The Audit Committee also provides the Board with additional
assurance regarding the reliability of financial information for
inclusion in the financial statements. All members of the Audit
Committee are Non-Executive Directors. The Audit Committee
is also responsible for the nomination of the external auditor
and for reviewing the adequacy of the scope and quality of the
annual statutory audit and half year statutory review. The Audit
Committee Charter can be found on the Company's website.
The Audit Committee consists of two independent Non-Executive
Directors. Given the current size of the Company, the Board
believes that an Audit Committee consisting of two members
is sufficient to enable the committee to discharge its mandate
effectively. The members of the Audit Committee during the year
were Dr Chris Belyea (Chairperson) and Mr Robert W Moses.
For details on the number of meetings for the Audit Committee
held during the year and the attendances at those meetings,
refer to the Directors' Report under the section headed 'Meetings
of Directors'.
CEO and CFO Declarations
The CEO and CFO have provided the Board with a declaration
that, in their opinion, the financial records of the entity have
been properly maintained and that the financial statements
comply with the appropriate accounting standards and give a
true and fair view of the financial position and performance of
the entity and that the opinion has been formed on the basis of
a sound system of risk management and internal control which
is operating effectively.
External Auditor
The Company's external auditor attends each annual general
meeting and is available to answer any questions with regard to
the conduct of the audit and their report.
Prior approval of the Board must be gained for non-audit work
to be performed by the external auditor. There are qualitative
limits on this non-audit work to ensure that the independence of
the auditor is maintained.
There is also a requirement that the audit partner responsible for
the audit not perform in that role for more than five years.
Principle 5:
Making timely and balanced disclosure
Principle 7:
Recognise and managing risk
The Company has a Disclosure Policy which outlines the
disclosure obligations of the Company as required under the
ASX Listing Rules and Corporations Act. The policy is designed
to ensure that procedures are in place so that the market is
properly informed of matters which may have a material impact
on the price at which Company securities are traded.
The Board has designated the Company Secretary as the person
responsible for overseeing and co-ordinating disclosure of
information to the ASX as well as communicating with the ASX.
In accordance with ASX Listing Rules the Company immediately
notifies the ASX of information concerning the Company:
(a) that a reasonable person would or may expect to have
a material effect on the price or value of the Company's
securities; and
(b) that would, or would be likely to, influence persons who
commonly invest in securities in deciding whether to
acquire or dispose of the Company's securities.
Principle 6:
Respect the rights of shareholders
The Company is committed to providing current and relevant
information to its shareholders.
The Company respects the rights of its shareholders, and to
facilitate the effective exercise of the rights, the Company is
committed to:
(a) communicating effectively with shareholders through
ongoing releases to the market via ASX information and
general meetings of the Company;
(b) giving shareholders ready access to balanced and
understandable information about the Company and
corporate proposals;
(c) making it easy for shareholders to participate in general
meetings of the Company; and
Any shareholder wishing to make inquiries of the Company
is advised to contact the registered office. All public
announcements made by the Company can be obtained from
the ASX's website www.asx.com.au
Shareholders may elect to, and are encouraged to, receive
communications from the Company and its securities registry
electronically.
The Company maintains information in relation to its corporate
governance documents, Directors and senior executives,
Board and committee charters, annual reports and ASX
announcements on the Company’s website.
The Board is committed to the identification, assessment and
management of risk throughout the Company’s business
activities.
The Board has established a policy for risk oversight and
management within the Company. This is periodically reviewed
and updated. Management reports risks identified to the
Board through the monthly Operations Report, and via direct
and timely communication to the Board where and when
applicable. During the reporting period, management has
reported to the Board as to the effectiveness of the Company’s
management of its material business risks. The Company does
not have an internal audit function.
The Company faces risks inherent to its business, including
economic risks, which may materially impact the Company’s
ability to create or preserve value for security holders over the
short, medium or long term. The Company has in place policies
and procedures, including a risk management framework (as
described in the Company’s Risk Management Policy), which is
developed and updated to help manage these risks. The Board
does not consider that the Company currently has any material
exposure to environmental or social sustainability risks.
The Company does not have separate risk committee. The
Board as whole is responsible is responsible for overseeing
the establishment and implementation of the risk management
system. Due to the size of the Board and the Company, it is
perceived that no real efficiencies would be gained from the
existence of separate risk committee.
The Board review’s the entity’s risk management framework
at least annually to satisfy itself that it continues to be sound.
A review of the Company’s risk management framework was
conducted during the 2015 financial year.
Principle 8:
Remunerate fairly and responsibly
It is the Company's objective to maintain a high quality Board
and executive team by remunerating Directors at relevant
market conditions. To assist in achieving this objective the
Remuneration Committee remunerates Directors and executives
having regard to their performance and the performance of the
Company.
The expected outcomes of the remuneration policies and
practices are to enable the Company to motivate, retain and
attract Directors and executives who will create value for
shareholders.
Details relating to the policy for performance evaluation and
the amount of remuneration (monetary and non-monetary) paid
to each Director and to each of the five highest-paid (non-
director) executives during the year, are set out in the Directors'
Report under the section headed 'Remuneration Report'.
ANNUAL REPORT 2015 21
Corporate Governance continued
The members of the Remuneration Committee at the date
of this report were all independent Non-Executive Directors,
being Mr Robert W Moses, Dr Chris Belyea and Dr Graham
Mitchell. Details relating to performance evaluation are
set out in the Directors' Report under the section headed
'Remuneration Report'. For details on the number of meetings
of the Remuneration Committee held during the year and the
attendees at those meetings, refer to the Directors' Report under
the section headed 'Meetings of Directors'.
In accordance with the Company’s share trading policy,
participants in any equity based incentive scheme are
prohibited from entering into any transaction that would have
the effect of hedging or otherwise transferring the risk of any
fluctuation in the value of any unvested entitlement in the
Company’s securities to any other person.
Further details in relation to the company’s remuneration
policies are contained in the Remuneration Report, within the
Directors’ report.
22 ANTISENSE THERAPEUTICS
Auditors’ Independance Declaration
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com
Auditor’s Independence Declaration to the Directors of
Antisense Therapeutics Limited
In relation to our audit of the financial report of Antisense Therapeutics Limited for the financial year ended
30 June 2015, to the best of my knowledge and belief, there have been no contraventions of the auditor
independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.
Ernst & Young
Don Brumley
Partner
Melbourne
21 August 2015
A member firm of Ernst & Younq Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
ANNUAL REPORT 2015 23
Annual Financial Statements
For the year ended 30 June 2015
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Cash Flow Statement
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Company Directory
25
26
27
28
29
50
51
53
55
24 ANTISENSE THERAPEUTICS
Statement of Profit or Loss and Other Comprehensive Income
Revenue
Other income
Depreciation expenses
Administration expenses
Occupancy expenses
Patent expenses
Research and development expenses
Foreign exchange gains/(losses)
Profit/(loss) before income tax
Income tax benefit
Net profit/(loss) for the year
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
For the year ended 30 June 2015
Note
3
3
4
4
4
4
4
4
5
Consolidated Entity
2015
$
2014
$
3,916,337
82,936
705,335
1,140,990
(8,172)
(9,753)
(1,884,169)
(1,830,981)
(115,397)
(115,238)
(205,353)
(153,477)
(1,675,820)
(2,146,463)
(25,843)
18,714
706,918
(3,013,272)
-
-
706,918
(3,013,272)
-
-
706,918
(3,013,272)
Earnings/(loss) per share for profit/(loss) attributable to the ordinary equity holders of the Company:
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
8
8
0.45
0.45
The accompanying notes form part of these financial statements.
Note
2015
¢
2014
¢
(2.09)
(2.09)
ANNUAL REPORT 2015 25
Statement of Financial Position
For the year ended 30 June 2015
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total Current Assets
Non-Current Assets
Plant and equipment
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Borrowings
Provisions
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
The accompanying notes form part of these financial statements.
Consolidated Entity
2015
$
2014
$
Note
9
10
11
13
14
15
16
17
6,829,605
1,334,513
744,480
1,167,859
93,529
140,053
7,667,614
2,642,425
5,424
5,424
13,596
13,596
7,673,038
2,656,021
291,881
249,881
-
50,000
289,559
269,249
581,440
581,440
569,130
569,130
7,091,598
2,086,891
56,714,725
52,416,936
960,855
960,855
(50,583,982)
(51,290,900)
7,091,598
2,086,891
26 ANTISENSE THERAPEUTICS
Statement of Changes in Equity
For the year ended 30 June 2015
Contributed
Equity
Option
Reserve
Accumulated
Losses
$
$
$
Total
$
51,783,828
1,140,855
(48,277,628)
4,647,055
-
-
180,270
-
-
-
-
(180,000)
454,378
(1,540)
-
-
(3,013,272)
(3,013,272)
(3,013,272)
(3,013,272)
-
-
-
-
180,380
(180,000)
454,378
(1,540)
52,416,936
960,855
(51,290,900)
2,086,891
-
-
4,516,700
(218,911)
-
-
-
-
706,918
706,918
706,918
706,918
-
-
4,516,700
(218,911)
56,714,725
960,855
(50,583,982)
7,091,598
Consolidated Entity
As at 30 June 2013
Profit/(loss) for the year
Total comprehensive income/(loss) for the year
Transactions with owners in their capacity as owners:
Issue of shares
Options exercised net of costs
Options issued net of costs
Transaction costs on share issues
As at 30 June 2014
Profit/(loss) for the year
Total comprehensive income/(loss) for the year
Transactions with owners in their capacity as owners:
Issue of shares
Transaction costs on share issues
As at 30 June 2015
The accompanying notes form part of these financial statements.
ANNUAL REPORT 2015 27
Cash Flow Statement
For the year ended 30 June 2015
CASH FLOWS RELATED TO OPERATING ACTIVITIES
Licensing fees received
Payments to suppliers and employees
Interest received
R&D tax concession refund
Notes
Consolidated Entity
2015
$
3,863,988
2014
$
-
(3,775,898)
(4,167,717)
41,046
85,645
1,139,739
974,187
NET OPERATING CASH FLOWS
20a
1,268,875
(3,107,886)
CASH FLOWS RELATED TO INVESTING ACTIVITIES
Payment for purchases of plant and equipment
NET INVESTING CASH FLOWS
CASH FLOWS RELATED TO FINANCING ACTIVITIES
Proceeds from issues of securities
Capital raising costs
NET FINANCING CASH FLOWS
NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS
Cash & cash equivalents at the beginning of the year
Effects of exchange rate changes on cash & cash equivalents
-
-
(10,615)
10,615
4,445,128
563,696
(218,911)
(110,588)
4,226,217
453,108
5,495,092
(2,665,393)
1,334,513
3,999,814
-
92
CASH & CASH EQUIVALENTS AT THE END OF THE YEAR
9,20
6,829,605
1,334,513
The accompanying notes form part of these financial statements.
28 ANTISENSE THERAPEUTICS
Note 1. Statement of Significant
Accounting Policies
Corporate Information
The financial report of Antisense Therapeutics Limited and
its subsidiaries (the ‘Company’) for the year ended 30
June 2015 was authorised for issue in accordance with
a resolution of the Directors on 21 August 2015. The
financial report is for the Company consisting of Antisense
Therapeutics Limited and its subsidiaries.
Antisense Therapeutics Limited is a listed public company
limited by shares incorporated and domiciled in Australia
whose shares are publicly traded on the Australian Securities
Exchange. The Company also has a Level 1 ADR program
traded on the US over-the-counter market.
The principal activity of the Company is the research and
development of novel antisense pharmaceuticals.
Basis of Preparation
The financial report is a general-purpose financial
report, which has been prepared in accordance with the
requirements of the Corporations Act 2001 and Australian
Accounting Standards, required for a for-profit entity.
The financial report has been prepared on an accruals
basis and is based on historical costs. The financial report
is presented in Australian dollars, which is the Company’s
functional and presentation currency. All values are rounded
to the nearest dollar unless otherwise stated.
Management is required to make judgements, estimates and
assumptions about carrying values of assets and liabilities
that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and various other factors that are believed to
be reasonable under the circumstance, the results of which
form the basis of making the judgements. Actual results may
differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the
revision affects both current and future periods.
Judgements made by management in the application of
Australian Accounting Standards that have significant effects
on the financial statements and estimates with a significant
risk of material adjustments in the next year are disclosed,
where applicable, in the relevant notes to the financial
statements.
Accounting policies are selected and applied in a manner
which ensures that the resulting financial information satisfies
the concepts of relevance and reliability, thereby ensuring
that the substance of the underlying transactions or other
events is reported.
Notes to the Financial Statements
For the year ended 30 June 2015
Statement of Compliance
The financial report complies with Australian Accounting
Standards as issued by the Australian Accounting Standards
Board and International Financial Reporting Standards ("IFRS")
as issued by the International Accounting Standards Board.
New, revised or amending Accounting
Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or
amending Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') that are
mandatory for the current reporting period.
Any new, revised or amending Accounting Standards or
Interpretations that are not yet mandatory have not been
early adopted. The following amending Standards have been
adopted from 1 July 2014. Adoption of these Standards did not
have any effect on the financial position or performance of the
Company:
Reference
Title
Summary
AASB 1031 Materiality
The revised AASB 1031 is an
interim standard that cross-
references to other Standards
and the Framework (issued
December 2013) that contain
guidance on materiality.
AASB 1031 will be withdrawn
when references to AASB
1031 in all Standards and
Interpretations have been
removed.
AASB 2014-1 Part C issued in
June 2014 makes amendments
to eight Australian Accounting
Standards to delete their
references to AASB 1031. The
amendments are effective from
1 July 2014*.
Other than the amended accounting standards listed above,
all other accounting standards adopted by the Company are
consistent with the most recent Annual Report for the year
ended 30 June 2014.
ANNUAL REPORT 2015 29
Notes to the Financial Statements continued
For the year ended 30 June 2015
The following Australian Accounting Standards and Interpretations have recently been issued or amended but are not yet effective
and therefore have not been adopted by the Company for the annual reporting period ended 30 June 2015:
Application
date of
standard
Impact on
financial
report
Application
date
1 January 2018
minimal
1 July 2018
1 January 2017
1 July 2017
Not yet
assessed in
detail
Reference
Title
Summary
AASB 9
Financial
Instruments
AASB 15
Revenue from
Contracts with
Customers
AASB 9 addresses the classification,
measurement and derecognition of
financial assets and financial liabilities
and introduces new rules for hedge
accounting. In December 2014, the
AASB made further changes to the
classification and measurement rules and
also introduced a new impairment model.
These latest amendments now complete
the new financial instruments standard.
The AASB has issued a new standard
for the recognition of revenue. This
will replace AASB 118 which covers
contracts for goods and services and
AASB 111 which covers construction
contracts. The new standard is based on
the principle that revenue is recognised
when control of a good or service
transfers to a customer – so the notion
of control replaces the existing notion of
risks and rewards. The standard permits
a modified retrospective approach for the
adoption. Under this approach entities
will recognise transitional adjustments in
retained earnings on the date of initial
application (eg 1 July 2017), ie without
restating the comparative period. They
will only need to apply the new rules to
contracts that are not completed as of the
date of initial application
The International Accounting Standards
Board (IASB) in its July 2015 meeting
decided to confirm its proposal to
defer the effective date of IFRS 15 (the
international equivalent of AASB 15) from
1 January 2017 to 1 January 2018. The
amendment to give effect to the new
effective date for IFRS 15 is expected
to be issued in September 2015 . At
this time, it is expected that the AASB
will make a corresponding amendment
to AASB 15, which will mean that the
application date of this standard for the
Company will move from 1 July 2017 to
1 July 2018.
30 ANTISENSE THERAPEUTICS
Reference
Title
Summary
AASB
2014-4
Clarification
of Acceptable
Methods of
Depreciation
and Amortisation
(Amendments to
AASB 116 and
AASB 138)
AASB
2015-2
Amendments
to Australian
Accounting
Standards –
Disclosure
Initiative:
Amendments to
AASB 101
AASB
2015-3
Amendments
to Australian
Accounting
Standards
arising from
the Withdrawal
of AASB 1031
Materiality
AASB 116 Property Plant and
Equipment and AASB 138 Intangible
Assets both establish the principle for the
basis of depreciation and amortisation
as being the expected pattern of
consumption of the future economic
benefits of an asset.
The IASB has clarified that the use of
revenue-based methods to calculate
the depreciation of an asset is not
appropriate because revenue generated
by an activity that includes the use of an
asset generally reflects factors other than
the consumption of the economic benefits
embodied in the asset.
The amendment also clarified that
revenue is generally presumed to be an
inappropriate basis for measuring the
consumption of the economic benefits
embodied in an intangible asset. This
presumption, however, can be rebutted in
certain limited circumstances.
The Standard makes amendments to
AASB 101 Presentation of Financial
Statements arising from the IASB’s
Disclosure Initiative project. The
amendments are designed to further
encourage companies to apply
professional judgment in determining
what information to disclose in the
financial statements. For example, the
amendments make clear that materiality
applies to the whole of financial
statements and that the inclusion of
immaterial information can inhibit the
usefulness of financial disclosures. The
amendments also clarify that companies
should use professional judgment in
determining where and in what order
information is presented in the financial
disclosures.
The Standard completes the AASB’s
project to remove Australian guidance
on materiality from Australian
Accounting Standards.
For the year ended 30 June 2015
Application
date of
standard
Impact on
financial
report
Application
date
1 January 2016
minimal
1 July 2016
1 January 2016
minimal
1 July 2016
1 July 2015
minimal
1 July 2015
ANNUAL REPORT 2015 31
Notes to the Financial Statements continued
Accounting Policies
(e)
Leases
The following is a summary of the material accounting policies
adopted by the Company in the preparation of the financial
report. The accounting policies have been consistently applied,
unless otherwise stated.
(a)
Principles of Consolidation
The consolidated financial statements incorporate the
assets and liabilities of all subsidiaries of Antisense
Therapeutics Ltd as at 30 June 2015 and the results of
all subsidiaries for the year then ended.
Subsidiaries are all those entities where the Company
is exposed, or has rights, to variable returns from the
Company’s involvement with the entity and has the
ability to affect those returns through the Company’s
power to direct the activities of the entity. The existence
and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing
whether the Company controls another entity.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Company. They are
de-consolidated from the date that control ceases.
In preparing the consolidated financial statements,
all intercompany balances and transactions, and
unrealised profits/losses arising within the consolidated
entity are eliminated in full. Investments in subsidiaries
are accounted for at cost in the individual financial
statements of Antisense Therapeutics Limited.
(b)
Revenue recognition
Revenue is recognised to the extent that it is probable
that the economic benefits will flow to the Company and
the revenue can be reliably measured. The following
specific recognition criteria must also be met before
revenue is recognised.
Interest - control of the right to receive the interest
payment.
Licensing revenue - right to receive the licensing revenue
has been confirmed, and no significant obligations
remain.
(c)
Government grants
Government grants are recognised when there is
reasonable assurance that the grant will be received and
all grant conditions will be complied with.
When the grant relates to an expense item, it is
recognised as income over the periods necessary to
match the grant on a systematic basis to the costs that it
is expected to compensate.
(d)
Borrowing costs
Borrowing costs are expensed as incurred.
32 ANTISENSE THERAPEUTICS
The minimum lease payments of operating leases,
where the lessor effectively retains substantially all of the
risks and benefits of ownership of the leased item, are
recognised as an expense on a straight-line basis.
(f)
Cash and cash equivalents
Cash and short-term deposits in the Statement of
Financial Position comprise cash at bank and in hand
and short-term deposits with an original maturity of three
months or less.
For the purposes of the Cash Flow Statement, cash and
cash equivalents consist of cash and cash equivalents as
defined above.
(g)
Trade and other receivables
Trade and other receivables are recognised initially at
fair value and subsequently measured at amortised cost
using the effective interest method, less an allowance for
impairment, once they become over due by more than
60 days. A separate account records the impairment.
An allowance for a doubtful debt is made when there
is objective evidence that the Company will not be able
to collect the debts. The criteria used to determine that
there is objective evidence that an impairment loss has
occurred include whether the Financial Asset is past due
and whether there is any other information regarding
increased credit risk associated with the Financial Asset.
Bad debts which are known to be uncollectible are
written off when identified.
(h)
Foreign currency translation
The functional currency of the Company is based on the
primary economic environment in which the Company
operates. The functional currency of the Company is
Australia dollars.
Transactions in foreign currencies are converted to
local currency at the rate of exchange at the date of the
transaction.
Amounts payable to and by the Company outstanding
at reporting date and denominated in foreign currencies
have been converted to local currency using rates
prevailing at the end of the financial year.
All exchange differences are taken to profit or loss.
(i)
Income tax
Deferred income tax is provided on all temporary
differences at the balance date between the tax bases
of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred income tax liabilities are recognised for all
taxable temporary differences except where the deferred
income tax liability arises from the initial recognition of
an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects
neither the accounting loss nor taxable profit or loss.
Deferred income tax assets are recognised for all
deductible temporary differences, carry-forward of
unused tax assets and unused tax losses, to the extent
that it is probable that taxable profit will be available
against which the deductible temporary differences, and
the carry-forward of unused tax assets and unused tax
losses can be utilised except where the deferred income
tax asset relating to the deductible temporary differences
arises from the initial recognition of an asset or liability
in a transaction that is not a business combination and,
at the time of transaction, affects neither the accounting
loss nor taxable profit or loss.
The carrying amount of deferred income tax assets
is reviewed at each balance date and reduced to the
extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred
income tax asset to be utilised.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at balance date.
Deferred Tax assets are recognised for unused tax losses
to the extent that it is probable that taxable profit will
be available against which the losses can be utilised.
Significant management judgement is required to
determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level
of future taxable profits together with future tax planning
strategies.
Antisense Therapeutics Limited have not assessed
unusued tax losses carried forward at 30 June 2015,
given the history of losses from prior periods. These
losses do not expire and may be used to offset taxable
income in the current year and in future periods.
Given the history of losses, there is limited support for
the recognition of these losses as deferred tax assets.
On this basis, Antisense Therapeutics Limited has
determined it cannot recognise deferred tax assets on
the tax losses carried forward. Further, on this basis,
deferred tax assets have not been recognised related to
temporary differences.
Income taxes relating to items recognised directly in
equity are recognised in equity and not in profit or loss.
(j)
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the
amount of GST, except:
o where the GST incurred on a purchase of goods
and services is not recoverable from the taxation
authority, in which case the GST is recognised as
part of the cost of acquisition of the asset or as part
of the expense item as applicable; and
o
receivables and payables are stated with the amount
of GST included.
Cash flows arising from operating activities are included
in the Cash Flow Statement on a gross basis (i.e. including
GST) and the GST component of cash flows arising from
investing and financing activities, which is recoverable
from, or payable to, the taxation authority are classified as
operating cash flows. Commitments and contingencies
are disclosed net of the amount of GST recoverable from,
or payable to, the taxation authority. The net amount of
GST recoverable from or payable to, the taxation authority
is included as part of the receivables or payables in the
Statement of Financial Position.
(k)
Plant and Equipment
Plant and equipment are measured at cost less any
accumulated depreciation and any impairment losses.
Such assets are depreciated over their useful economic
lives as follows:
Plant and equipment
3-5years
Straight line
Life
Method
(l)
Intangible assets
Intangible assets are initially measured at cost.
Following initial recognition, intangible assets are
carried at cost less any accumulated amortisation and
any accumulated impairment losses. The useful lives
of intangible assets are assessed to be either finite or
infinite. Intangible assets with finite lives are amortised
over the useful life and assessed for impairment
whenever there is an indication that the intangible asset
may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite
useful life is reviewed at least at each financial year
end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are accounted for by changing
the amortisation period or method, as appropriate,
which is a change in an accounting estimate. The
amortisation expense on intangible assets with finite lives
is recognised in profit or loss in the expense category
consistent with the function of the intangible asset.
(m)
Research and Development Costs
An intangible asset arising from development
expenditure on an internal project is recognised only
when the Company can demonstrate the technical
feasibility of completing the intangible asset so that it
will be available for use or sale, its intention to complete
and its ability to use or sell the asset, how the asset will
generate future economic benefits, the availability of
resources to complete the development and the ability
to measure reliably the expenditure attributable to the
intangible asset during its development.
Following initial recognition of the development
expenditure, the cost model is applied requiring the
asset to be carried at cost less any accumulated
amortisation and accumulated impairment losses. Any
expenditure so capitalised is amortised over the period
of expected benefits from the related project.
ANNUAL REPORT 2015 33
Notes to the Financial Statements continued
The carrying value of an intangible asset arising from
development expenditure is tested for impairment
annually when the asset is not available for use, or
more frequently when an indication of impairment arises
during the reporting period.
(q)
Contributed equity
Ordinary shares are classified as equity. Any transaction
costs arising on the issue of ordinary shares are
recognised directly in equity as a reduction (net of tax) of
the share proceeds received.
(r)
Earnings per share
Basic earnings per share is calculated as net gain
attributable to members, adjusted to exclude costs of
servicing equity (other than dividends), divided by the
weighted average number of ordinary shares, adjusted
for any bonus element.
Diluted earnings per share is calculated as net gain
attributable to members, adjusted for:
costs of servicing equity (other than dividends);
the after tax effect of dividends and interest
associated with dilutive potential ordinary shares that
have been recognised as expenses;
other non-discretionary changes in revenues or
expenses during the period that would result from
the dilution of potential ordinary shares; divided by
the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any
bonus element.
(s)
Parent Information
The financial information for the parent entity, Antisense
Therapeutics Limited, disclosed in Note 2 has been
prepared on the same basis as the consolidated
statements with the exception of investments in
subsidiaries which are carried at costs less any
impairment.
(n)
Impairment of non-financial assets
The carrying values of non-financial assets are
tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not
be recoverable.
An impairment loss is recognised for the amount
by which the asset's carrying amount exceeds its
recoverable amount. Recoverable amount is the higher
of an asset's fair value less costs of disposal and value
in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there
are separately identifiable cash inflows that are largely
independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial
assets that suffer an impairment are tested for possible
reversal of the impairment whenever events or changes
in circumstances indicate that the impairment may have
reversed.
An impairment exists when the carrying value of an asset
exceeds its estimated recoverable amount. The asset is
then written down to its recoverable amount.
(o)
Trade and other payables
Trade and other payables are carried at amortised cost
and represent liabilities for goods and services provided
to the Company prior to the end of the financial year
that are unpaid and arise when the Company becomes
obliged to make future payments in respect of the
purchase of these goods and services. Licensing fees are
recognised as an expense when it is confirmed that they
are payable by the Company.
(p)
Employee benefits
Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary
benefits and annual leave payments expected to be settled
within 12 months of the reporting date are recognised
in other provisions in respect of employees' service up to
the reporting date. They are measured at the amounts
expected to be paid when the liabilities are settled.
Long Service Leave
The liability for long service leave is recognised for
employee benefits and measured as the present value
of expected future payments to be made in respect of
services provided by employees up to the reporting
date. 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 corporate bonds with terms to maturity and
currencies that match, as closely as possible, to the
estimated future cash outflows.
34 ANTISENSE THERAPEUTICS
Note 2: Parent Information
The following information has been extracted from the books and records of the parent entity and has been prepared in
accordance with the accounting standards.
Statement of Financial Position
ASSETS
Current Assets
Total Current Assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
Statement of Comprehensive Income
Net profit/(loss) for the year
Total comprehensive income/(loss) for the year
Note 3: Revenue and Other Income
Revenue
Interest from external parties
Licensing revenue
Total Revenue
Other Income
Parent Entity
2015
$
2014
$
7,667,614
2,642,425
5,424
13,597
7,673,038
2,656,022
581,440
569,131
581,440
569,131
7,091,598
2,086,891
56,714,725
52,416,936
960,855
960,855
(50,583,982)
(51,290,900)
7,091,598
2,086,891
Parent Entity
2015
$
2014
$
706,918
(3,013,272)
706,918
(3,013,272)
2015
$
2014
$
52,349
82,936
3(a)
3,863,988
-
3,916,337
82,936
Government grants – R&D Tax incentive
3(b)
705,335
1,140,990
Total Other income
Total Revenue & Other Income
3 (a) Licence fee received from Cortendo Caymen Limited.
3 (b) Government grants related to research and development Tax incentives.
705,335
1,140,990
4,621,672
1,223,926
ANNUAL REPORT 2015 35
Notes to the Financial Statements continued
Note 4: Expenses
Administration Expenses
Compliance expenses
Office expenses
Corporate employee expenses
Business development expenses
Total Administration Expenses
Occupancy Expenses
Rent
Other expenses
Total Occupancy expenses
Research and development Expenses
R&D ATL 1101
R&D ATL 1102
R&D ATL 1103
R&D staff costs
Total Research and Development Expenses
Patent expenses
Depreciation expenses
Foreign exchange gains/(losses)
Total Expenses
Note 5: Income Tax Benefit
(a) The components of tax benefit comprise:
Current tax
Deferred tax
Withholding tax refund on income earned in foreign tax jurisdiction
2015
$
2014
$
220,171
61,875
673,807
928,316
252,295
90,558
672,655
815,473
1,884,169
1,830,981
98,777
16,620
98,777
16,461
115,397
115,238
-
-
267,051
616,232
1,251,433
1,374,370
157,336
155,861
1,675,820
2,146,463
205,353
153,477
8,172
25,843
9,753
(18,714)
3,914,754
4,237,198
2015
$
-
-
-
-
2014
$
-
-
-
-
(b) The prima facie tax on loss from ordinary activities before tax at 30% (2014: 30%) is as follows:
212,075
(903,982)
Add tax effect of:
Entertainment
Share based payments
Less tax effect of:
Research and development tax concession
Non-assessable grant income
Section 40-880 deductions
Realisation of tax (benefit)/losses not previously recognised
Withholding tax paid / (refund) on income earned in foreign tax jurisdiction
Income tax (benefit) attributable to the Company
The applicable weighted average effective tax rates are as follows:
36 ANTISENSE THERAPEUTICS
587
-
587
-
483
-
483
-
485,831
759,826
(211,601)
(342,297)
(73,824)
200,406
(413,068)
(60,689)
356,840
546,659
-
-
0%
-
-
0%
Note 5: Income Tax Benefit (continued)
(c) Deferred Tax Assets and Liabilities:
Foreign Exchange
Accruals
Provision for Annual Leave & Long Service Leave
Other
Gross Deferred Tax Assets
Foreign Exchange
Accruals
Other
Gross Deferred Tax Liabilities
Net Deferred Tax Asset / (Liability) not recognised
Net Deferred Tax Asset / (Liability)
Tax Losses
2015
2014
$
-
883
6,093
10,566
17,542
(772)
-
-
(772)
18,314
-
$
-
12,716
3,948
11,402
28,066
9,977
-
-
9,977
18,089
-
Antisense Therapeutics Limited has unconfirmed, unrecouped tax losses in Australia which have not been brought to account. The
ability to be able to recognise a deferred tax asset in respect of these tax losses will be dependent upon the probability that future
taxable profit will be available against which the unused tax losses can be utilised and the conditions for deductibility imposed by
Australian tax authorities will be complied with.
Note 6: Key Management Personnel Compensation
The aggregate compensation made to Directors and other Key Management Personnel of the Company is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
2015
$
2014
$
815,478
815,478
60,747
11,446
59,869
11,463
887,671
886,810
For more information on Key Management Personnel Compensation, please refer to Remuneration Report contained under
Directors’ Report.
Note 7: Auditor’s Remuneration
Remuneration of the auditor of the Company, Ernst & Young for:
— auditing or reviewing the financial report
— taxation services
2015
$
49,244
17,000
66,244
2014
$
47,741
18,500
66,241
ANNUAL REPORT 2015 37
Notes to the Financial Statements continued
Note 8: Loss per share
Basic earnings/(losses) per share (cents)
Diluted earnings/(losses) per share (cents)
2015
¢
0.45
0.45
2014
¢
2.09
2.09
(a) Net profit/(earnings/(losses)) used in the calculation of basic and diluted earnings/(losses)
$706,918
($3,013,272)
per share
(b) Weighted average number of ordinary shares outstanding during the period used in the
157,859,146
144,094,081
calculation of basic earnings/(losses) per share
(c) Adjustments for calculation of diluted earnings/(losses) per share:
- Options over ordinary shares
72,000
Nil
(d) Weighted average number of ordinary shares outstanding during the period used in the
157,931,146
144,094,081
calculation of diluted earnings/(losses) per share
There have been no other conversions to, call of, or subscriptions for ordinary shares, or issues of potential ordinary shares since
the reporting date and before the completion of this financial report.
Note 9: Cash and Cash Equivalents
Cash at bank and on hand
Term deposits
2015
$
2014
$
329,605
129,215
6,500,000
1,205,298
6,829,605
1,334,513
The interest rate on cash at bank at 30 June 2015 was 0.10%p.a. (2014: 2.35% p.a.). And the interest rates on term deposits
at 30 June 2015 were 2.15% p.a. (2014: 3.15% p.a.) for 30 days and 2.65% p.a. for 90 days. The term deposits have maturity
periods of 30 days and 90 days.
Note 10: Trade and Other Receivables
Interest receivable
Australian Tax Office receivable
Research and development tax concession receivable
Other receivables
Note 11: Plant and Equipment
At cost
Accumulated depreciation
Net book value
Balance at the beginning of the year
Additions
Depreciation expense
Balance at the end of the year
38 ANTISENSE THERAPEUTICS
2015
$
12,579
13,608
2014
$
1,276
4,832
705,336
1,139,739
12,957
22,012
744,480
1,167,859
2015
$
2014
$
172,209
172,209
(166,785)
(158,613)
5,424
13,596
-
(8,172)
5,424
13,596
12,734
10,615
(9,753)
13,596
Note 12: Intangibles
At cost
Accumulated impairment losses / amortisation
The intangible assets have finite useful lives.
2015
$
2014
$
6,387,500
6,387,500
(6,387,500)
(6,387,500)
-
-
(a) The intangible assets relate to certain rights granted to Antisense Therapeutics Limited by Isis Pharmaceuticals Inc. ('Isis')
upon listing of the Company. The main features of the agreement are as follows:
•
Isis has granted Antisense Therapeutics Limited certain rights to use Isis technology (i.e. Isis' patented technology) to
commercialise antisense drugs to a number of protein targets (i.e. a research licence for each protein target). A certain
number of these research licences to protein targets are also extendible to commercialisation licences.
• The agreements with Isis provide access to and assistance in expanding Antisense Therapeutics Limited's drug pipeline
and also provide access to and assistance in the Company's development projects including an exclusive license to
a multiple sclerosis drug in Isis' preclinical pipeline; access to Isis manufacturing for provision of bulk quantities of
antisense compounds for clinical trials; and access to Isis' preclinical development services for a sufficient period to allow
smooth technology transfer.
(b) The intangible assets were amortised on a straight-line basis over the term of the rights granted, five years. At 30 June
2007, the intangible assets had been fully amortised.
Note 13: Trade and Other Payables
Trade payables
Accrued expenses
Other payables
Note 14: Borrowings
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities:
Bank loan1
Used at the reporting date:
Bank loan
Unused at the reporting date:
Bank loan
2015
$
161,804
125,500
4,577
2014
$
116,860
128,444
4,577
291,881
249,881
2015
$
-
-
-
2014
$
730,000
50,000
680,000
1 The bank loan relates to the secured funding facility the Company entered into with the Macquarie Bank Limited during the 2014
financial year. The facility was terminated on 15 October 2014.
ANNUAL REPORT 2015 39
Notes to the Financial Statements continued
Note 15: Provisions
Current employee provisions
Non-Current employee provisions
Note 16: Contributed Equity
Ordinary fully paid shares
Options over ordinary shares
2015
$
2014
$
289,559
269,249
-
-
289,559
269,249
Note
16(a)
16(b)
2015
$
2014
$
55,505,680
51,207,891
1,209,045
1,209,045
56,714,725
52,416,936
16(a) Ordinary Shares
2015
No.
$
2014
No.
$
Balance at the beginning of the year
144,096,128
51,207,891
1,437,954,566
51,029,161
Shares issued during the year
32,416,355
4,516,700
3,001,000
180,270
Consolidation 10:1 Nov 2013
Transaction costs relating to share issues
-
-
-
(1,296,859,438)
(218,911)
-
-
(1,540)
Balance at the end of the year
176,512,483
55,505,680
144,096,128
51,207,891
2015
Details
Number
1 October 2014
Placement
12 November 2014
Share Purchase Plan
15 May 2015
Issue of shares to Cortendo Cayman
Limited
Transaction costs
7,913,043
9,478,237
15,025,075
32,416,355
2014
Details
Number
2 July 2013
Exercise of ANPAU Unlisted Options
3,000,000
13 November 2013
Consolidation of shares 10:1 basis
(1,296,859,438)
Issue Price
$
0.1150
0.1150
0.1675
Issue Price
$
-
-
8 January 2014
Exercise of ANPO Options
1,000
0.270
Transaction costs
(1,293,858,438)
$
910,000
1,090,000
2,516,700
(218,911)
4,297,789
$
180,000
-
270
(1,540)
178,730
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares
held. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one
vote on a show of hands. The ordinary shares have no par value.
40 ANTISENSE THERAPEUTICS
16(b) Options
2015
No.
$
Balance at the beginning of the year
46,950,984
1,209,045
2014
No.
-
Options issued during the year
Options exercised during the year
Options expired during the year
Transaction costs relating to option issues
-
-
-
-
-
-
-
-
46,951,984
(1,000)
-
-
$
754,667
563,426
(110)
-
(108,938)
Balance at the end of the year
46,950,984
1,209,045
46,950,984
1,209,045
2015
Details
Number
There has been no activity during the financial year
2014
Details
Number
Issue Price
-
Issue Price
$
-
$
20 November 2013
Issue of Loyalty Options (ANPO)
45,728,528
548,982
20 November 2013
Issue of Private Placement Options
20 November 2013
Issue of Options for Management Fees to Patersons
8 January 2014
Exercise of Loyalty Options (ANPO)
Capital raising costs associated with the above issues
223,456
1,000,000
(1,000)
-
46,950,984
2,444
12,000
(110)
(108,938)
454,378
Note 17: Reserves
(a) Nature and Purpose of the Reserve
The option reserve recognises the proceeds from the issue of options over ordinary shares and the expense recognised in
respect of share based payments, see note 21 for further detail.
Unlisted options over fully paid ordinary
shares
Options exercised
Consolidation on 10:1 basis Nov 2013
2015
Details
No changes during the period.
2015
No.
72,000
-
-
$
2014
No.
$
960,855
3,720,000
1,140,855
-
-
(3,000,000)
(180,000)
(648,000)
-
72,000
960,855
72,000
960,855
Number
-
Issue Price
$
-
ANNUAL REPORT 2015 41
Notes to the Financial Statements continued
Note 17: Reserves (continued)
2014
Details
2 July 2013
Exercise of ANPAU Unlisted Options
13 November 2013
Consolidation on 10:1 basis
Options Outstanding at 30 June 2015
Date of Issue
On issue at beginning of year
Issued during the year
Exercised during the year
Expired during the year
Forfeited during the year
Consolidation 10:1 Nov 2013
Outstanding at balance date
Expired subsequent to balance date
Exercised subsequent to balance date
Number
(3,000,000)
(648,000)
Issue Price
$
(180,000)
-
(3,648,000)
(180,000)
No. of Options
27 Oct 2008
20 Nov 2013
72,000
46,950,984
-
-
-
-
-
-
-
-
-
-
72,000
46,950,984
-
-
-
-
Outstanding at date of Directors’ Report
72,000
46,950,984
Original number of recipients
Number of current holders
Exercise price
Exercise period from
To (expiration day)
4
4
-
849
818
$0.27
27 Oct 2008
20 Nov 2013
30 Jul 2018
31 Jan 2017
The following proportion of options vest from the dates shown:
100%
27 Oct 2008
20 Nov 2013
Note 18: Commitments and Contingencies
Lease expenditure commitments:
- not later than 12 months
- between 12 months and 5 years
2015
$
2014
$
24,693
24,693
-
-
24,693
24,693
The lease expenditure commitments relate to the leasing of office premises. The lease is for a term of one year, expiring October 2015.
42 ANTISENSE THERAPEUTICS
Note 19: Operating Segments
The Company has identified its operating segments based on the internal reports that are reviewed and used by the management
team in assessing performance and determining the allocation of resources.
The operating segments are identified by management based on the manner in which the expenses are incurred, and for the
purpose of making decisions about resource allocation and performance assessment. Discrete financial information about each of
these operating segments is reported by the executive management team to the board on a regular basis.
Segments:
ATL 1102 - Multiple Sclerosis
ATL 1103 - Growth and Sight Disorders
30 June 2015
Revenue
Segment Revenue
Unallocated Revenue
Total Revenue
Result
Segment Result
Unallocated Result
Income Tax Benefit
Net Result
30 June 2014
Revenue
Segment Revenue
Unallocated Revenue
Total Revenue
Result
Segment Result
Unallocated Result
Income Tax Benefit
Net Result
Note
ATL1102
Multiple Sclerosis
ATL1103
Growth and Sight
Disorders
Total
19(a)
19(b)
-
-
-
3,863,988
3,863,988
-
52,349
3,863,988
3,916,337
(99,520)
(718,548)
(818,068)
-
-
-
-
(2,391,351)
-
(99,520)
3,145,440
706,918
Note
ATL1102
Multiple Sclerosis
ATL1103
Growth and Sight
Disorders
Total
19(a)
19(b)
-
-
-
-
-
-
-
82,936
82,936
(262,034)
(590,010)
(852,044)
-
-
-
-
(2,244,164)
-
(262,034)
(590,010)
(3,013,272)
ANNUAL REPORT 2015 43
Notes to the Financial Statements continued
Note 19: Operating Segments (continued)
19(a) Unallocated Revenue
- Interest from external parties
19(b) Unallocated Result
- R&D Tax Concession Refund
- Compliance expenses
- Business development expenses
- Employee expenses
- Patent expenses
- Other expenses
2015
$
2014
$
52,349
52,349
82,936
82,936
4,919
2,432
(220,171)
(928,316)
(673,807)
(205,353)
(368,623)
(252,295)
(815,473)
(672,655)
(153,477)
(352,696)
(2,391,351)
(2,244,164)
Note 20: Cash Flow Information
(a) Reconciliation of cash flow from operations with loss after income tax
Net Loss for the year
Add back depreciation expense
Add back depreciation expense
(Increases) in trade and other receivables
(Increases)/Decreases in prepayments
Increases/(Decreases) in trade and other payables
Increases in other current liabilities
Increases in provisions
Add back foreign exchange
2015
$
2014
$
706,918
(3,013,272)
8,172
71,572
9,753
-
423,379
(154,601)
46,524
42,000
(50,000)
20,310
-
35,297
(48,130)
50,000
13,159
(92)
Net cash flows used in operating activities
1,268,875
(3,107,886)
Note 21: Events after the Balance Date
There have not been any matters or circumstances, other than that referred to in the financial statements or notes thereto, that
have arisen since the end of the financial year, which significantly affected, or may significantly affect, the operations of Antisense
Therapeutics Limited, the results of those operations or the state of affairs of Antisense Therapeutics Limited in future financial years.
44 ANTISENSE THERAPEUTICS
Note 22: Related Party Transactions
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to
other parties unless otherwise stated. Transactions with related parties are as follows:
Purchases from Belyea IP
Belyea IP is a patent attorney business operated by Dr Chris Belyea.
Service fees paid to Belyea IP during the year:
Patent renewals cost reimbursed to Belyea IP during the year:
Total paid by the Company to Belyea IP during the year:
At the end of the financial year, the Company owed Belyea IP:
2015
$
2014
$
5,200
36,422
41,622
-
2,900
28,793
31,693
-
Note 23: Financial Risk Management Objectives and Policies
(a) Financial Instruments
The Company's financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other
payables and borrowings:
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Borrowings
2015
$
2014
$
6,829,605
1,334,513
744,480
1,167,859
291,881
249,881
-
50,000
The Company does not have any derivative instruments at 30 June 2015 (2014: Nil).
(b) Risk Management Policy
The Board is responsible for overseeing the establishment and implementation of the risk management system, and reviews
and assesses the effectiveness of the Company's implementation of that system on a regular basis.
The Board and Senior Management identify the general areas of risk and their impact on the activities of the Company, with
Management performing a regular review of:
the major risks that occur within the business;
the degree of risk involved;
the current approach to managing the risk; and
if appropriate, determine:
• any inadequacies of the current approach; and
• possible new approaches that more efficiently and effectively address the risk.
Management report risks identified to the Board through the monthly Operations Report.
The Company seeks to ensure that its exposure to undue risk which is likely to impact its financial performance, continued
growth and survival is minimised in a cost effective manner.
ANNUAL REPORT 2015 45
Notes to the Financial Statements continued
Note 23: Financial Risk Management Objectives and Policies (continued)
(c) Significant Accounting Policy
(e) Financial Risk Management
Details of significant accounting policies and methods
adopted, including the criteria for recognition, the basis
for measurement and the basis on which income and
expenses are recognised, in respect of each class of
financial asset, financial liability and equity instrument
are disclosed in Note 1 to the financial statements.
The carrying amounts of cash and cash equivalents,
trade and other receivables and trade and other
payables represents their fair values determined in
accordance with the accounting policies disclosed in
note 1.
Interest revenue on cash and cash equivalents and
foreign exchange movements on trade and other
receivables and trade and other payables are disclosed
in notes 3 and 4.
(d) Capital Risk Management
The Company's objectives when managing capital are to
safeguard the Company's ability to continue as a going
concern and to maintain an optimal capital structure so
as to maximise shareholder value. In order to maintain
or achieve an optimal capital structure, the Company
may issue new shares or reduce its capital, subject to
the provisions of the Company's constitution. The capital
structure of the Company consists of equity attributed to
equity holders of the Company, comprising contributed
equity, reserves and accumulated losses disclosed in
notes 16 and 17. By monitoring undiscounted cash flow
forecasts and actual cash flows provided to the Board
by the Company's Management the Board monitors the
need to raise additional equity from the equity markets.
The main risks the Company is exposed to through its
operations are interest rate risk, foreign exchange risk,
credit risk and liquidity risk.
Interest Rate Risk
The Company is exposed to interest rate risks via the cash
and cash equivalents that it holds. Interest rate risk is the
risk that a financial instruments value will fluctuate as a
result of changes in market interest rates. The objective of
managing interest rate risk is to minimise the Company's
exposure to fluctuations in interest rate that might impact
its interest revenue and cash flow.
To manage interest rate risk, the Company locks a portion
of the Company's cash and cash equivalents into term
deposits. The maturity of term deposits is determined
based on the Company's cash flow forecast.
Interest rate risk is considered when placing funds on term
deposits. The Company considers the reduced interest
rate received by retaining cash and cash equivalents in
the Company's operating account compared to placing
funds into a term deposit. This consideration also takes
into account the costs associated with breaking a term
deposit should early access to cash and cash equivalents
be required.
The Company's exposure to interest rate risk and the
weighted average interest rates on the Company's financial
assets and financial liabilities is as follows:
30 June 2015
Financial Assets
Weighted
Average
Effective
Interest
Rate
Floating
Interest
Rate
Fixed
Interest
Rate
within
Year
%
$
$
Cash and cash equivalents
2.53
329,205 6,500,000
Trade and other receivables
Financial Liabilities
Trade and other payables
-
-
-
-
329,205 6,500,000
-
-
-
-
Fixed
Interest
Rate 1 to
5 Years
Fixed
Interest
Rate over
5 Years
$
-
-
-
-
-
$
-
-
-
-
-
Non-
Interest
Bearing
$
Total
$
400 6,829,605
744,480
744,480
744,880 7,574,085
291,881
291,881
291,881
291,881
46 ANTISENSE THERAPEUTICS
30 June 2014
Financial Assets
Weighted
Average
Effective
Interest
Rate
Floating
Interest
Rate
Fixed
Interest
Rate
within
Year
%
$
$
Cash and cash equivalents
3.51
128,815 1,205,298
Trade and other receivables
Financial Liabilities
Trade and other payables
-
-
Borrowings
14.00
-
-
128,815 1,205,298
-
-
-
-
-
-
Fixed
Interest
Rate 1 to
5 Years
Fixed
Interest
Rate over
5 Years
Non-
Interest
Bearing
$
Total
$
400 1,334,513
1,167,859 1,167,859
$
-
-
- 1,168,259 2,502,372
-
-
-
249,881
249,881
50,000
50,000
299,881
299,881
$
-
-
-
-
-
-
There has been no change to the Company's exposure to interest rate risk or the manner in which it manages and measures
its risk in the year ended 30 June 2015.
The Company has conducted a sensitivity analysis of the Company's exposure to interest rate risk. The percentage change
is based on the expected volatility of interest rates using market data and analysts forecasts. The analysis shows that if the
Company's interest rate was to fluctuate as disclosed below and all other variables had remained constant, then the interest
rate sensitivity impact on the Company's profit after tax and equity would be as follows:
2015: +1% (2014: +1%)
2015: - 1% (2014: -1%)
Foreign Currency Risk
(Higher) / Lower
(Higher) / Lower
2015
68,296
(68,296)
2014
13,345
(13,345)
The Company is exposed to foreign currency risk via the trade and other receivables and trade and other payables that
it holds. Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign
exchange rates. The Company aims to take a conservative position in relation to foreign currency risk hedging when
budgeting for overseas expenditure however; the Company does not have a policy to hedge overseas payments or
receivables as they are highly variable in amount and timing, due to the reliance on activities carried out by overseas entities
and their billing cycle.
The following financial assets and liabilities are subject to foreign currency risk:
Cash and cash equivalents (AUD/GBP)
Trade and other payables (AUD/USD)
Trade and other payables (AUD/GBP)
Trade and other payables (AUD/EUR)
2015
$
-
31,109
13,899
10,108
2014
$
1,029
40,362
44,115
2,329
Foreign currency risk is measured by regular review of our cash forecasts, monitoring the dollar amount and currencies
that payment are anticipated to be paid in. The Company also considers the market fluctuations in relevant currencies to
determine the level of exposure. If the level of exposure is considered by Management to be too high, then Management
has authority to take steps to reduce the risk.
ANNUAL REPORT 2015 47
Notes to the Financial Statements continued
Note 23: Financial Risk Management Objectives and Policies (continued)
(e) Financial Risk Management (continued)
Steps to reduce risk may include the acquisition of foreign currency ahead of the anticipated due date of an invoice or may
include negotiations with suppliers to make payment in our functional currency. Management mitigated foreign currency
risk by purchasing Great British Pounds currency during the current financial year. Should Management determine that the
Company should consider taking out a hedge to reduce the foreign currency risk, they would need to seek Board approval.
The Company conducts some activities outside of Australia which exposes it to transactional currency movements, where the
Company is required to pay in a currency other than its functional currency.
There has been no change in the manner the Company manages and measures its risk in the year ended 30 June 2015.
The Company is exposed to fluctuations in United States dollars, Euros, and Great British Pounds. Analysis is conducted on
a currency by currency basis using sensitivity variables.
The Company has conducted a sensitivity analysis of the Company's exposure to foreign currency risk. The sensitivity
analysis variable is based on the expected overall volatility of the significant currencies, which is based on management’s
assessment of reasonable possible fluctuations taking into consideration movements over the last 6 months each year and
the spot rates at each reporting date. The analysis shows that if the Company's exposure to foreign currency risk was to
fluctuate as disclosed below and all other variables had remained constant, then the foreign currency sensitivity impact on
the Company's loss after tax and equity would be as follows:
Cash and cash equivalents
AUD/GBP: 2015: +3% (2014: +3%)
AUD/GBP: 2015: -3% (2014: -3%)
Trade and other payables
AUD/USD: 2015: +3% (2014: +3%)
AUD/USD: 2015: -3% (2014: -3%)
AUD/GBP: 2015: +3% (2014: +3%)
AUD/GBP: 2015: -3% (2014: -3%)
AUD/EUR: 2015: +3% (2014: +3%)
AUD/EUR: 2015: -3% (2014: -3%)
Credit Risk
(Higher) / Lower
(Higher) / Lower
2015
2014
-
-
(933)
933
417
(417)
303
(303)
31
(31)
(1,211)
1,211
1,323
1,323
70
(70)
The Company is exposed to credit risk via its cash and cash equivalents and trade and other receivables. Credit risk is the
risk that a counter-party will default on its contractual obligations resulting in a financial loss to the Company. To reduce risk
exposure for the Company's cash and cash equivalents, it places them with high credit quality financial institutions.
Historically the Company has had minimal trade and other receivables, with the majority of its funding being provided
via shareholder investment. Traditionally the Company's trade and other receivables relate to GST refunds and Research
and Development Tax Concession amounts due to the Company from the Australian Tax Office. At 30 June 2015 GST
accounted for $13,608 (2014: $4,832) of the trade and other receivables, respectively. At 30 June 2015, accrued interest
from the Commonwealth Bank amounted to $12,579 (2014: $911).
The trade and other receivables at 90+ days also include the rent bond on the office premises of $8,231. This is not
considered impaired. The Board believes that the Company does not have significant credit risk at this time in respect of its
trade and other receivables.
The Company has analysed its trade and other receivables below. All trade and other receivables disclosed below have not
been impaired.
48 ANTISENSE THERAPEUTICS
2015 Trade and other receivables
2014 Trade and other receivables
Liquidity Risk
0-30 days
31-60 days
61-90 days
90+ days
$
736,249
1,159,628
$
-
-
$
-
-
$
8,231
8,231
The Company is exposed to liquidity risk via its trade and other payables. Liquidity risk is the risk that the Company will
encounter difficulty in raising funds to meet the commitments associated with its financial instruments. Responsibility for
liquidity risk rests with the Board who manage liquidity risk by monitoring undiscounted cash flow forecasts and actual cash
flows provided to them by the Company's Management at Board meetings to ensure that the Company continues to be able
to meet its debts as and when they fall due. Contracts are not entered into unless the Board believes that there is sufficient
cash flow to fund the associated commitments. The Board considers when reviewing its undiscounted cash flow forecasts
whether the Company needs to raise additional funding from the equity markets.
The Company has analysed its trade and other payables below:
2015 Trade and other receivables
2014 Trade and other receivables
Note 24: Subsidiaries
0-30 days
31-60 days
61-90 days
90+ days
$
291,881
249,881
$
-
-
$
-
-
$
-
-
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with
the accounting policy described in note 1:
Name of entity
Country of
incorporation
Percentage owned (%)
2015
2014
Parent Entity
Antisense Therapeutics Limited
Subsidiaries of Antisense Therapeutics Limited
Antisense Therapeutics (HK) Pty Ltd 1
Australia
100
100
1 On 10 July 2012 the parent entity incorporated Antisense Therapeutics (HK) Pty Ltd, a wholly owned subsidiary. The purpose of
this new incorporated entity is to facilitate the provision of the relevant licenses to ATL1102 intellectual property in a proposed Joint
Venture with a Chinese Company.
Note 25: Company Details
The registered office of the Company is:
6-8 Wallace Avenue, Toorak, Victoria, 3142
The principal place of business of the Company is:
6-8 Wallace Avenue, Toorak, Victoria, 3142
ANNUAL REPORT 2015 49
Directors’ Declaration
The Directors of the Company declare that:
In the opinion of the Directors:
1. the financial statements and notes, as set out on pages 25 to 49 are in accordance with the Corporations Act 2001 and:
a. comply with Accounting Standards and the Corporations Regulations 2001; and
b. give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year ended on that
date of the Company;
c. the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1.
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.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with
Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2015.
Mr Robert W Moses
Independent Non-Executive Chairman
Mr Mark Diamond
Managing Director
Dated: This the 21st Day of August 2015.
50 ANTISENSE THERAPEUTICS
Independent Auditor’s Report
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com
Independent auditor’s report to the members of Antisense
Therapeutics Limited
Report on the financial report
We have audited the accompanying financial report of Antisense Therapeutics Limited, which comprises the
consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, notes comprising a summary of significant accounting policies and other explanatory
information, and the directors’ declaration of the consolidated entity comprising the company and the entities it
controlled at the year’s end or from time to time during the financial year.
Directors’ responsibility 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 Australian Accounting Standards and the Corporations Act 2001 and for such
internal controls as the directors determine are necessary to enable the preparation of the financial report
that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state,
in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial
statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit
in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance
about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation
of the financial report 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 entity’s internal controls. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Independence
In conducting our audit we have complied with the independence requirements of the Corporations Act 2001.
We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is
included in the directors’ report.
A member firm of Ernst & Younq Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
ANNUAL REPORT 2015 51
Independent Auditor’s Report continued
Opinion
In our opinion:
a.
the financial report of Antisense Therapeutics Limited is in accordance with the Corporations Act
2001 , including:
i
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and
of its performance for the year ended on that date; and
ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b.
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Report on the remuneration report
We have audited the Remuneration Report included in pages 12 to 17 of the directors’ report for the year
ended 30 June 2015. 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.
Opinion
In our opinion, the Remuneration Report of Antisense Therapeutics Limited for the year ended 30 June 2015,
complies with section 300A of the Corporations Act 2001.
Ernst & Young
Don Brumley
Partner
Melbourne
21 August 2015
A member firm of Ernst & Younq Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
52 ANTISENSE THERAPEUTICS
Shareholder Information
As at 9 September 2015
Number of Holders of Equity Securities
Ordinary Shares
176,512,483 fully paid ordinary shares are held by 2,843 individual shareholders.
All ordinary shares carry one vote per share.
Options
46,950,984 options exercisable at $0.27 on or before 31 January 2017, are held by 815 individual holders.
72,000 options exercisable at nil on or before 30 July 2018 are held by 3 individual holders.
Distribution of Quoted Security holders
No. of Holders
Ordinary Shares
Listed Options
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 +
Total number of shareholders
Unmarketable parcels (under $500)
Twenty Largest Ordinary Shareholders
Shareholders
1
2
3
4
5
6
7
8
9
CORTENDO CAYMAN LTD
POLYCHIP PHARMACEUTICALS PTY LTD
CITICORP NOMINEES PTY LIMITED
SYNGENE LIMITED
CITYCASTLE PTY LTD
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
MR JASON ERIC CONSTABLE & MRS CATHERINE CONSTABLE
SKED PTY LTD
BAYSPEC PTY LTD
10 MR ROBERT WILLIAM MOSES
11
FLINTBERG PTY LTD
12 MR LESLIE SMITH
13 MR MICHAEL ANDREW CLARK
14 MR MARK DIAMOND
15 DABCO HOLDINGS PTY LTD
16
KIRZY PTY LTD
17 MR JAN MARACH & MRS RENATA MARACH
18
SYED CORPORATION PTY LTD
19 MR JAMES EDWARDS
20 MR NORMAN CHI WING TANG & MRS TERESA KIT CHING TANG
Total
Total balance of remaining holders
488
744
400
952
259
2,843
1,326
Number
15,025,075
10,190,649
6,278,088
4,140,934
4,080,433
3,414,113
3,341,963
2,419,896
2,335,000
2,100,000
2,027,500
1,500,000
1,403,645
1,357,914
1,250,000
1,200,000
1,188,000
1,162,179
1,114,216
1,100,000
66,629,605
109,882,878
141
265
102
245
62
851
623
%
8.512
5.773
3.557
2.346
2.312
1.934
1.893
1.371
1.323
1.190
1.149
0.850
0.795
0.769
0.708
0.680
0.673
0.658
0.631
0.623
37.75
62.25
ANNUAL REPORT 2015 53
Shareholder Information continued
Twenty Largest Listed Optionholders
Optionholders
1
2
3
4
XCELERATE TRADING PTY LTD
KIRZY PTY LTD
MR JAN MARACH & MRS RENATA MARACH
MRS JANE CHRISTABEL KIDMAN
5. MR JASON ERIC CONSTABLE & MRS CATHERINE CONSTABLE
6
7
8
9
BOUDGARD NOMINEES PTY LTD
MR LESLIE SMITH
MS LEE GARDINER
ATLANTIS MG PTY LTD
10 CITYCASTLE PTY LTD
11 COLBERN FIDUCIARY NOMINEES PTY LTD
12 MR ANDREW LEONARD CLARK
13 MR ROBERT WILLIAM MOSES
14
15
FLINTBERG PTY LTD
ARMDIG PTY LTD
16 CITICORP NOMINEES PTY LIMITED
17 MR PETER ALBERT DAVID SINGER
18
19
20
SR SERVICES (SA) PTY LTD
ANDNEL AUSTRALIA PTY LTD
SYED CORPORATION PTY LTD
Total
Total balance of remaining holders
Number
4,790,342
3,350,000
2,499,747
1,943,496
1,825,000
1,779,967
1,766,667
1,582,811
1,316,844
1,316,667
986,000
825,000
700,001
675,834
620,000
506,846
450,000
400,000
390,743
387,393
28,113,358
18,837,626
%
10.203
7.135
5.324
4.139
3.887
3.791
3.763
3.371
2.805
2.804
2.100
1.757
1.491
1.439
1.321
1.080
0.958
0.852
0.832
0.825
59.88
40.12
Unquoted Equity Securities Holdings Greater Than 20%
Nil
Substantial Shareholders
The names of substantial shareholders the Company is aware of from the register or who have notified the Company in
accordance with Section 671B of the Corporations Act are:
CORTENDO CAYMAN LTD
POLYCHIP PHARMACEUTICALS PTY LTD
No. of Shares
15,025,075
14,331,583
54 ANTISENSE THERAPEUTICS
DIRECTORS
AUDITORS
Company Directory
Ernst and Young
8 Exhibition Street, Melbourne, Victoria, 3000
BANKERS
Commonwealth Bank of Australia
Melbourne, Victoria
Mr Robert W Moses
Mr Mark Diamond
Dr Chris Belyea
Dr Graham Mitchell
Independent Non-Executive Chairman
Managing Director
Independent Non-Executive Director
Independent Non-Executive Director
COMPANY SECRETARY
Mr Phillip Hains
COMPANY
Antisense Therapeutics Limited
ABN 41 095 060 745
REGISTERED OFFICE
6-8 Wallace Avenue, Toorak, Victoria, 3142
PRINCIPAL PLACE OF BUSINESS
6-8 Wallace Avenue, Toorak, Victoria, 3142
Telephone:
Facsimile:
+ 61 (0)3 9827 8999
+ 61 (0)3 9827 1166
SOLICITORS
Minter Ellison
Rialto Towers
Level 23, 525 Collins Street, Melbourne, Victoria, 3000
SHARE REGISTRY
Boardroom Pty Limited
Level 12, 225 George Street, Sydney, NSW, 2000
Telephone:
International:
1300 737 760
+61 (0)2 9290 9600
SECURITIES QUOTED
Australian Securities Exchange
- Ordinary Fully Paid Shares (ASX Code: ANP)
American Depository Receipts (ADR)
Level 1 ADR Program, ADRs are traded in the US over-the-
counter (OTC) market.
Ratio: 1 ADR = 20 ordinary shares
Symbol: ATHJY
CUSIP: 037183100
WEBSITE
www.antisense.com.au
ANNUAL REPORT 2015 55
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