Benitec Biopharma Ltd
ABN 64 068 943 662
F6A / 1-15 Barr Street
Balmain NSW 2041 Australia
Tel: +61 (0) 2 9555 6986
Email: info@benitec.com
www.benitec.com
Contents
CHAIRMAN AND THE CEO’S LETTER
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CORPORATE GOVERNANCE STATEMENT
FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT
SHAREHOLDER INFORMATION
CORPORATE DIRECTORY
1
2
16
17
20
44
45
48
INSIDE BACK COVER
Corporate Directory
BENITEC BIOPHARMA LIMITED
ABN 64 068 943 662
Directors
Mr Peter Francis
Dr Mel Bridges
Mr Kevin Buchi
Dr John Chiplin
Mr Iain Ross
(Non-Executive Chairman)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
Managing Director & CEO
Dr Peter French
Company Secretary
Mr Greg West
Registered Office
Level 16
356 Collins Street
Melbourne Vic 3000
Australia
Principal Place of Business
F6A/1-15 Barr Street
Balmain NSW 2041
Australia
Auditors
Grant Thornton Audit Pty Ltd
Level 17, 383 Kent Street
Sydney NSW 2000
Bankers
Westpac Banking Corporation
274 Darling Street
Balmain NSW 2041
Share Registry
Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Melbourne Vic 3067
Stock Exchange Listing
The Company is listed on the Australian Securities Exchange Limited
ASX Code: BLT
Chairman’s and CEO’s letter
Dear Shareholder
We are delighted to present Benitec Biopharma’s Annual Report for 2013.
In many ways this has been a watershed year for Benitec. In a difficult market, we raised sufficient capital to fund significant progress toward our
objective of moving Benitec from a pre-clinical to clinical stage company. As part of the capital raise we updated the company’s constitution and
consolidated its share capital.
As a result of the November 2012 acquisition of Tacere Therapeutics, Benitec expects to begin dosing patients with our “first in man” clinical trials
with our Hepatitis C therapy (TT-034) before the end of 2013. We see the achievement of this milestone as an important value inflection point for
the company. Reporting positive clinical trial results has driven a significant increase in value for other companies in the RNAi space in the last 18
months.
During 2013 Benitec raised $10.8 million through a combination of a private placement and Share Purchase Plan, securing the company’s ability to
move TT-034 into a Phase I/II (a) Clinical Trial and earmarking additional funds to advance our Non Small Cell Lung Cancer treatment (Tribetarna™)
into the clinic.
Peer validation of Benitec’s ddRNAi technology was demonstrated by unanimous support from the NIH’s DNA Recombinant Advisory Committee
(RAC) for our protocol to test TT-034 in HCV patients who have failed current standard of care.
Additionally, acceptance of Dr David Suhy’s scientific abstracts on TT-034 at the International Symposium on Hepatitis C Virus (HCV2013) in
Melbourne and subsequently at the American Association for the Study of Liver Disorders (AASLD) provides further evidence of the significance of
this program to the HCV field.
As well as driving our in-house programs, Benitec has been actively engaged in out-licensing ddRNAi. During the last 12 months we announced
licensing agreements with:
• uniQure for the development of a RNAi therapy to treat Huntington’s Disease.
• Regen BioPharma Inc for the development of Cancer Vaccines
In a further significant development for ddRNAi technology, our licensee Calimmune treated their first patient in a Phase I/II trial of its HIV/AIDS
therapeutic candidate, Cal‐1, in July.
Benitec has continued an aggressive strategy to raise the company’s profile and increase awareness of our achievements, and during 2012 – 2013
we have presented at or attended the following events:
Investor meetings around the JP Morgan Healthcare Conference – San Francisco
• Ausbiotech 2012 – Melbourne
• Ausbiotech USA 2012 – New York
•
• Cowen US Investor Show Case
• Cappello US Investor Conference
• BioPharma Europe Geneva
• World Gene Therapy Congress London
During September 2013, Peter French and Carl Stubbings undertook an extensive Road Show updating investors on the company’s progress and
outlining our strategy for the future.
We strengthened our Board with the appointment of Mr. Kevin Buchi in April 2013. Mr. Buchi served as Chief Executive Officer of Cephalon, Inc.
through its $6.8 billion acquisition by Teva Pharmaceutical Industries in October 2011. Kevin’s appointment provides Benitec with significant
additional business development strength and, importantly, networking capacity in the United States and Europe.
As you can see, it has been a busy and constructive year. On behalf of the Board we would like to thank Benitec shareholders for your continued
support. We expect that 2014 will be the year that will finally demonstrate the safety and efficacy of ddRNAi technology in patients, with our first-
in-man clinical trial of TT-034. A successful outcome will be a very significant event in Benitec’s development.
Peter Francis
Chairman
Peter French
Managing Director & CEO
Benitec Biopharma Ltd Annual Report 2013 Page 1
Directors’ Report
Your Directors submit their report on Benitec Biopharma Limited (‘the
Company’ or ‘Benitec’) and its controlled entities (‘the Group’) for the
financial year ended 30 June 2013.
Dr John Chiplin PH.D.
Non-Executive Director
Appointed 1 February 2010
DIRECTORS
The names and details of the Company’s Directors in office during the
financial year and until the date of this report are as follows. Mr Kevin
Buchi was appointed to the Board on 14 April 2013. Dr Peter French
was appointed to the Board on 26 August 2013. The other Directors
were in office for all of the financial year ended 30 June 2013 to
the date of this report and have been directors from the dates of
appointment noted below.
Names, qualifications experience and special responsibilities
Mr Peter Francis LLB, GRAD DIP (INTELLECTUAL PROPERTY)
Non-Executive Chairman
Appointed 23 February 2006
Mr Peter Francis is a partner at Francis Abourizk Lightowlers (FAL), a
firm of commercial and technology lawyers with offices in Melbourne,
Australia. He is a legal specialist in the areas of intellectual property
and licensing and provides legal advice to a large number of
corporations and research bodies.
Other Current Directorships of Listed Companies: None
Former Directorships of Listed Companies in last three years
Xceed Capital Limited.
Dr Mel Bridges BAPPSC, FAICD
Non-Executive Director
Appointed 12 October 2007
Dr Mel Bridges has more than 30 years’ experience as a CEO and
public company director in the global biotechnology and healthcare
industry. During this period, he founded and managed successful
diagnostics, biotechnology and medical device businesses. He has as
successfully raised in excess of $300 million investment capital in the
healthcare/biotech sector and been directly involved in over $1 billion
in M&A and related transactions.
The businesses that Mel has founded have won numerous awards
including the Queensland Export Award, Australian Small Business
of the Year, Queensland Top 400, BRW’s Top 100 Fastest Growing
Companies for seven consecutive years and The Australian Quality
Award.
Mel has an Honorary Doctorate from Queensland University
of Technology.
Other Current Directorships of Listed Companies
ALS Ltd, ImpediMed Ltd, Tissue Therapies Ltd.
Former Directorships of Listed Companies in last three years
Alchemia Limited (October 2003 to July 2013), Genetic Technologies
Limited (December 2011 to November 2012), Leaf Energy Limited
(August 2010 to September 2012), and Genera Biosystems Limited
(December 2008 to November 2010).
Page 2 Benitec Biopharma Ltd Annual Report 2013
Dr. John Chiplin is CEO of Polynoma LLC, a biotechnology company
currently running one of the world’s largest (Phase III) melanoma trials.
Prior to Polynoma, he was the founding CEO of Arana Therapeutics,
a world leading antibody developer, and a director of Domantis, Inc.,
prior to their acquisition by Cephalon & GSK respectively.
His own investment vehicle, Newstar Ventures Ltd., has funded more
than a dozen early stage companies in the past ten years. Dr. Chiplin’s
Pharmacy and Doctoral degrees are from the University of Nottingham.
In addition to Benitec Biopharma, he currently serves on the board of
Medistem, Inc., and ScienceMedia, Inc.
Other Current Directorships of Listed Companies
Medistem, Inc.
Former Directorships of Listed Companies in the last three years
Arana Therapeutics Ltd., Calzada Ltd., Healthlinx, Ltd., and Progen
Pharmaceuticals Ltd.
Mr Iain Ross BSC, CDIR
Non-Executive Director
Appointed 1 June 2010
Mr Iain Ross is an experienced businessman with over 30 years’
experience in the international life sciences sector. Following a
career with Sandoz, Fisons, Hoffman La Roche, and Celltech he has
undertaken and input to a number of company turnarounds and start-
ups as a board member on behalf of banks and private equity groups.
He has led and participated in 4 IPOs, has direct experience of life
science mergers and acquisitions both in the UK and USA and has
raised more than £250m in the biotech sector.
He is a Qualified Chartered Director and currently he is Chairman of
Ark Therapeutics Group plc (LSE); Biomer Technology Limited, Coms
PLC (LSE), Pharminox Limited; and a non-executive director of Tissue
Therapies Limited (ASX). Also he is Vice Chairman of the Council of
Royal Holloway, University of London.
Other Current Directorships of Listed Companies
Ark Therapeutics Group plc, Coms PLC, Tissue Therapies Limited.
Former Directorships of Listed Companies in last three years: None
Mr Kevin Buchi BA, MBA, CPA
Non-Executive Director
Appointed 14 April 2013
Mr. Buchi served as Chief Executive Officer of Cephalon, Inc. through
its $6.8 billion acquisition by Teva Pharmaceutical Industries in
October 2011. After the acquisition Mr. Buchi served as Corporate
Vice President, Global Branded Products of Teva Pharmaceuticals. Mr.
Buchi joined Cephalon in 1991 and held various positions, including
Chief Operating Officer, Chief Financial Officer and Head of Business
Development prior to being appointed CEO.
Mr. Buchi currently serves as President and CEO and a member of the
Board of Directors of TetraLogic Pharmaceuticals. Mr Buchi is also on
the Board of Directors of Stemline Therapeutics, Inc., Forward Pharma
A/S, Alexza Pharmaceuticals, Inc. and Epirus Biopharmaceuticals.
Directors’ Report
From Left to Right: Mr Greg West, Dr Michael Graham, Mr Carl Stubbings, Mr Iain Ross, Dr Mel Bridges, Dr John Chiplin, Dr Peter French, Mr Peter Francis
Mr Buchi originally trained as a synthetic organic chemist for the
Eastman Kodak Company graduating from Cornell University with
a Bachelor of Arts degree in chemistry. He holds master’s degree
in management from Kellogg Graduate School of Management at
Northwestern University and is a Certified Public Accountant.
Other Current Directorships of Listed Companies
Stemline Therapeutics, Inc. and Alexza Pharmaceuticals, Inc.
Former Directorships of Listed Companies in last three years
Mesoblast Limited (Australia).
Dr Peter French MBA, PH.D.
Managing Director
Appointed 26 August 2013
Peter French is a cell and molecular biologist who has been
extensively involved in both basic and clinical medical research and
commercialisation of biological intellectual property. He has an MBA
in Technology Management and a PhD in cell biology. Dr French is
a Past President of the Australia and New Zealand Society for Cell
and Developmental Biology, and represented Australia’s biological
scientists on the Board of FASTS, Australia’s peak government
lobbying organization for science and technology.
Dr French has conducted cell and molecular research in a broad range
of areas relevant to Benitec’s DNA-directed RNAi based therapeutic
technology, including cancer, HIV/AIDS, neurobiology, immunology and
inflammatory disease.
He obtained his PhD in 1987 for work performed at CSIRO on the
characterisation of the keratin composition of the developing wool
fibre. He carried out postdoctoral research at the Children’s Medical
Research Foundation, Sydney, on the role of glycoprotein expression in
neuronal development. In 1989 he became Principal Scientific Officer
and Manager of the Centre for Immunology, St Vincent’s Hospital,
Sydney. Over the past 15 years Dr French has been extensively
involved in Australia’s biotechnology industry, initially founding the
stem cell storage company Cryosite (ASX:CTE), and then taking up
leadership roles at other biotechnology companies prior to joining
Benitec in 2009 as its Chief Scientific Officer. Peter was appointed
Chief Executive Officer of Benitec in June 2010.
Other Current Directorships of Listed Companies: None
Former Directorships of Listed Companies in last three years: None
COMPANY SECRETARY
Mr Greg West CA
Appointed 26 May 2011
Mr West is a Chartered Accountant with experience in the Biotech
sector. He is a Director and audit committee Chairman of ITC Limited
(a business arm of Wollongong University), IDP Education Pty Ltd and
Education Australia Limited. He worked at Price Waterhouse and has
held senior finance executive roles in investment banking with Bankers
Trust, Deutsche Bank, NZI, and other financial institutions.
Interests in the shares and options of the company and
related bodies corporate
At the date of this report, the interest of the Directors in the shares
and options of Benitec Biopharma Limited were:
Director
Number of
Ordinary Shares
(pre-consolidation*)
Number of Options over
Ordinary Shares
(pre-consolidation*)
Mr Peter Francis
Dr Mel Bridges
Dr John Chiplin
Mr Iain Ross
2,237,175
4,130,000
1,190,846
750,000
Mr Kevin Buchi
15,384,616
Dr Peter French
8,315,378
42,000,000
11,665,000
10,264,063
10,187,500
6,153,847
36,230,769
* A resolution to consolidate the Company’s securities (shares,
options and warrants) was approved at the General Meeting on
17 July 2013. The securities consolidation was on a 25:1 basis
meaning that shareholders now have 1 new consolidated security
for every 25 securities held before Friday 19 July 2013. Capital
raisings and securities consolidation are referred to in note 21.
Unless otherwise stated, all numbers of securities in this document
are before the consolidation.
Benitec Biopharma Ltd Annual Report 2013 Page 3
Directors’ Report
CORPORATE INFORMATION
Corporate Structure
Benitec Biopharma Limited (‘the Company’ or ‘Benitec’) is a company
limited by shares and is incorporated and domiciled in Australia.
Benitec Biopharma Limited has prepared a consolidated financial
report incorporating the entities that it controlled during the financial
year (‘the Group’), which are described in note 11 of the financial
statements.
Principal Activities
Benitec is an RNAi-based therapeutics company using its proprietary
DNA-directed RNA interference (ddRNAi) technology to develop
therapies for the treatment of life threatening diseases with significant
unmet need and commercial attractiveness. Benitec’s pipeline
programs in the last twelve months were HCV, Hepatitis B, non-small
cell lung cancer, pain and oculopharyngeal muscular dystrophy. Benitec
generates revenue from licensing its technology and research and
development grants.
The principal activities of the Group during the year were the
management and commercialisation of Benitec’s therapeutic programs,
funding, and building the IP estate.
Employees
A key element of Benitec’s strategy to generate a competitive and
appropriate return for stakeholders has been to prove that ddRNAi will
be safe and effective over the longer term in a clinical setting. In the
past 12 months, the company has made substantial progress towards
this goal. In the latter part of 2013 Benitec expects to move from being
a preclinical drug development company to a clinical drug development
company with the initiation of the company’s “First in Man” clinical
trial of its Hepatitis C (HCV) Treatment, TT-034. Demonstrating the
safety and efficacy of TT-034 should be a significant value inflection
point in addition to “validating” ddRNAi as a transformational platform
for targeting multiple diseases.
In an important development for the advancement of ddRNAi, Benitec’s
licensee Calimmune commenced treating HIV patients in July 2013
with their Cal -1 therapy using Benitec’s gene silencing platform. This
important milestone represented the first time ddRNAi has been used
in a clinical trial.
The October 2012 acquisition of Tacere Therapeutics was an important
step moving ddRNAi and Benitec closer to the clinic. The acquisition
provided Benitec with TT-034, an advanced preclinical asset using
ddRNAi technology, which the company expects to have in clinical
trials before the end of 2013. In addition, Benitec has also acquired
Tacere’s wet Age-Related Macular Degeneration (wAMD) program.
Tacere had been conducting extensive preclinical work in this area,
with promising early results.
The Group had 7 employees as at 30 June 2013 (2012: 5 employees).
Targeting Multiple Diseases
Dividends
No dividends in respect of the current or previous financial year have
been paid, declared or recommended for payment.
The ddRNAi technology is potentially applicable to thousands of genes
covering multiple conditions, including cancers, neurological diseases,
infectious diseases, autoimmune diseases and rare genetic diseases.
Benitec’s approach is to focus on developing, through in-house
programs or out-licensing arrangements, ddRNAi-based treatments for
diseases which meet one of the following criteria:
In the latter part of 2013 Benitec expects to move from being a preclinical drug
development company to a clinical drug development company with the initiation of
the company’s “First in Man” clinical trial of its Hepatitis C (HCV) Treatment, TT-034.
OPERATING AND FINANCIAL REVIEW
Benitec is an Australian biotechnology company developing novel
therapeutic treatments to treat and potentially cure a range of
currently untreatable or incurable diseases by turning off the active
genes responsible for the disease. Benitec holds the dominant
intellectual property worldwide for this powerful ‘gene silencing’
technology, DNA-directed RNA interference (ddRNAi).
Benitec’s ddRNAi approach is significantly different to other gene
silencing methodologies. ddRNAi results in the targeted cell
continuously manufacturing specific silencing molecules resulting in
permanent silencing of the disease-associated gene using just a
single treatment.
There are other technologies for turning off target genes, however in
all cases the treatment must be continuously re-administered. To our
knowledge, only expressed RNAi is able to achieve long term gene
silencing from a single treatment.
Page 4 Benitec Biopharma Ltd Annual Report 2013
• Diseases which have a high public profile, high market potential
and, if positive outcomes occur in early clinical trials, are very
likely to attract the attention of large pharmaceutical companies.
• Diseases with unmet needs involving terminally ill patients
in which ddRNAi therapy offers an opportunity to improve
survivability and/or quality of life.
• Diseases that are considered “Orphan” – These diseases occur
in less than 1 in 100,000 people. While the market opportunities
are smaller, the disease status means barriers to market entry are
significantly lower.
With these criteria in mind Benitec has selected a broad range of
diseases and medical conditions to demonstrate the efficacy of the
technology. The aim is to advance many of these into the clinic to
demonstrate the value of the technology for human disease. As
programs advance into the clinic decisions regarding the priority of
these pipeline programs will be made to ensure most effective use of
resources. The programs that the company has advanced over the last
twelve months are:
Directors’ Report
1. Hepatitis C. Datamonitor Healthcare estimates that the hepatitis
C market will display continual growth, with sales of approved
drugs jumping from $4.7bn in 2013 to $15.5bn in 2022 across
the US, Japan, and five major EU markets (France, Germany,
Italy, Spain, and the UK). The US market will see huge growth
(compound annual growth rate [CAGR] = 16.6%), quadrupling in
size during 2013–22. During 2014–17, the US market will thrive
due to the entry of warehoused patients into first-line therapy.
Benitec believes that the entry of a “one shot” cure for Hepatitis
C has the potential to take significant market share from newly
entering “interferon free” therapies. TT-034’s single administration
also solves the continuing patient compliance issue present with
oral regimes.
2. Non-Small Cell Lung Cancer. Lung cancer is the most common
cancer in the world with more than 80% being diagnosed as
non-small cell lung cancer (NSCLC). NSCLC presents significant
public health problems for nearly every country, largely due
to the fact that diagnosis generally happens in the advanced
stages, and also because of the high death rate associated with
the disease. In many instances NSCLCs develop resistance to
chemotherapy leading to poor prognosis and high mortality. In
collaboration with Professor Maria Kavallaris and researchers at
the Children’s Cancer Institute Australia at the University of New
South Wales, Benitec’s therapy is targeting the silencing of the
beta III tubulin gene implicated in the development of resistance
to chemotherapy. Benitec’s approach includes the development of
a “companion diagnostic” to identify patients at risk of excessive
beta II tubulin expression.
3. Cancer-associated pain. Up to 85% of terminal cancer
patients suffer intractable neuropathic pain. Benitec’s ddRNAi
technology is being used to develop a novel pain product that can
be administered as a single injection to provide long-term pain
relief through silencing a key pain mediator in the spinal cord. An
independent publication, using an approach identical to Benitec’s,
demonstrated a significant reduction in pain without side effects
(Human Gene Therapy 2011, 22(4): 465-475) in a validated animal
model. This provides proof of concept for Benitec’s approach.
4. Hepatitis B. Infection with the hepatitis B virus (HBV) is a global
public health concern. According to the most recent World Health
Organization estimates, 2 billion people globally are infected with
the virus and 350 million people are chronic carriers. In addition to
the huge burden of disease, HBV causes considerable mortality,
with an estimated 1 million deaths from HBV-related liver failure,
cirrhosis and hepatocellular carcinoma each year. In 2006, there
were an estimated 93 million HBV carriers in China alone. Benitec
will leverage the company’s considerable Hepatitis C experience,
in particular with respect to delivery, to address this significant
unmet medical need.
5. Age Related Macular Degeneration. As part of the Tacere
acquisition, the Company also acquired a mature pre‐clinical
program in wet age-related macular degeneration (wAMD). It is
the leading cause of vision loss in patients over 60 years of age
in the developed world, and it remains an area of unmet medical
need. There are two forms of AMD, dry (non-neovascular) and wet
(neovascular), which affect over 16 million people in the United
States and Europe. The annual incidence is expected to increase
with an ageing population, and prevalence in Western countries
is anticipated to reach 25 million by 2020. Around 10% of patients
exhibit wet AMD; however, it accounts for over 90% of the serious
loss of vision. The current treatment is a regular (usually monthly)
injection into the eyeball of an antibody targeting the inflammatory
mediator VEGF. Benitec’s ddRNAi technology, with its ability to
provide long term silencing of a target gene from just a single
injection has the potential therefore to become the treatment of
choice in this market. Currently a $2 billion market, this program
has become a high priority for development and Benitec has
lodged a patent application around therapeutic targets.
6. OPMD (oculopharyngeal muscular dystrophy) is an orphan
disease caused by a mutant gene. In collaboration with Professor
George Dickson at Royal Holloway, University of London, Benitec
is using ddRNAi to target the suppression of the mutant gene
responsible for this currently untreatable condition, which affects
the swallowing muscles.
There are many other diseases that can be targeted by ddRNAi.
Benitec’s strategy is to enter into multiple partnering and licensing
arrangements with external organisations to exploit the option of
broadly using ddRNAi technology for other diseases. Examples
of arrangements currently in place are license agreements with
Calimmune Inc. (HIV); Revivicor Inc. (organ transplants), Genable
Technologies (Retinitis Pigmentosa), uniQure (Huntington’s disease)
and Regen BioPharma (Cancer Vaccine – Breast Cancer).
Strategic Advantage
The ability of ddRNAi to be used in a range of diseases affords Benitec
a strategic advantage. For high profile diseases such as Hepatitis
C, AMD or Cancer Related Chronic pain, when favourable clinical
data becomes available, there is a strong probability of attracting
the interest of a large pharmaceutical company and subsequently
negotiating suitable value/revenue licensing agreements. Other
diseases such as orphan indication targets offer lower revenue
opportunities, when compared with Hepatitis C for example, however
they provide an earlier opportunity to prove or “validate” the efficacy
of ddRNAi and a lower barrier to market entry (due to reduced
regulatory burden).
Both of these approaches enhance the Company’s ability to broaden
the available licensing opportunities and thus access to ongoing
revenue streams while improving the overall risk profile by eliminating
dependence on one program’s success or failure. After some years in
the drug development wilderness there is some evidence to indicate
a raising level of interest in RNAi therapies amongst investors.
Companies such as: Alnylam (market cap up from $810 million to $2.9
billion), Arrowhead (market cap up from $51 million to $140 million), Isis
(market cap up to $3.2 billion) and Dicerna (raising a record $60 million
for a private company) are examples of Biotechnology companies
operating in Benitec’s gene therapy technology space that are gaining
considerable momentum with their technology and investors.
Benitec Biopharma Ltd Annual Report 2013 Page 5
Directors’ Report
Overview of Operations
Benitec has continued to advance the company’s strategy of moving
programs closer to the clinic. The acquisition of Tacere and TT-034 was
a significant contribution to this effort. The company has continued
to leverage this advantage by completing the numerous activities
required to take TT-034 into the clinic. In addition, Benitec has
progressed its other programs through preclinical development, further
strengthening the company’s robust pipeline, extending its intellectual
property and executing on key development milestones. These are
described below in detail.
Highlights of the programs over the previous 12 months include:
• Hepatitis C – “TT-034”. Since the finalisation of the Tacere
acquisition in October 2012, Benitec has made significant progress
moving TT-034 closer to the clinic. These activities have included:
– Selecting Synteract Inc. as the company’s Clinical Research
Organisation (CRO). Synteract has extensive experience in
conducting clinical trials and preparing regulatory submissions
in the US.
– Appointing the Duke Clinical Research Unit and University of
California, San Diego (UCSD) Health Sciences as clinical trial
sites for the TT-034 phase I/II study.
Benitec has continued to advance the company’s strategy of moving
programs closer to the clinic. The acquisition of Tacere and TT-034
was a significant contribution to this effort.
1. Pipeline
Benitec now has six development programs underway in house. As
described previously the company expects to enter clinical trials for
HCV before the end of 2013. Successful results in any program could
lead to a significant partnership with a major pharmaceutical company.
In addition, Benitec has entered into out-licensing deals for programs
in HIV/AIDS, retinitis pigmentosa, Huntington’s disease and Breast
Cancer bringing to eleven the number of ddRNAi-based programs being
developed. As discussed previously Calimmune’s Cal-1 is already in the
clinic with TT-034 expected to enter the clinic before the end of 2013.
Indication
Participants
Discovery
Pre-
clinical
Clinical
Hepatitis C
Duke Medical,
UCSD
NSCLC*
CCIA at UNSW
Cancer-
associated pain
Standford
University
Hepatitis B
OPMD**
Wet-AMD***
Retinitis
pigmentosa
HIV / AIDS
Biomics
Biotechnologies
Royal Holloway,
University of
London
Acquired from
Tacere
Licensed to
Genable
Licensed to
Calimmune
Huntington’s
disease
Licensed to
uniQure
*Non-small cell lung cancer and other chemotherapy-resistant cancers
**Oculopharyngeal Muscular Dystrophy, an orphan disease
***Age-Related Macular Degeneration
Page 6 Benitec Biopharma Ltd Annual Report 2013
– Receiving favorable review from the National Institutes of
Health (NIH) Recombinant DNA Advisory Committee (RAC).
Since TT-034 is regulated as a gene therapy, the clinical trial
protocol is required to undergo a public review by the RAC
prior to an Investigational New Drug (IND) application being
submitted. The RAC was very supportive of the application
and did not require any significant alteration to the protocol.
– US Food and Drug Administration (FDA) advised that a formal
pre-IND meeting was not required and the Company can
therefore proceed to finalise the IND based on the Company’s
extensive pre-clinical data.
– TT-034 was selected for oral presentation by Dr David
Suhy at two international conferences - the American
Association for the Study of Liver Disorders, and HCV 2013.
Both conferences are prestigious international meetings of
researchers, clinicians and industry representatives. Selection
for oral presentation is a significant recognition and a sign of
growing interest in Benitec’s novel ddRNAi-based approach to
developing a single shot treatment for HCV.
• Chemotherapy-resistant lung cancer – “Tribetarna™”.
Benitec’s Lung Cancer program targeting the silencing of the
gene responsible for chemotherapy resistance, beta III tubulin,
made very encouraging progress toward the clinic. Significant
milestones in the last 12 months included:
–
In November 2012 studies conducted at the Children’s Cancer
Institute Australia, University of NSW (CCIA), confirmed that
an intravenous injection of the program’s silencing molecule,
Tribetarna™ (the Benitec-designed ddRNAi silencing molecule
targeting the beta III tubulin gene), is very efficiently and
specifically taken up by lung tumours and results in significant
silencing (more than 70%) of the target gene in those tumours.
In April 2013 additional studies conducted at the CCIA
demonstrated significantly increased survival of tumour-
bearing animals in vivo. The data showed that, in a mouse
orthotopic model of human lung cancer, the animals that were
treated with a combination of Tribetarna™ and chemotherapy
survived significantly longer than those that were treated with
chemotherapy without the active ddRNAi molecule.
– Benitec appointed Europe based Clinical Trials Group
–
(CTGCRO) to manage the initial clinical development of
Tribetarna™, and a proposed Phase I/IIa clinical trial which the
company aims to commence in Q4 calendar year 2014.
Directors’ Report
– The company executed an exclusive license with University
of New South Wales (UNSW) providing Benitec with the
worldwide rights to use RNA interference (RNAi) to silence
the beta III tubulin gene. Importantly this license also allows
Benitec to develop a “Companion” Diagnostic to be used
in conjunction with this therapy to aid in the targeting of
Tribetarna™ to patients most at risk of developing resistance
to chemotherapy.
• Chronic cancer-associated pain – “Nervarna™”.
In association with Stanford University. The key outcomes from
this program in the past 12 months were:
• wet Age-Related Macular Degeneration (AMD). AMD is the
leading cause of irreversible vision loss in the developed world
and it remains an area of unmet medical need. It is estimated to
affect around 1.75 million people in the US alone. It is a disease of
ageing, with 10% of people aged between 60 and 75 and 25% of
people older than 75 years old suffering from wetAMD. Macular
degeneration develops when the macula (the part of the eye
responsible for central vision) is unable to function as effectively
as it used to. It is unclear what causes the macula to become
damaged, but getting older, smoking and a family history of the
disease are known to increase the risk of developing the condition.
Benitec now has six development programs underway in house.
The wet AMD market is estimated to be worth approximately
$4 billion a year and expected to reach $8.2 billion by 2016.
Macromolecular drugs have revolutionized the management
of wet AMD by directly inhibiting vascular endothelial growth
factor (VEGF). However they are limited by the need to repeatedly
administer them via intra-ocular injections, every 1-3 months.
Ranibizumab (Lucentis; Genentech/Roche), a monoclonal antibody
fragment that inhibits VEGFA is the current standard of treatment
for wet AMD, accounting for 94% of the market currently.
Benitec acquired this program as part of the Tacere acquisition. The
approach is to introduce a single shot therapy that will suppress
the major inflammatory mediators of the disease without having to
re-administer for months or possibly years. If successful, this would
be a major breakthrough for the treatment of this disease.
– Two novel and effective target sequences which are conserved
on the PKCy gene across key test species were identified and
a patent application was lodged adding additional protection
to this therapeutic program.
– Appointment of Professor David Yeomans from Stanford
University to set up preclinical pain models and undertake
preliminary in vivo testing of newly manufactured constructs.
Professor Yeomans is an international leader in pain research
and is Associate Professor, Anesthesia at the Stanford School
of Medicine and Director of Pain Research
– A test batch of constructs in a lentiviral vector was
manufactured and delivered for testing in vitro and in vivo
– The preliminary data indicated that the activity of the
constructs was lower than expected. Experiments to improve
activity and efficiency of the constructs will be carried out as
resources allow.
– Professor David Yeomans presented an overview of Benitec’s
pain program at the 13th Annual Pain Therapeutics Conference
in London, UK. Dr Yeomans reported that the presentation
received considerable interest and the consensus was that the
protein kinase C gene is an appropriate target for Benitec’s
gene silencing approach using ddRNAi.
– The Pain Program remains an important area for the Company,
but following the acquisition of Tacere, it has become a lower
priority than advancing TT-034 to the clinic.
Benitec Biopharma Ltd Annual Report 2013 Page 7
Directors’ Report
• Hepatitis B – “Hepbarna™”. Based on information from Tacere
Therapeutics following its acquisition by Benitec, the design of
the hepatitis B ddRNAi construct was amended to mimic the HCV
construct, in order to use the lessons learned from the extensive
development of TT-034. This involved defining three sequences
that target highly conserved regions of the HBV polymerase
gene and have high silencing efficacy in vitro; defining their
specificity activity, and modifying the design to minimise any
potential toxicity prior to in vivo testing; and establishment of a
high throughput assay system. In a further boost for this program
Benitec’s collaborator Biomics was named “Asia Pacific Emerging
Company of the Year”. In part Biomics received this award for their
development of an RNAi therapy for Hepatitis B.
• Genetic disease – “Pabparna™”. Benitec’s treatment for
Oculopharyngeal Muscular Dystrophy (OPMD), which is being
developed collaboration with the Royal Holloway, University of
London, had a number of key outcomes over the last 12 months as
the program continued to advance:
Chief Investigators’ Group
The Benitec Chief Investigators’ Group (CIG) was formed in February
2011 and has met four times since then to review the company’s
research programs.
The CIG includes program leaders of groups associated with
Benitec’s clinical pipeline. Initial members were Professor John
Rossi (City of Hope Cancer Centre, CA, USA); Dr York Zhu (Biomics
Biotechnologies, Nantong, China) and Professor Maria Kavallaris
(Children’s Cancer Institute Australia (CCIA) at the University of
New South Wales (UNSW), Australia) as well as Benitec’s CEO
Dr Peter French, Dr Ken Reed (Benitec founder) and Dr Michael
Graham (the discoverer of Benitec’s RNAi technology). New members
have joined the CIG since then, namely Prof. George Dickson (Royal
Holloway - University of London) who heads the OPMD program,
Dr Geoff Symonds from Calimmune Inc. who is involved in the
company’s HIV program, Dr David Yeomans (Stanford University)
who has commenced collaboration on the pain program and
Dr David Suhy (Tacere).
The CIG brings together world-class researchers in their respective
fields and has provided invaluable assistance to Benitec in refining
and focusing the company’s research pipeline.
– A triple cassette construct targeting the PABPN1 gene was
designed and tested in vitro and was found to produce a high
level of silencing of the target defective gene.
– Development of a design for a gene silencing and replacement
therapeutic strategy and experiments have been completed in
vitro and in vivo.
External validation of the potential of Benitec’s ddRNAi technology
continues to grow through the success of the company’s expanding
group of licensees. Over the last 12 months these successes have
included:
• Cal 1 - Benitec’s US-based licensee Calimmune Inc. commenced
treating patients with their HIV/AIDS gene medicine candidate,
Cal-1 in a Phase I/II trial. The Cal‐1 therapy utilizes ddRNAi‐based
gene silencing technology along with additional proprietary
technology to reduce the ability of HIV to enter immune cells. The
trial is entitled “Safety Study of a Dual Anti‐HIV Gene Transfer
Construct to Treat HIV-1 Infection”.
• Huntington’s disease - In December 2012 Benitec announced
that it had entered into a sub-licensing agreement with
Amsterdam-based uniQure BV. Benitec’s non-exclusive license
allows uniQure to develop a treatment for Huntington’s disease
using the company’s ddRNAi gene silencing technology. uniQure
was the first company to gain market approval for a gene therapy
product (Glybera) in Western countries. uniQure has developed
a unique ability to take gene therapy-based programs from pre-
clinical stages to commercialisation.
• Retinitis pigmentosa - Benitec’s licensee Genable Technologies
Ltd was been granted orphan drug designation from the Federal
Drug Administration (FDA) in the US for its gene therapy product
GT308 for treating the eye disease retinitis pigmentosa. The
granting of this status means that in the US Genable will gain
seven years of market exclusivity once the product is approved.
Page 8 Benitec Biopharma Ltd Annual Report 2013
The CIG brings together world-class researchers in their respective
fields and has provided invaluable assistance to Benitec in refining and
focusing the company’s research pipeline. CIG membership is not a
remunerated role. The last meeting was on Monday 13 May 2013 and
received presentations from:
Dr David Suhy
Benitec / Tacere Benitec’s HCV program
Dr Michael Graham Benitec
Benitec’s HBV, pain
& OPMD programs
Prof Geoff Symons
Calimmune
Calimmune’s HIV program
Prof Maria Kavallaris UNSW
Benitec’s Lung cancer program
Dr Jingkang Wang
Biomics
Biomics’ programs
2. Intellectual Property
Benitec’s core patents and rights are based on research in the 1990’s
conducted by Benitec’s Chief Scientist Dr Michael Graham and
colleagues at CSIRO and are supported by subsequent filings that
extend the scope of its intellectual property. Benitec’s patent and
license estate represents a dominant position in DNA-directed gene
silencing for therapeutic use in humans.
The Graham patents are granted in most significant jurisdictions.
Oppositions to the decision to grant the European patents have been
filed and are currently being considered by the EPO opposition division.
• Following the decision in 2011 to grant two European patents in
the Graham family, EP1555317 and EP1624060, oppositions were
filed against EP1555317 by BASF SE and an anonymous party
under the name Strawman Limited, and against EP1624060 by
BASF SE.
• The European Waterhouse et al patent application EP1068311 has
been opposed by four parties, namely BASF SE, Strawman Limited,
Carnegie Institution of Washington/University of Massachusetts,
and Syngenta International AG.
Directors’ Report
Benitec continues to file new patent applications to extend the scope of
its patent estate and protect emerging IP developed from the existing
research programs. Patents to protect the company’s lead therapeutic
TT-034 have previously been granted in USA, Europe. Japan and
Australia - additional patents were granted during the last year.
• Patents have been granted in the last year in Canada
(258771), South Korea (10-1246862), USA (8283461) and China
(20058001397.5) to protect aspects of the design of Benitec ’s HCV
silencing molecule, TT-034.
Benitec has also licensed external IP to further strengthen its position.
The company executed a license from the University of New South
Wales in October 2013. This grants Benitec exclusive rights to use
RNAi technology to silence the beta III tubulin gene to overcome
chemotherapy resistance in Non-Small Cell Lung Cancer and also
allows the development of a “Companion Diagnostic” to aid in the
identification of patients who might benefit from such a treatment.
• Claims protecting these technologies have been granted in
China (200880014915) and Singapore (200905810) and are being
examined in other key jurisdictions.
3. Commercialisation
Business Development remained a major focus for Benitec in 2012
– 2013. The Company’s aim is to create appropriate/competitive
return on investment for Benitec stakeholders by commercialising the
company’s gene silencing technology, ddRNAi.
Benitec is driving toward two key pathways to generate revenue.
Both pathways are tied to the advancement of the company’s in-house
programs into the clinic. The key to commercial success is partnering
one or more of the company’s programs with a suitable Pharmaceutical
company. While Pharmaceutical companies will occasionally execute
partnering agreements on preclinical “early stage” programs the
majority of high value transactions occur when programs are well
advanced in their clinical development.
The Company expects that positive results in this trial would
result in an important value infection point for the company and its
stakeholders. Positive efficacy would validate ddRNAi as a technology
platform creating greater value for the company’s other programs.
Importantly it would enable Benitec to advance partnering/licensing
discussions with potential commercial partners.
• Out-licensing ddRNAi – The broad applicability of ddRNAi
to a variety of diseases enables the company to out-license the
technology for targets that Benitec does not intend pursuing. As
mentioned previously, during 2012 – 2013 Benitec secured two
such licenses:
– uniQure – Huntington’s Disease
– Regen – Breast Cancer
This brings the total number of programs Benitec has out-licensed
to 4 (Calimmune and Genable executed licenses with Benitec
during 2011 - 2012).
As Benitec’s licensees progress programs toward commercialisation
the Company will receive milestone payments, and ultimately if
their indications are approved and reach the market, Benitec will
be a beneficiary of commercially competitive royalty payments.
Additionally, Benitec will benefit from early stage partnering deals.
Benitec would expect positive clinical data from TT-304 to create
more interest and value for its Out-licensing strategy.
Raising awareness of ddRNAi
Benitec has been active in promoting awareness of ddRNAi
technology, its uses, its importance and the promise it holds. Progress
in Benitec’s programs has been presented at the 6th Annual Pain
Summit (San Jose, October 2012), Bio Investor Forum (San Francisco,
October 2012), AusBiotech Investor Showcase (Melbourne, November
2012), JP Morgan – Cowen Biotech Showcase (San Francisco, January
2013), Cappello Australia – US Investment Conference (Los Angles,
January 2013), AusBiotech US Investor Showcase (New York, April
2013) and at the International Association for the Study of Pain summit
(London, May 2013).
The Company’s aim is to create appropriate/competitive return
on investment for Benitec stakeholders by commercialising the
company’s gene silencing technology, ddRNAi.
To increase the certainty of being able to execute a partnering
agreement with a suitable Pharmaceutical company Benitec is
focused on moving the company’s programs into the clinic. Early stage
communications with potential partners have resulted in significant
interest in ddRNAi, with all potential partners expressing the desire to
see additional data and specifically clinical data.
Further acknowledgement of the growing recognition of ddRNAi
was also evident in the acceptance of Benitec’s TT-034 for oral
presentations at the American Association for the Study Liver
Diseases (The Liver MeetingTM) (Washington DC, November 2013) and
the International Symposium on Hepatitis C Virus and Related Viruses
(Melbourne, October 2013).
•
In-house Pipeline – developing programs for therapies in-house
up to and including, where appropriate, phase I/II clinical trials
continues to be the major focus for Benitec. Acquisition of Tacere
and its near-to-clinic treatment for Hepatitis C (TT-034) enabled
Benitec to accelerate the Company’s progress into the clinic.
Benitec expects a TT-034 clinical trial to commence before the
end of 2013. The planned US-based trial is an open-label dose-
escalation study in infected patients, with interim data on safety
and efficacy likely within months of trial commencement.
Benitec Biopharma Ltd Annual Report 2013 Page 9
Directors’ Report
Raising Benitec’s profile
The company is also actively raising its profile as an innovator and
leader in gene-silencing, with ABC TV’s “The Business” (interview
with Dr Peter French and Dr Michael Graham). Benitec’s profile has
been greatly enhanced on Australia radio with appearances by Dr
Peter French on Radio 2GB’s Steve Price, an in depth 30 minute studio
interview with Jon Faine on ABC Radio’s ‘Revolutions’ program and
recently an interview by Chris Smith on his 2GB Afternoon program.
In the print media, Benitec featured in a Bioshares Report (reporting
on Kevin Buchi’s appointment as a Director and recommending
Speculative Buy Class A), Business Review Weekly (who published a
story on Benitec’s successful capital raise, focusing on the company’s
TT-034 progress), and in the Health and Aged Care magazine (focusing
on the potential of the technology across a range of diseases). Lodge
Partners published a number of Research Reports continuing to
maintain a ‘Buy’ recommendation. In electronic media, the company
produced a ddRNAi animated video explaining how the technology
works, highlighting its use in the treatment of Hepatitis B and C
(https://www.youtube.com/watch?v=QFmPBOEMOlY).
Cash Flows
The cash flows of the Company consist of income from licensing the
Company’s technology, proceeds from issue of shares, Research and
Development grant receipts, payments to employees and suppliers for
co-investment and/or licensing collaborations to exploit the Company’s
intellectual property portfolio and the maintenance of the small
corporate structure.
Capital raisings / capital structure
During the year the Company made a share issue to the Tacere vendors
for $1,173,585 and further share issues were made as a result of
private placements for $1,086,844 net of costs. The private placements
were part of the capital management program and will provide funding
for research and development programs and working capital. Further
capital raisings and a securities consolidation on a 25:1 basis have
occurred in the period after balance date and are referred to in note 21.
A resolution to consolidate the Company’s securities (shares, options
and warrants) was approved at the General Meeting on 17 July
2013. The securities consolidation was on a 25:1 basis meaning
The company is also actively raising its profile as an innovator
and leader in gene-silencing.
Financial Overview
Benitec’s net loss for the year to 30 June 2013 was $3,487,960
compared to a net loss of $4,112,617 for the previous corresponding
period.
The loss for the year includes the Tacere goodwill write-off of
$1,503,926 and share based expense of $518,749 (2012: $1,093,122).
Operating revenue of $1,464,182 (2012: $503,034) included Research
and Development Grants received totalling $824,333 (2012: $11,753)
Expenses before impairment costs, foreign currency translation and
share based expense were $4,456,312 (June 2012: $3,531,201)
The loss for the year includes;
•
Impairment costs of $1,503,296 relating to the write-off of
goodwill and other identifiable intangibles on the acquisition of
Tacere Therapeutics Inc. (‘Tacere’). The immediate write-off of
the Tacere acquisition goodwill and other identifiable intangibles
on the acquisition is considered to be the most appropriate
accounting treatment as the intellectual property is a preclinical
trial and hence the future economic benefit is uncertain.
• Share based expenses of $518,749 (2012: $1,093,122)
Benitec’s current assets at 30 June 2013 were $1,722,590 (June
2012: $3,220,403), with current liabilities of $1,110,370 (June 2012:
$588,292). Current liabilities include $357,179 representing Benitec
Biopharma Limited shares held in reserve (from the Tacere acquisition
consideration of 102,321,345 shares) and not to be issued to the
Tacere vendors for a period of 12 months from acquisition. The reserve
shares were established by an agreement with the Tacere vendors for
the purposes of satisfying indemnities to Benitec, if required.
Page 10 Benitec Biopharma Ltd Annual Report 2013
that shareholders now have 1 new consolidated security for every
25 securities held before Friday 19 July 2013. Information relating
to the share consolidation, including the consolidation timetable,
was provided to shareholders in the Notice of Meeting, the Benitec
website and on the BLT page of the ASX website. Unless otherwise
stated, all numbers of securities in this document are before the
consolidation on 19 July 2013.
Ordinary Shares
102,839,208 ordinary shares were issued during the year through
private placements at prices ranging from $0.011 to $0.013 per share.
In addition, 78,446,306 ordinary shares were issued to the Tacere
vendors during the year at $0.015 per share.
Options
At the date of this Directors’ Report, the Company has a total of
439,857,844 options to acquire ordinary shares in the Company.
Unless otherwise noted, all options are unlisted, restricted and are
categorised as follows:
Type
Listed Options - BLTO
Listed Options - BLTOB
Employee Share Option Plan
NED Options
Directors’ Options
Strategic Adviser Warrants
Unlisted Options
Other
Total
Number
46,673,907
201,309,366
75,700,000
73,000,000
1,953,125
6,126,962
35,076,924
17,560
439,857,844
Directors’ Report
Employees Share Option Plan (ESOP)
The Employees Share Option Plan (ESOP) governs options issued to
employees. ESOP options expire on the dates set out below. Options
held by any employee who resigned earlier will expire on a time
determined by the Board or within twelve months. The Board has the
power to adjust, amend and cancel the ESOP. Non-Executive Directors
are currently excluded from the ESOP.
Options on issue under the Employees Share Option Plan are:
Grant Date
Expiry Date
Exercise Price Number
13 July 2010
19 August 2014
$0.0204
17 November 2011 17 November 2016 $0.0500
7 February 2012
7 February 2017
$0.0500
18 July 2012
18 July 2017
$0.0500
16 November 2012 16 November 2017 $0.0500
Total
6,500,000
45,000,000
4,200,000
10,000,000
10,000,000
75,700,000
ESOP options which lapsed during the financial year were:
Expiry Date
21 February 2013
10 June 2013
Exercise Price
No. Lapsed
$0.0781
$0.0289
300,000
5,000,000
Non-Executive Director Options on issue are:
Grant Date
Expiry Date
Exercise Price Number
13 July 2010
19 August 2014
$0.0228
26 September 2011 26 September 2016 $0.0500
Total
3,000,000
70,000,000
73,000,000
Summary of Shares, Options and Warrants on Issue –
30 June 2013
The Company had 1,151,914,043 listed ordinary shares and
247,983,273 listed options on issue at reporting date. There are also
185,747,609 unlisted options and 6,126,962 warrants on issue, details
of which are included in note 15 to the financial statements.
Unissued Shares
As at the date of this report, there were 439,857,844 options over
unissued ordinary shares (439,857,844 at the reporting date), details
of which are included in note 15 to the financial statements. Option
holders do not have the right, by virtue of the option, to participate in
any share issue of the Company or any related body corporate or in the
interest issue of any other registered scheme related to the Company.
Shares issued as a result of the exercise of Options
During the year no shares were issued on the exercise of options
issued by the Company (2012: nil).
Significant changes in the state of affairs
During the year there were no significant changes in the Company’s
state of affairs.
Significant events after the reporting date
Benitec announced a capital management update on 6 June 2013,
including details of a Private Placement and share purchase plan (SPP).
The private placement raised $7,900,000 and was subscribed to by
several new institutional investors, along with Benitec management
and directors and existing sophisticated investors at $0.011 per share.
The placement was conducted in two tranches on the following basis:
• Tranche 1 – $412,000 was raised under the Company’s 15%
placement capacity, in accordance with ASX Listing Rule 7.1, and
settled on 14 June 2013; and
• Tranche 2 - $7,488,000 was raised following shareholder approval,
settled on 24 July 2013.
A General Meeting was held on 17 July 2013 where shareholders
approved Tranche 2 of the private placement, together with a 25-for-
1 consolidation of the Company’s issued securities. The securities
consolidation means that shareholders now have 1 new consolidated
security for every 25 securities held before Friday 19 July 2013.
Information relating to the share consolidation was provided to
shareholders in the Notice of Meeting, the Benitec website and on the
BLT page of the ASX website. Unless otherwise stated, all numbers
of securities in this document are before the consolidation on 19 July
2013.
The SPP raised $2,840,000 and closed on 29 July 2013. The SPP was
conducted on the same terms as the private placement, and allotment
of shares to participants in the SPP occurred on 6 August 2013.
Benitec announced plans on 3 June 2013 to progress its non-small cell
lung cancer (NSCLC) therapeutic Tribetarna™ into Phase II clinical trials
in late 2014 calendar year. The Company had reached agreement to
use European-based clinical research organisation Clinical Trials Group
(CTGCRO) to manage the trial, and subsequently negotiated favourable
commercial terms which included prepayments covering the clinical
trial and consulting services.
No other matters or circumstances have arisen since 30 June 2013
which have significantly affected or may significantly affect the
operations of the Group, the results of those operations or the state of
affairs of the Group, in subsequent financial years.
Likely developments and expected results
Further information on likely developments in the operations of the
Group has not been included in this report because at this stage the
directors believe it would be likely to result in unreasonable prejudice
to the Group.
Benitec Biopharma Limited is listed on the Australian Securities
Exchange (ASX) and is subject to the continuous disclosure
requirements of the ASX Listing Rules which require timely disclosure
of information which may affect security values or influence
investment decisions, and information in which security holders,
investors and ASX have a legitimate interest
Benitec Biopharma Ltd Annual Report 2013 Page 11
The performance of executives is measured against criteria agreed
annually with each executive and is based predominantly on the overall
success of the Company in achieving its broader corporate goals.
Bonuses and incentives are linked to predetermined performance
criteria. The Board may, however, exercise its discretion in relation
to approving incentives, bonuses, and options, and can recommend
changes to the CEO’s recommendations. The policy is designed
to attract the highest calibre of executives and reward them for
performance that results in long-term growth in shareholder wealth.
Executives are entitled to participate in the Employee Share
Option Plan.
Australian executives or directors receive a superannuation guarantee
contribution required by the government, which is currently 9%, and do
not receive any other retirement benefits.
All remuneration paid to directors and executives is valued at the cost
to the Company and expensed. Options are valued using the Black-
Scholes methodology.
The Board policy is to remunerate non-executive directors at
market rates for comparable companies for time, commitment, and
responsibilities. The Board as a whole determines payments to the
non-executive directors and reviews their remuneration annually,
based on market practice, duties, and accountability. The maximum
aggregate amount of fees that can be paid to non-executive directors
is subject to approval by shareholders at the Annual General Meeting.
Fees for non-executive directors are not linked to the performance
of the consolidated entity. However, to align directors’ interests with
shareholder interests, the directors are encouraged to hold shares in
the Company.
Performance Based Remuneration
Each executive’s remuneration package has a performance-based
component. The intention of this approach is to facilitate goal
congruence between executives with the business and shareholders.
Generally, the executive’s performance based remuneration is tied
to the Company’s successful achievement of certain key milestones
relating to its operating activities, as well as the Company’s overall
financial position.
Company Performance, Shareholder Wealth, and Directors’ and
Executives’ Remuneration
The remuneration policy has been tailored to increase goal congruence
between shareholders, directors, and executives. Two methods are
applied in achieving this aim, the first being a performance based bonus
based on achievement of key corporate milestones, and the second
being the issue of options to the majority of directors and executives to
encourage the alignment of personal and shareholder interests.
Directors’ Report
Environmental regulation
The Group’s operations are not subject to any significant environmental
regulations under either Commonwealth or State legislation.
Meetings of Directors
The number of meetings of the Directors held during the year and the
number of meetings attended by each director was as follows:
Board of Directors Risk & Audit Committee
Attended
Attended
Held
Held
Peter Francis
Mel Bridges
John Chiplin
Iain Ross
Kevin Buchi
17
17
15
14
3
17
17
17
17
4
2
2
-
-
-
2
2
-
-
-
Committee membership
Due to the small number of Directors, it was determined that the
Board would undertake all of the duties of a properly constituted
Remuneration and Nomination Committee.
The Audit and Risk Committee is chaired by Dr Bridges and met twice
during the financial year.
Remuneration report
This report details the nature and amount of remuneration for each
director of the Company, and for all key management personnel.
The information provided in the Remuneration Report has been audited
as required by s308 (3c) of the Corporations Act 2001.
Remuneration Philosophy
The remuneration policy of the Company is to align director and
executive objectives with shareholder and business objectives by
providing a fixed remuneration component and offering long-term
incentives based on key performance areas. The Board believes the
remuneration policy to be appropriate and effective in its ability to
attract and retain the best executives and directors to run and manage
the consolidated entity, as well as create goal congruence between
directors, executives, and shareholders.
The Board is responsible for determining the appropriate remuneration
package for the CEO, and the CEO is in turn responsible for determining
the appropriate remuneration packages for senior management.
All executives are eligible to receive a base salary (which is based
on factors such as experience and comparable industry information),
fringe benefits, options, and performance incentives. The Board
reviews the CEO’s remuneration package, and the CEO reviews the
other senior executives’ remuneration packages, annually by reference
to the consolidated entity’s performance, executive performance, and
comparable information within the industry.
Page 12 Benitec Biopharma Ltd Annual Report 2013
Directors’ Report
Details of Remuneration for Year Ended 30 June 2013
Table 1. Non-Executive Director Remuneration for the year ended 30 June 2013
Short Term
Post Employment
Equity
Total
Salary & Fees
Cash
Bonus
Non
Monetary
Benefits
Super-
annuation
Termination
Benefits
Options
Peter Francis
Mel Bridges
John Chiplin
Iain Ross
Kevin Buchi
2013
2012
2013
2012
2013
2012
2013
2012
2013
$
113,328
85,000
55,000
55,000
50,000
50,000
50,000
50,000
10,972
$
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
$
$
137,728
359,406
34,444
105,026
34,444
82,666
34,444
82,666
-
251,056
444,406
89,444
160,026
84,444
132,666
84,444
132,666
10,972
There was no performance related remuneration payable to non-executive directors during the year.
Table 2. Remuneration of key management personnel for the year ended 30 June 2013
Short Term
Post Employment
Equity
Total
Salary &
Fees
Cash
Bonus
Non
Monetary
Benefits
Super-
annuation
Termination
Benefits
Options
$
249,800
249,800
240,000
-
185,000
84,792
135,662
-
162,333
152,333
$
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
$
15,775
15,199
15,775
-
15,775
7,266
-
-
14,610
13,710
$
-
-
-
-
-
-
-
-
-
-
$
$
104,167
304,125
54,166
-
52,083
125,000
38,710
-
2,790
7,425
369,742
569,124
309,941
-
252,858
217,058
174,372
-
179,733
173,468
Peter French
Carl Stubbings
2013
2012
2013
2012
Michael Graham 2013
2012
2013
2012
2013
2012
David Suhy
Greg West
% of
remuneration
consisting of
options
54.9%
80.9%
38.5%
65.6%
40.8%
62.3%
40.8%
62.3%
0%
% of
remuneration
consisting of
options
28.2%
53.4%
17.5%
-
20.6%
57.6%
22.2%
-
1.6%
4.3%
Benitec Biopharma Ltd Annual Report 2013 Page 13
Directors’ Report
Peter French
Carl Stubbings
Michael Graham
David Suhy
Greg West
Fixed
remuneration
At risk -
STI
At risk -
Options
71.8%
82.5%
79.4%
77.8%
98.4%
-
-
-
-
-
28.2%
17.5%
20.6%
22.2%
1.6%
Consequences of performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following indices in respect of the
current financial year and the previous five financial years:
Loss per share
(cents per share)
2013
(0.33)
Dividends (cents per share)
-
Net loss ($ 000’s)
(3,488)
Share price (cents per share)
1.5
2012
2011
2010
2009
(0.43)
-
(4,113)
1.7
(0.68)
-
(3,535)
2.8
(1.21)
-
(4,641)
2.6
(0.80)
-
(2,471)
2.3
Options Issued as Part of Remuneration for the Year Ended 30 June 2013
Options can be issued to executives as part of their remuneration. The options are not issued based on performance criteria, but are issued to the
executives of the Company to increase goal congruence with Company objectives. During the year ended 30 June 2013, 20,000,000 options (2012:
48,000,000) were granted to Dr David Suhy and Carl Stubbings under the terms of their employment agreements. There were no options issued to
directors as part of their remuneration.
Number of Options held by Key Management Personnel
Balance
1 July 11
Granted as
Remuneration
Options
Acquired
Options Exercised/ Balance at
30 June 12
Lapsed/Other
Total Vested Exercisable
at 30 June 12 at 30 June 12
Total
Specified Non-Executive Directors
Peter Francis
Mel Bridges
John Chiplin
Iain Ross
Kevin Buchi
Sub-total
44,000,000
12,998,333
10,264,063
10,187,500
-
77,449,896
Specified Executives
Peter French
40,000,000
-
-
-
-
-
-
-
-
-
-
-
6,153,847
2,000,000
1,333,333
-
-
-
42,000,000
28,166,666
28,166,666
11,665,000
8,166,666
10,264,063
6,666,666
10,187,500
6,666,666
8,166,666
6,666,666
6,666,666
6,153,847
-
-
6,153,847
3,333,333
80,270,410
49,666,664
49,666,664
1,230,769
5,000,000
36,230,769
25,000,000
25,000,000
Carl Stubbings
-
10,000,000
307,692
Michael Graham
15,000,000
-
-
10,000,000
3,000,000
-
-
-
-
-
-
-
-
10,307,692
-
-
15,000,000
10,000,000
10,000,000
10,000,000
-
-
3,000,000
1,000,000
1,000,000
58,000,000
20,000,000
1,538,461
5,000,000
74,538,461
36,000,000
36,000,000
David Suhy
Greg West
Sub-total
Total
* Refers to securities purchased during the financial year not as part of remuneration.
Page 14 Benitec Biopharma Ltd Annual Report 2013
Directors’ Report
Payments to Related Parties of Directors
Legal services at normal commercial rates totalling $103,492 (2012:
$166,912) were provided by Francis Abourizk Lightowlers, a law firm in
which Mr Peter Francis is a partner and has a beneficial interest.
Consultancy fees were paid for executive duties totalling $40,000
(2012: $40,000) provided by NewStar Ventures Ltd, a corporation in
which Dr John Chiplin is a director and has a beneficial interest.
Consultancy fees were paid in 2012 for executive duties provided by
Gladstone Consultancy Partnership, an entity in which Mr Iain Ross is
a partner and has a beneficial interest (2013:$nil; 2012: $19,000).
Employment Contracts
The employment conditions of Dr Peter French, the Managing Director
and Chief Executive Officer, are formalised in a contract of employment
prepared on his appointment as Chief Executive Officer and dated
4 June 2010. Dr French’s appointment with the Company may be
terminated with the Company giving six months’ notice or by Dr French
giving six months’ notice. The Company may elect to pay Dr French an
equal amount to that proportion of his salary equivalent to six months’
pay in lieu of notice, together with any outstanding entitlements due to
him. The Company may, at any time, by notice in writing terminate Dr
French’s contract immediately in the event of serious misconduct.
The employment conditions of Carl Stubbings, the Chief Business
Officer, are formalised in a contract of employment dated 28 May 2012.
Mr Stubbings’ appointment with the Company may be terminated
with the Company giving three months’ notice or by Mr Stubbings
giving three months’ notice. The Company may elect to pay Mr
Stubbings an equal amount to that proportion of his salary equivalent
to three month’s pay in lieu of notice, together with any outstanding
entitlements due to him. The Company may, at any time, by notice
in writing terminate the contract immediately in the event of serious
misconduct.
The employment conditions of Dr Michael Graham, the Chief
Scientific Officer, are formalised in a contract of employment dated 1
January 2012. Dr Grahams’ appointment with the Company may be
terminated with the Company giving three months’ notice or by Dr
Graham giving three months’ notice. The Company may elect to pay
Dr Graham an equal amount to that proportion of his salary equivalent
to three month’s pay in lieu of notice, together with any outstanding
entitlements due to him. The Company may, at any time, by notice
in writing terminate the contract immediately in the event of serious
misconduct.
The employment conditions of Dr David Suhy, Senior Vice President,
Research and Development, are formalised in a contract of
employment dated 28 August 2012. Dr Suhys’ appointment with the
Company may be terminated with the Company effectively giving three
months’. The Company may elect to pay Dr Suhy an equal amount to
that proportion of his salary equivalent to three month’s pay in lieu of
notice, together with any outstanding entitlements due to him. The
Company may, at any time, by notice in writing terminate the contract
immediately in the event of serious misconduct.
The employment conditions of Mr Greg West, the Company Secretary,
are formalised in a contract of employment dated 23 August 2011. Mr
West’s appointment with the Company may be terminated with the
Company giving two months’ notice or by Mr West giving two months’
notice. The Company may elect to pay Mr West an equal amount to
that proportion of his salary equivalent to two month’s pay in lieu of
notice, together with any outstanding entitlements due to him. The
Company may, at any time, by notice in writing terminate the contract
immediately in the event of serious misconduct.
Indemnification and insurance of Directors and Officers
The Company has entered into Deeds of Indemnity with the Directors,
the Chief Executive Officer and the Company Secretary, indemnifying
them against certain liabilities and costs to the extent permitted by law.
The Company has also agreed to pay a premium in respect of a
contract insuring the Directors and Officers of the Company. Full details
of the cover and premium are not disclosed as the insurance policy
prohibits the disclosure.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate
behaviour and accountability, the Directors of Benitec Biopharma
Limited observe the ASX principles of corporate governance. The
Company’s corporate governance statement is included on page 17 of
this annual report.
AUDITOR INDEPENDENCE
The Directors received the declaration included on page 16 of this
annual report from the auditor of Benitec Biopharma Limited.
The directors are satisfied that the provision of non-audit services
during the year is compatible with the general standard of
independence for auditors imposed by the Corporations Act. The
Directors and management assess the provision of non-audit services
before engagement to be satisfied that the auditor did not compromise
the auditor independence requirements of the Corporations Act.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on
behalf of the Company or intervene in any proceedings to which the
Company is a party for the purpose of taking responsibility on behalf of
the Company for all or any part of those proceedings.
NON-AUDIT SERVICES
Non-audit services provided by external auditors during the year ended
30 June 2013 relate to taxation advice for which fees of $43,230
(2012: $38,909) were paid.
This report has been made in accordance with a resolution of the
Directors.
Peter Francis
Chairman
Sydney
30 August 2013
Benitec Biopharma Ltd Annual Report 2013 Page 15
Auditor’s Independence Declaration
Page 16 Benitec Biopharma Ltd Annual Report 2013
Corporate Governance Statement
The Board of Directors is responsible for establishing the corporate
governance framework of the Group. The Board guides and monitors
the business and affairs of Benitec on behalf of its shareholders by
whom they are elected and to whom they are accountable.
The Company’s corporate governance reflects the ASX Corporate
Governance Council’s principles and recommendations. The following
commentary summarises the Company’s compliance with the ASX
Corporate Governance Council’s recommendations.
PRINCIPLE 1
Lay solid foundations for management and oversight
The Board has adopted a formal charter that sets out their
responsibilities. This charter is posted on the Company’s website
www.benitec.com. The Board sets objectives, goals and strategic
direction along with a policy framework which management then
works within to manage day-to-day business. The Board monitors
this on a regular basis. There is clear segregation between the Board
and management. Any functions not reserved for the Board and not
expressly reserved for members by the Corporations Act and ASX
Listing Rules are reserved for senior executives.
Senior executives are subject to a formal performance review process
on an annual basis. The focus of the performance review is to set
specific objectives, and monitor performance against them for each
executive, that are aligned with the Company’s business objectives.
An annual review of the performance of each senior executive was
conducted in accordance with this process during the year.
PRINCIPLE 2
Structure the Board to add value
Details on the Board members and their qualifications are included in
the Directors’ Report. The Board has a policy of maintaining a majority
of independent directors. The current Board composition is four
independent Non-Executive Directors (NEDs). The Board has resolved
that a majority of the members of each Board committee should be
NEDs. The Board has approved that, where necessary, NEDs should
meet during the year in absence of management at such times as they
determine necessary.
Directors 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. The Board assesses director independence
on an annual basis, or more often if it feels it is warranted, depending
on disclosures made by individual Directors. In the context of director
independence, to be considered independent a NED may not have a
direct or indirect material relationship with the Company. The Board
has determined that a material relationship is one which has, or has
the potential to, impair or inhibit a Director’s exercise of judgement on
behalf of the Company and its shareholders.
The Board has concluded that all NEDs are independent. In reaching
this conclusion, the Board considered that:
• Mr Francis, the Non-Executive Chairman, is a principal of Francis
Abourizk Lightowlers, a material professional adviser to the
Company. Notwithstanding this association, the Board is satisfied
that it will not interfere with the independent exercise of his
judgment.
• Dr Bridges, Dr Chiplin, Mr Ross and Mr Buchi do not have any
previous association with the Company or any other relationships
that are relevant to their independence.
The Board continually assesses its membership and makes
appointments to complement and enhance the existing skill base
of the Board. The Board has established a Remuneration and
Nominations Committee comprising of all non-executive directors.
Formal letters of appointment are used for all new NEDs.
The Company’s Constitution provides that:
•
the maximum number of Directors shall be ten unless amended by
a resolution at a General Meeting of Shareholders;
• one third of the Directors (excluding the Managing Director and
rounded down) must retire from office at the Annual General
Meeting (AGM) each year; such retiring Directors are eligible for
re-election;
• Directors appointed to fill casual vacancies must submit to
•
election at the next general meeting; and
the number of Directors necessary to constitute a quorum is not
less than two Directors currently in office.
The duties of a nomination committee have been assumed by the
Board due to the size and scale of the Company.
The Board carries out a Board performance assessment on an annual
basis. In the last review, the Board undertook a detailed review of its
performance and that of its committees and individual Directors. This
involved a self-assessment process which required the completion and
evaluation of detailed questionnaires on business and management
matters. The results of this review were independently collated and
analysed by the Board. Following recent changes to the Board, the next
review is expected to take place during the year ended 30 June 2014.
PRINCIPLE 3
Promote ethical and responsible decision-making
The Board and management ensure that the business processes of
Benitec are conducted according to sound ethical principles. The Board
has established a formal Code of Conduct in this regard. This code is
posted on the Company’s website.
All Directors and employees of the Company are expected to act with
the utmost integrity and objectivity, striving at all times to enhance the
reputation and performance of the Company.
All Directors and employees of the Company are made aware of their
obligations under the Corporations Act 2001 with regard to trading in
the securities of the Company. In addition, the Company has adopted a
Share Trading Policy, which is reviewed and updated on a regular basis
as required. This policy is posted on the Company’s website.
Benitec Biopharma Ltd Annual Report 2013 Page 17
Corporate Governance Statement
Board members who have or may have a conflict of interest in any
activity of the Company or with regard to any decision before the
Board, notify the Board of such and a decision is made as to whether
the Board member concerned is to be excluded from making decisions
that relates to the particular matter. The Company’s constitution allows
a Director to enter into any contract with the Company other than that
of auditor for the Company, subject to the law.
The Board has determined that Directors are able to seek independent
professional advice for Company related matters at the Company’s
expense, subject to the instruction and estimated cost being approved
by the Chairman in advance as being necessary and reasonable.
Diversity Policy
Diversity includes, but is not limited to, gender, age, ethnicity and
cultural background. The company is committed to diversity and
recognises the benefits arising from employee and board diversity and
the importance of benefiting from all available talent. A copy of the
company’s diversity policy is available on the Benitec website.
The diversity policy outlines the requirements for the Board to develop
measurable objectives for achieving diversity, and annually assess
both the objectives and the progress in achieving those objectives.
Accordingly, the Board has developed the following objectives
regarding gender diversity and aims to achieve these objectives over
the next few years as director and senior executive positions become
vacant and appropriately qualified candidates become available:
2013
2014
2015
Women on the Board
Women in senior management roles
Women employees in the company
-
2
2
-
3
4
-
3
4
PRINCIPLE 4
Safeguard integrity in financial reporting
The Board has established a Risk and Audit Committee which meets
at least twice through the year.. Dr Mel Bridges has been appointed
to chair the Committee and Mr Peter Francis is the other independent
directors on the Committee.
The members of the Committee have significant financial, business
and legal backgrounds, expertise and qualifications, full particulars of
which are contained in this annual report, as are details of meetings of
this Committee.
The Committee is responsible for the appointment of the Company’s
auditors and has a formal charter, which is posted on the Company’s
website. The charter is reviewed annually to ensure that it is in line
with emerging market practices which are in the best interests of
shareholders.
Page 18 Benitec Biopharma Ltd Annual Report 2013
The main objective of the Committee is to assist the Board in
reviewing any matters of significance affecting financial reporting and
compliance of the consolidated entity including:
• exercising oversight of the accuracy and completeness of the
financial statements;
• making informed decisions regarding accounting and compliance
•
policies, practices, and disclosures;
reviewing the scope and results of operational risk reviews,
compliance reviews, and external audits; and
• assessing the adequacy of the consolidated entity’s internal
control framework including accounting, compliance, and
operational risk management controls based on information
provided or obtained.
“Compliance” refers to compliance with laws and regulations, internal
compliance guidelines, policies and procedures, and other prescribed
internal standards of behaviour.
All other directors and the Chief Financial Officer are invited to attend
Committee meetings. When the auditors are present at meetings, the
Committee asks all executives to leave the meeting so that there can
be open and frank communication between the Committee and
the auditor.
The Committee has the power to conduct or authorise investigations
into, or consult independent experts on, any matters within the
Committee’s scope of responsibility.
The Committee also considers the independence of the auditor. The
Company requires that the audit partner be rotated every five years
and, on an annual basis, the auditor provides a certificate to the
Committee confirming their independence.
The Chief Executive Officer and Chief Financial Officer have certified
to the committee that the Group’s financial reports present a true and
fair view, in all material respects, of the Group’s financial condition
and operational results and are in accordance with relevant accounting
standards.
PRINCIPLE 5
Make timely and balanced disclosure
The Board is committed to inform its shareholders and the market
of any major events that influence the Company in a timely and
conscientious manner. The Board is responsible for ensuring that
the Company complies with the continuous disclosure requirements
as set out in ASX Listing Rule 3.1 and the Corporations Act 2001.
The Company’s Communication Protocols have been posted on the
Company’s website.
Any market sensitive information is discussed by the Board before it is
approved to be released to the market.
The Company’s procedure is to lodge the information with the ASX and
make it available on the Company’s website shortly thereafter.
All executives of the Company have been made aware of the
Company’s obligations with regard to the continuous disclosure regime.
Corporate Governance Statement
PRINCIPLE 6
Respect the rights of shareholders
PRINCIPLE 8
Remunerate fairly and responsibly
The Remuneration and Nomination Committee assists the Board in
ensuring that the Company’s remuneration levels are appropriate
in the markets in which it operates and are applied, and seen to be
applied, fairly. The Board has assumed all of the responsibilities of the
Committee at this time due to the size and scale of the Company at
this time.
The Company’s remuneration policy is described in the Remuneration
Report contained within the Directors’ Report.
Business of the Committee has been dealt with as part of the
regular Board meetings as needed. The Board has access to senior
management of the Company and may consult independent experts
where the Board considers it necessary to carry out the duties of the
Committee.
Currently the Company pays directors’ fees to the NEDs. As stated
in the Directors’ Report, businesses associated with directors may
receive fees for professional services provided to the Company in
addition to their duties as a NED.
The Board ensures that its shareholders are fully informed of matters
likely to be of interest to them. The Company provides all obligatory
information such as annual reports, half yearly reports and other ASX
required reports in accordance with the law and regulations.
Notices of shareholders meetings, annual and extraordinary, are
distributed in a timely manner and are accompanied by all information
that the Company has obtained.
The Company is always available to be contacted by shareholders
for any query that the shareholders may have. The queries can be
submitted by telephone, email or fax to the Company’s office.
The chairman encourages questions and comments at the AGM
ensuring that shareholders have a chance to obtain direct response
from the CEO and other appropriate Board members. The Company
requests that the auditors attend the AGM and are available to answer
any questions with regard to the conduct of the audit and their report.
PRINCIPLE 7
Recognise and manage risk
The Directors continually monitor areas of significant business
risk, recognising that there are inherent risks associated with the
management, funding and commercialisation of biotechnology
projects.
The Board has delegated the responsibility for the establishment and
maintenance of a framework for risk oversight and the management of
risk for the Group to the Risk and Audit Committee.
The Committee’s role is to provide a direct link between the Board and
the external function of the Company. This includes:
• Monitoring corporate risk assessment and the internal controls
instituted;
• Monitoring the establishment of an appropriate internal control
framework, including information systems, and considering
enhancements;
• Reviewing reports on any defalcations, frauds and thefts from the
Company and action taken by managements;
• Reviewing policies to avoided conflicts of interest between the
Company and members of management; and
• Considering the security of computer systems and applications,
and the contingency plans for processing financial information in
the event of a systems breakdown.
The Chief Executive Officer and Chief Financial Officer have made
representations to the Committee on the system of risk management
and internal compliance and control which implements the policies
adopted by the Board. The Chief Executive Officer and Chief Financial
Officer have also represented that, to the best of their knowledge,
the Company’s risk management and internal compliance and control
system is operating efficiently and effectively in all material respects.
Benitec Biopharma Ltd Annual Report 2013 Page 19
Financial Statement and Notes to the Financial Statements
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the Year Ended 30 June 2013
Continuing Operations
Revenue
Other income
Royalties & licence fees
Research and development
Employment related
Share based expense
Impairment costs
Travel related costs
Consultants costs
Occupancy costs
Finance costs
Corporate expenses
Foreign exchange translation
Note
2
2
2013
$
639,849
824,333
1,464,182
(30,000)
(1,280,012)
(1,832,065)
(518,749)
(1,503,296)
(345,826)
(336,570)
(100,153)
(2,308)
(529,378)
1,526,215
(4,952,142)
2012
$
491,281
11,753
503,034
(117,339)
(1,309,171)
(1,033,855)
(1,093,122)
-
(209,013)
(275,170)
(71,253)
(10,470)
(504,931)
8,672
(4,615,651)
Loss before income tax
(3,487,960)
(4,112,617)
Income tax expense/(benefit)
4
-
-
Loss for the year attributable to members of the parent entity
Other Comprehensive Income
Items that may be reclassified subsequently to profit and loss
Other Comprehensive Income for the year, Foreign exchange translation, net of tax
Total Comprehensive Income for the year
Total Comprehensive Income attributable to members of the parent entity
(3,487,960)
(4,112,617)
-
(1,313,792)
(4,801,752)
(4,801,752)
-
-
(4,112,617)
(4,112,617)
Earnings per share (cents per share)
Basic and diluted for loss for the year attributable
to ordinary equity holders of the parent entity
6
(0.3)
(0.4)
This statement should be read in conjunction with the notes to the financial statements.
Page 20 Benitec Biopharma Ltd Annual Report 2013
Financial Statement and Notes to the Financial Statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2013
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
Note
8
9
10
12
13
14
15
16
2013
$
1,587,299
105,073
30,218
2012
$
3,075,880
127,466
17,056
1,722,590
3,220,403
28,120
28,120
30,803
30,803
1,750,710
3,251,206
1,011,733
98,637
1,110,370
533,170
55,122
588,292
-
-
1,110,370
588,292
640,340
2,662,914
89,609,248
277,910
(89,246,818)
87,348,819
1,394,142
(86,080,047)
640,340
2,662,914
This statement should be read in conjunction with the notes to the financial statements
Benitec Biopharma Ltd Annual Report 2013 Page 21
Financial Statement and Notes to the Financial Statements
Note
8
24
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Research and development grants
Interest received
Payments to suppliers and employees
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Business acquisition
Purchase of property, plant and equipment
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issue of shares
La Jolla Cove settlement
Net cash provided /(used in) by financing activities
Net decrease in cash held
Exchange differences on cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
8
This statement should be read in conjunction with the notes to the financial statements
2013
$
566,754
824,333
133,011
(4,256,694)
(2,732,596)
143,603
(9,889)
133,714
1,086,844
-
1,086,844
(1,512,038)
23,457
3,075,880
1,587,299
2012
$
329,153
-
163,701
(3,651,431)
(3,322,278)
-
(17,836)
145,865
199,030
(602,857)
(403,827)
(3,580,240)
2,023
6,654,097
3,075,880
Page 22 Benitec Biopharma Ltd Annual Report 2013
Financial Statement and Notes to the Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2013
Convertible Share-based
Contributed Note Equity
Reserve
Equity
$
Payments Accumulated
Losses
$
Reserve
$
Total
$
Balance at 1 July 2011
86,821,961
48,797
2,761,802
Loss for the year
Other comprehensive income for year
Total comprehensive income for year
Equity component of convertible note
Transfer to Contributed Equity upon partial
conversion of convertible note
Share Based Payments
Share issues, net of transaction costs
Transactions with owners
Balance 30 June 2012
Loss for the year
Other comprehensive income for year
Total comprehensive income for year
Share issue to Tacere on business acquisition
Transfer to Accumulated Losses the Share Based
Payments Reserve no longer required
Share Based Payments
Share issues, net of transaction costs
Transactions with owners
Balance 30 June 2013
-
-
-
-
74,655
-
452,203
526,858
87,348,819
-
-
-
1,173,585
-
-
1,086,844
2,260,429
89,609,248
-
-
-
25,858
(74,655)
-
-
-
-
-
-
(2,460,782)
1,093,122
-
(48,797)
(1,367,660)
1,394,142
-
-
-
-
(321,189)
518,749
-
197,560
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(84,428,212)
5,204,348
(4,112,617)
-
(4,112,617)
-
(4,112,617)
(4,112,617)
-
-
-
-
25,858
-
1,093,122
452,203
2,460,782
1,571,183
(86,080,047)
2,662,914
-
(1,313,792)
(3,487,960)
-
(3,487,960)
(1,313,792)
(1,313,792)
(3,487,960)
(4,801,752)
-
-
-
-
-
-
1,173,585
321,189
-
-
-
518,749
1,086,844
321,189
2,921,864
1,591,702
(1,313,792)
(89,246,818)
640,340
This statement should be read in conjunction with the notes to the financial statements.
Benitec Biopharma Ltd Annual Report 2013 Page 23
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 1: SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(a) Basis of Preparation
The financial report covers Benitec Biopharma Limited and its
controlled entities as a consolidated entity (“Group”). Benitec
Biopharma Limited is a listed public company, incorporated and
domiciled in Australia.
The consolidated general purpose financial statements of the Group
have been prepared in accordance with the requirements of the
Corporations Act 2001, Australian Accounting Standards and other
authoritative pronouncements of the Australian Accounting Standards
Board. Compliance with Australian Accounting Standards results in full
compliance with the International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB).
Benitec Biopharma Limited is a for-profit entity for the purpose of
preparing financial statements.
The consolidated financial statements for the year ended 30 June 2013
(including comparatives) were approved and authorised for issue by
the board of directors on 30 August 2013.
The consolidated financial statements have been prepared using the
measurement bases specified by Australian Accounting Standards for
each type of asset, liability, income and expense. The measurement
bases are more fully described in the accounting policies below.
(b) Principles of Consolidation
A controlled entity is any entity controlled by Benitec Biopharma
Limited whereby Benitec Biopharma Limited has the power to control
the financial and operating policies of an entity so as to obtain benefits
from its activities.
All inter-company balances and transactions between entities in the
consolidated entity, including any unrealised profits or losses, have
been eliminated on consolidation. Accounting policies of controlled
entities have been changed where necessary to ensure consistencies
with those policies applied by the parent entity.
Where controlled entities have entered or left the consolidated entity
during the year, their operating results have been included/excluded
from the date control was obtained or until the date control ceased.
A list of controlled entities is contained in note 11 to the financial
statements. All controlled entities have a June financial year-end
except for Benitec Ltd (UK) which has a December year-end.
(c) Adoption of new and revised accounting standards
A number of new standards, amendments to standards and
interpretations are effective for annual periods beginning after
1 July 2011, and have not been applied in preparing these
consolidated financial statements. None of these are expected to have
a significant effect on the consolidated financial statements of the
consolidated entity.
AASB 2011-9 Amendments to Australian Accounting Standards
Presentation of Items of Other Comprehensive Income (AASB
101 Amendments)
The AASB 101 Amendments require an entity to group items presented
in other comprehensive income into those that, in accordance with
other IFRSs: (a) will not be reclassified subsequently to profit or loss
and (b) will be reclassified subsequently to profit or loss when specific
conditions are met. It is applicable for annual periods beginning on or
after 1 July 2012. The Group’s management expects this will change
the current presentation of items in other comprehensive income;
however, it will not affect the measurement or recognition of
such items.
Standards, amendments and interpretations to existing
standards that are not yet effective and have not been adopted
early by the Group
At the date of authorisation of these financial statements, certain
new standards, amendments and interpretations to existing standards
have been published but are not yet effective, and have not been
adopted early by the Group. Management anticipates that all of the
relevant pronouncements will be adopted in the Group’s accounting
policies for the first period beginning after the effective date of
the pronouncement. Information on new standards, amendments
and interpretations that are expected to be relevant to the Group’s
financial statements is provided below. Certain other new standards
and interpretations have been issued but are not expected to have a
material impact on the Group’s financial statements.
AASB 9 Financial Instruments (effective from
1 January 2015)
The AASB aims to replace AASB 139 Financial Instruments:
Recognition and Measurement in its entirety. The replacement
standard (AASB 9) is being issued in phases. To date, the chapters
dealing with recognition, classification, measurement and
derecognition of financial assets and liabilities have been issued.
These chapters are effective for annual periods beginning 1 January
2015. Further chapters dealing with impairment methodology and
hedge accounting are still being developed.
Management have yet to assess the impact that this amendment
is likely to have on the financial statements of the Group. However,
they do not expect to implement the amendments until all chapters of
AASB 9 have been published and they can comprehensively assess the
impact of all changes.
Consolidation Standards
A package of consolidation standards are effective for annual
periods beginning or after 1 January 2013. Information on these new
standards is presented below. The Group’s management have yet to
assess the impact of these new and revised standards on the Group’s
consolidated financial statements.
Page 24 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
AASB 10 Consolidated Financial Statements (AASB 10)
AASB 10 supersedes the consolidation requirements in AASB 127
Consolidated and Separate Financial Statements (AASB 127) and
Interpretation 112 Consolidation – Special Purpose Entities. It revised
the definition of control together with accompanying guidance to
identify an interest in a subsidiary. However, the requirements and
mechanics of consolidation and the accounting for any non-controlling
interests and changes in control remain the same.
AASB 11 Joint Arrangements (AASB 11)
AASB 11 supersedes AASB 131 Interests in Joint Ventures (AASB
131). It aligns more closely the accounting by the investors with their
rights and obligations relating to the joint arrangement. It introduces
two accounting categories (joint operations and joint ventures)
whose applicability is determined based on the substance of the joint
arrangement. In addition, AASB 131’s option of using proportionate
consolidation for joint ventures has been eliminated. AASB 11 now
requires the use of the equity accounting method for joint ventures,
which is currently used for investments in associates.
AASB 12 Disclosure of Interests in Other Entities (AASB 12)
AASB 12 integrates and makes consistent the disclosure requirements
for various types of investments, including unconsolidated structured
entities. It introduces new disclosure requirements about the risks
to which an entity is exposed from its involvement with structured
entities.
Consequential amendments to AASB 127 Separate Financial
Statements (AASB 127) and AASB 128 Investments in
Associates and Joint Ventures (AASB 128)
AASB 127 Consolidated and Separate Financial Statements was
amended to AASB 127 Separate Financial Statements which now
deals only with separate financial statements. AASB 128 brings
investments in joint ventures into its scope. However, AASB 128’s
equity accounting methodology remains unchanged.
AASB 13 Fair Value Measurement (AASB 13)
AASB 13 does not affect which items are required to be fair-valued, but
clarifies the definition of fair value and provides related guidance and
enhanced disclosures about fair value measurements. It is applicable
for annual periods beginning on or after 1 January 2013. The Group’s
management have yet to assess the impact of this new standard.
AASB 2011-4 Amendments to Australian Accounting Standards
to Remove Individual Key Management Personnel Disclosure
Requirements (AASB 124 Amendments)
AASB 2011-4 makes amendments to AASB 124 Related Party
Disclosures to remove individual key management personnel disclosure
requirements, to achieve consistency with the international equivalent
(which includes requirements to disclose aggregate (rather than
individual) amounts of KMP compensation), and remove duplication
with the Corporations Act 2011. The amendments are applicable
for annual periods beginning on or after 1 July 2013. The Group’s
management have yet to assess the impact of these amendments.
(d) Revenue
Revenue from the granting of licenses is recognised in accordance
with the terms of the relevant agreements and is usually recognised
on an accruals basis, unless the substance of the agreement provides
evidence that it is more appropriate to recognise revenue on some
other systematic rational basis. Interest revenue is recognised on a
proportional basis taking into account the interest rates applicable
to the financial assets. Revenue from the rendering of a service is
recognised upon the delivery of the service to the customers. All
revenue is stated net of the amount of goods and services tax (GST).
Government grants are recognised at fair value where there is
reasonable assurance that the grant will be received and all
grant conditions will be met. Grants relating to expense items are
recognised as income over the periods necessary to match the grant
costs they are compensating. Grants relating to assets are credited
to deferred income at fair value and are credited to income over the
expected useful life of the asset on a straight line basis.
Research and Development Grant revenue is recognised as income
when it is received.
(e) Income Tax
The charge for current income tax expense is based on the loss for
the year adjusted for any non-assessable or disallowed items. It is
calculated using tax rates that have been enacted or are substantially
enacted by reporting date.
Deferred tax is accounted for using the liability method in respect of
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. No
deferred income tax will be recognised from the initial recognition of
an asset or liability, excluding a business combination, where there is
no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realised or liability is settled.
Deferred tax is credited in the statement of comprehensive income
except where it relates to items that may be credited directly to
equity, in which case the deferred tax is adjusted directly against
equity. Deferred income tax assets are recognised to the extent that
it is probable that future tax profits will be available against which
deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised
in the future is based on the assumption that no adverse change will
occur in income taxation legislation and the anticipation that the
consolidated entity will derive sufficient future assessable income to
enable the benefit to be realised and comply with the conditions of
deductibility imposed by the law.
Benitec Biopharma Limited and its wholly-owned Australian
subsidiary has formed an income tax consolidated group under the
Tax Consolidation Regime. Benitec Biopharma Limited is responsible
for recognising the current and deferred tax assets and liabilities
for the tax consolidated group. The Group notified the ATO on 12
February 2004 that it had formed an income tax consolidated group to
apply from 1 July 2002. No tax sharing agreement has been entered
between entities in the tax consolidated group.
Benitec Biopharma Ltd Annual Report 2013 Page 25
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
(f) Critical Accounting Estimates and Judgments
(i) Trade and Other Receivables
The Directors evaluate estimates and judgments incorporated into
the financial report based on historical knowledge and best available
current information. Estimates assume a reasonable expectation of
future events and are based on current trends and economic data,
obtained both externally and within the Group.
Trade receivables, which generally have 30 day terms, are recognised
and carried at original invoice amount less an allowance for any
uncollectible amounts. An estimate for doubtful debts is made when
collection of the full amount is no longer probable. Bad debts are
written off when identified.
Key estimates – share-based payments transactions
The Group measures the cost of equity-settled transactions with
employees by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined using
a Black-Scholes model, using the assumptions detailed in note 21.
Key judgements – tax losses
Given the company’s and each individual entities’ history of recent
losses, the Group has not recognised a deferred tax asset with
regard to unused tax losses and other temporary differences, as it
has not been determined whether the company or its subsidiaries
will generate sufficient taxable income against which the unused tax
losses and other temporary differences can be utilised.
Key judgements – compound financial instruments
The Group measures the fair value of the liability component using the
prevailing market interest rate for similar convertible instruments.
(g) Impairment of Non-Financial Assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication exists,
or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of its fair value less costs to sell and
its value in use and is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of
those from other assets or groups of assets and the asset’s value in
use cannot be estimated to be close to its fair value. In such cases
the asset is tested for impairment as part of the cash generating
unit to which it belongs. When the carrying amount of an asset or
cash-generating unit exceeds its recoverable amount, the asset or
cash-generating unit is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and
the risks specific to the asset. Impairment losses relating to continuing
operations are recognised in those expense categories consistent
with the function of the impaired asset unless the asset is carried at
revalued amount (in which case the impairment loss is treated as a
revaluation decrease).
(h) Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held
at call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank overdrafts. Bank
overdrafts are shown within short term borrowings in current liabilities
on the statement of financial position.
(j) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair
value less, where applicable, any accumulated depreciation and
impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis less depreciation
and impairment losses. The carrying amount of plant and equipment
is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is
assessed on the basis of the expected net cash flows that will be
received from the assets employment and subsequent disposal. The
expected net cash flows have been discounted to their present values
in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will
flow to the group and the cost of the item can be measured reliably.
All other repairs and maintenance are charged to the statement of
comprehensive income during the financial period in which they are
incurred.
Depreciation
The depreciable amount of all fixed assets including capitalised lease
assets is depreciated on a diminishing value basis over their useful
lives to the consolidated entity commencing from the time the asset
is held ready for use. Leasehold improvements are depreciated over
the shorter of either the unexpired period of the lease or the estimated
useful lives of the improvements.
The depreciation rates used for plant and equipment were 20-33 %.
The assets’ residual values and useful lives are reviewed, and adjusted
if appropriate, at each reporting date. An asset’s carrying amount is
written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds
with the carrying amount. These gains and losses are included in the
statement of comprehensive income. When assets which have been
revalued are sold, amounts included in the revaluation reserve relating
to that asset are transferred to retained earnings.
(k) Leases
Leases of fixed assets are classified as finance leases where the Group
has substantially all the risks and benefits incidental to the ownership
of the asset, but not the legal ownership.
Finance leases are capitalised by recording an asset and a liability at
the lower of the amounts equal to the fair value of the leased property
or the present value of the minimum lease payments, including any
guaranteed residual values. Lease payments are allocated between
the reduction of the lease liability and the lease interest expense for
Page 26 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
the period. Leased assets are depreciated on a straight-line basis over
their estimated useful lives where it is likely that the consolidated
entity will obtain ownership of the asset or over the term of the lease.
Lease payments for operating leases, where substantially all the risks
and benefits remain with the lessor, are charged as expenses in the
periods in which they are incurred.
Lease incentives under operating leases are recognised as a liability
and amortised on a straight-line basis over the life of the lease term.
(l) Financial Instruments
Recognition
Financial instruments are initially measured at cost on trade date,
which includes transaction costs, when the related contractual
rights or obligations exist. Subsequent to initial recognition these
instruments are measured as set out below.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market and
are stated at amortised cost using the effective interest rate method.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost,
comprising original debt less principal payments and amortisation.
Compound instruments
The component parts of compound instruments (convertible notes)
issued by the Group are classified separately as financial liabilities
and equity in accordance with the substance of the contractual
arrangement. The liability component is recorded on an amortised
cost basis using the effective interest method until extinguished upon
conversion or at the instrument’s maturity date. The equity component
is determined by deducting the amount of the liability component
from the fair value of the compound instrument as a whole. This is
recognised and included in equity, net of income tax effects, and is not
subsequently remeasured.
Fair value
Fair value is determined based on current bid prices for all quoted
investments. Valuation techniques are applied to determine the
fair value for all unlisted securities, including recent arm’s length
transactions, reference to similar instruments and option pricing
models.
Impairment
At each reporting date, the group assess whether there is objective
evidence that a financial instrument has been impaired. In the case
of available-for-sale financial instruments, a prolonged or significant
decline in the value of the instrument is considered to determine
whether impairment has arisen. Impairment losses are recognised in
the statement of comprehensive income.
(m) Intangibles
Research and development
Expenditure during the research phase of a project is recognised as an
expense when incurred. Development costs are capitalised only when
technical feasibility studies identify that the project will deliver future
economic benefits and these benefits can be measured reliably.
Development costs have a finite life and are amortised on a systematic
basis matched to the future economic benefits over the useful life of
the project.
(n) Trade and Other Payables
Trade payables and other payables are carried at amortised costs
and represent liabilities for goods and services provided to the group
prior to the end of the financial year that are unpaid and arise when
the group becomes obliged to make future payments in respect of the
purchase of these goods and services.
(o) Employee Benefits
Provision is made for the Group’s liability for employee benefits arising
from services rendered by employees to reporting date. Employee
benefits that are expected to be settled within one year have been
measured at the amounts expected to be paid when the liability is
settled, plus related on-costs. Employee benefits payable later than
one year have been measured at the present value of the estimated
future cash outflows to be made for those benefits.
(p) Provisions
Provisions are recognised when the Group has a legal or constructive
obligation, as a result of past events, for which it is probable that
an outflow of economic benefits will results and that outflow can be
reliably measured.
(q) Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity
as a deduction, net of tax, from the proceeds.
(r) Share-based Payment Transactions
Benefits are provided to employees of the Group in the form of
share-based payment transactions, whereby employees render
services in exchange for shares or rights over shares (‘equity-settled
transactions’). The plan currently in place to provide these benefits is
the Employee Share Option Plan (ESOP), which provides benefits to
senior executives.
The cost of these equity-settled transactions with employees is
measured by reference to the fair value at the date at which they are
granted. The fair value is determined using a Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any
performance conditions, other than conditions linked to the price of the
shares of Benitec Biopharma Limited (‘market conditions’).
The cost of equity-settled transactions is recognised, together with
a corresponding increase in equity, over the period in which the
performance conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at
each reporting date until vesting date reflects (i) the extent to which
the vesting period has expired and (ii) the number of awards that, in
the opinion of the directors of the group, will ultimately vest. This
opinion is formed based on the best available information at reporting
date. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in
the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest,
except for awards where vesting is conditional upon a market
condition.
Benitec Biopharma Ltd Annual Report 2013 Page 27
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
are recognised directly in equity to the extent that the gain or loss is
directly recognised in equity, otherwise the exchange difference is
recognised in the statement of comprehensive income.
Group companies
The financial results and position of foreign operations whose
functional currency is different from the Group’s presentation currency
are translated as follows:
• Assets and liabilities are translated at year-end exchange rates
•
prevailing at that reporting date.
Income and expenses are translated at average exchange rates for
the period.
• Retained profits are translated at the exchange rates prevailing at
the date of the transaction.
(u) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount
of GST, except where the amount of GST incurred is not recoverable
from the Australian Tax Office. In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of
an item of the expense. Receivables and payables in the statement of
financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross
basis, except for the GST component of investing and financing
activities, which are disclosed as operating cash flows.
(v) Comparative Figures
When required by Accounting Standards, comparative figures have
been adjusted to conform to changes in presentation for the current
financial year.
(w) Going Concern
Notwithstanding the net loss for the year of $3,487,960 and the
cash and cash equivalents balance of $1,587,299, the directors
have prepared the financial statements on a going concern basis.
The directors have taken into account the capital raisings during the
financial year and in July 2013, performed a review of the cash flow
forecasts, considered the cash flow needs of the Group, and believe
that the strategies in place are appropriate to generate funding which
will be sufficient to maintain the going concern status of the Group. If
these strategies are unsuccessful then the Group may need to realise
its assets and extinguish liabilities other than in the ordinary course of
business and at amounts different to those disclosed in the financial
report.
Where the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase in the
value of the transaction as a result of the modification, as measured at
the date of modification. Where an equity-settled award is cancelled,
it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award, and
designated as a replacement award on the date that it is granted, the
cancelled and new award are treated as if they were a modification of
the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as
additional share dilution in the computation of earnings per share.
(s) Earnings per Share
Basic earnings per share is calculated as net profit attributable to
members of the parent, adjusted to exclude any costs of servicing
equity (other than dividends) and preference share dividends, divided
by the weighted average number of ordinary shares, adjusted for any
bonus element.
Diluted earnings per share is calculated as net profit attributable to
members of the parent, adjusted for:
• costs of servicing equity (other than dividends) and preference
•
share dividends;
the after tax effect of dividends and interest associated with
dilutive potential ordinary shares that have been recognised as
expenses; and
• 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.
(t) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured
using the currency of the primary economic environment in which that
entity operates. The consolidated financial statements are presented
in Australian dollars which is the parent entity’s functional and
presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency
using the exchange rates prevailing at the date of the transaction.
Foreign currency monetary items are translated at the year-end
exchange rate. Non-monetary items measured at historical cost
continue to be carried at the exchange rate at the date of the
transaction. Non-monetary items measured at fair value are reported
at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are
recognised in the statement of comprehensive income, except where
deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items
Page 28 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 2: REVENUE FROM CONTINUING OPERATIONS
Revenue
- Licensing revenue and royalties
Finance income - interest received
Other income
Government grants
Total revenue and other income
NOTE 3: LOSS FOR THE YEAR
(a) Expenses incurred by continuing operations
Items included in Statement of Comprehensive Income
Finance costs
Interest payable – other persons
Other
Finance costs
Depreciation
Included in Occupancy expenses
Depreciation of plant and equipment
Employee benefits expense
Included in Employment related expenses
Wages and salaries
Superannuation costs
(b) Expenses
The following expense items are relevant in explaining
the financial performance:
Research and development costs consist of:
Project expenses
IP litigation expenses
Other IP related expenses
NOTE 4: INCOME TAX EXPENSE
(a) The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows:
Prima facie tax payable on loss from ordinary activities before income tax at 30% (2012: 30%)
(1,046,388)
Add Tax effect of:
Non-deductible share-based payment expense
Non-assessable foreign currency translation provision
Non-deductible legal fees
Capital items deductible
Other non-deductible items
Deductible items not included in operating result
Deferred tax asset not brought to account
155,625
457,865
9,326
(58,863)
46,843
(48,354)
483,947
Income tax benefit reported in the income statement
-
2013
$
521,140
118,709
639,849
824,333
1,464,182
-
-
-
2012
$
323,580
167,701
491,281
11,753
503,034
8,517
1,953
10,470
29,794
12,822
1,759,745
72,320
986,095
47,760
1,075,844
-
204,168
1,280,012
1,040,989
9,915
258,267
1,309,171
(1,233,785)
327,937
-
14,656
(49,805)
14,873
(55,250)
981,374
-
Benitec Biopharma Ltd Annual Report 2013 Page 29
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
(b) The parent entity, acting as the Head Entity, notified the Australian Taxation Office on 12 February 2004 that it had formed a Tax Consolidated
Group applicable as from 1 July 2002. No tax sharing agreement has been entered between entities in the tax consolidated group.
(c) As at 30 June 2013, the Tax Consolidated Group has carry-forward losses of $11,751,713 (2012: $10,745,949) arising from significant available
Australian tax losses (calculated at 30%), which has not been recognised in the financial statements. The deferred tax asset relating to
temporary differences (calculated at 30%) was $29,591 (2012: $36,360).
The Consolidated Group also has Australian capital tax losses for which no deferred tax asset is recognised on the statement of financial
position of $381,588 (2012: $381,588) which are available indefinitely for against future capital gains subject to continuing to meet relevant
statutory tests.
The recoupment of available tax losses as at 30 June 2013 is contingent upon the following:
(i)
the Consolidated Group deriving future assessable income of a nature and of an amount sufficient to enable the benefit from the losses to
be realised;
(ii) the conditions for deductibility imposed by tax legislation continuing to be complied with; and
(iii) there being no changes in tax legislation which would adversely affect the Tax Consolidated Group from realising the benefit from
the losses.
NOTE 5: AUDITOR’S REMUNERATION
Audit Services
Remuneration of Grant Thornton Audit Pty Ltd for:
- auditing or reviewing the financial report
Other Services
Remuneration of Grant Thornton Australia Limited for:
- taxation compliance
2013
$
2012
$
54,000
50,000
43,230
38,909
NOTE 6: EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the net loss for the year attributable to ordinary shareholders by the weighted average number
of ordinary shares on issue during the year.
Diluted earnings per share amounts are calculated by dividing the net loss attributable to ordinary shareholders by the weighted average number
of ordinary shares on issue during the year (adjusted for the effects of dilutive options) and the weighted average number of ordinary shares that
would be issued on conversion of all dilutive potential ordinary shares.
2013
$
2012
$
Loss after income tax used in the calculation of basic EPS and dilutive EPS
(3,487,960)
(4,112,617)
Weighted average number of ordinary shares for basic and diluted earnings per share
Weighted average number of converted, lapsed or cancelled potential ordinary shares
included in diluted earnings per share
-
All options to acquire ordinary shares are not considered dilutive for the years ended 30 June 2013 and 30 June 2012.
Number
1,042,224,365
Number
949,747,352
-
Classification of securities
No securities or convertible debt instruments could be classified as potential ordinary shares under AASB 133 and therefore have not been
included in determination of dilutive EPS.
Page 30 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 7: KEY MANAGEMENT PERSONNEL
(a) Details of Key Management Personnel
(i) Non-Executive Directors
Mr Peter Francis
Dr Mel Bridges
Dr John Chiplin
Mr Iain Ross
Mr Kevin Buchi
Chairman - Non-Executive
Director - Non-Executive
Director - Non-Executive
Director - Non-Executive
Director - Non-Executive
(ii) Specified Executives
Dr Peter French
Managing Director and
Chief Executive Officer
Appointed on 23 February 2006
Appointed on 12 October 2007
Appointed on 1 February 2010
Appointed on 1 June 2010
Appointed on 11 April 2013
Dr Michael Graham
Mr Greg West
Mr Carl Stubbings
Dr David Suhy
Chief Scientific Officer
Company Secretary
Chief Business Officer
Senior VP Research and Development Appointed on 1 October 2012
Appointed as Managing Director on 26 August 2013
Appointed Chief Scientific Officer on 4 August 2009;
Appointed Chief Executive Officer on 4 June 2010
Appointed on 1 January 2012
Appointed on 26 May 2011
Appointed on 2 July 2012
(b) Key management personnel remuneration includes the following expenses:
Short term employee benefits
Salaries including bonuses
Post-employment benefits
Superannuation
Share-based payments
Total Remuneration
(c) Options and Rights Holdings
Number of Options held by Key Management Personnel
2013
$
972,795
61,935
251,916
1,286,646
2012
$
486,925
36,751
436,550
960,226
Granted as
Balance
1 July 12 Remuneration
Options
Aquired
Options
Exercised/
Lapsed/Other
Balance
30 June 13
Total Vested
30 June 13
Total
Exercisable
30 June 13
-
-
-
-
-
-
-
-
-
-
6,153,847
6,153,847
2,000,000
1,333,333
-
-
-
3,333,333
Specified Non-Executive Directors
44,000,000
Peter Francis
12,998,333
Mel Bridges
10,264,063
John Chiplin
10,187,500
Iain Ross
-
Kevin Buchi
Sub-total
77,449,896
Specified Executives
-
Peter French
10,000,000
Carl Stubbings
-
Michael Graham
10,000,000
David Suhy
-
Greg West
20,000,000
Sub-total
Total
20,000,000
* Options Acquired refers to securities purchased during the financial year not as part of remuneration.
40,000,000
-
15,000,000
-
3,000,000
58,000,000
135,449,896
1,230,769
307,692
-
-
-
1,538,461
7,692,308
5,000,000
-
-
-
-
5,000,000
8,333,333
42,000,000
11,665,000
10,264,063
10,187,500
6,153,847
80,270,410
36,230,769
10,307,692
15,000,000
10,000,000
3,000,000
74,538,461
154,808,871
28,166,666
8,166,666
6,666,666
6,666,666
-
49,666,664
25,000,000
-
10,000,000
-
1,000,000
36,000,000
85,666,664
28,166,666
8,166,666
6,666,666
6,666,666
-
49,666,664
25,000,000
-
10,000,000
-
1,000,000
36,000,000
85,666,664
Benitec Biopharma Ltd Annual Report 2013 Page 31
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
(d) Shareholdings
Number of Shares held by Key Management Personnel
Balance
1 July 12
Received as
Remuneration
Upon Options
Exercised
Securities
purchased
Balance
30 June 13
Non-Executive Directors
Peter Francis
Mel Bridges
John Chiplin
Iain Ross
Kevin Buchi
Sub-total
Specified Executives
Peter French
Carl Stubbings
2,237,175
2,710,000
1,190,846
750,000
-
6,888,021
693,000
-
Michael Graham
1,186,200
David Suhy
Greg West
Sub-total
-
-
1,879,200
-
-
-
-
-
-
-
-
-
-
-
-
NOTE 8: CASH AND CASH EQUIVALENTS
Cash at bank
Deposits at call
-
-
-
-
-
-
-
-
-
-
-
-
-
1,420,000
-
-
15,384,616
16,804,616
2,237,175
4,130,000
1,190,846
750,000
15,384,616
23,692,637
3,466,923
4,159,923
925,231
925,231
-
-
-
1,186,200
-
-
4,392,154
6,271,354
2013
$
614,746
972,553
1,587,299
2012
$
525,880
2,550,000
3,075,880
Reconciliation of Cash Flow from Operations with Loss after Income Tax
Loss after Income Tax
(3,487,960)
(4,112,617)
Non-cash flows included in operating loss:
Impairment
Foreign exchange on intercompany balances
Depreciation
LJCI settlement
Share-based payments
Foreign currency translation unrealised
Changes in assets and liabilities:
(Increase)/decrease in other assets
Decrease in receivables
Decrease/(increase) in payables
Increase/(decrease) in employee provisions
Net cash flows from operations
Page 32 Benitec Biopharma Ltd Annual Report 2013
1,503,296
(1,526,215)
29,794
-
518,749
(23,457)
(13,163)
22,393
200,452
43,515
(2,732,596)
-
-
12,822
602,857
1,093,122
(2,023)
20,366
19,912
(955,924)
(793)
(3,322,278)
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 9: TRADE AND OTHER RECEIVABLES
CURRENT
Sundry Debtors
NOTE 10: OTHER ASSETS
CURRENT
Prepayments
Other current assets
NOTE 11: CONTROLLED ENTITIES
(a) Controlled entities:
Parent Entity:
Benitec Biopharma Limited
Controlled entities of Benitec Biopharma Limited:
Benitec Australia Limited
Benitec Biopharma Limited
Benitec, Inc.
Benitec LLC
RNAi Therapeutics, Inc.
Tacere Therapeutics, Inc.
(b) Controlled entities acquired or disposed:
2013
$
2012
$
105,073
127,466
14,190
16,028
30,218
10,603
6,453
17,056
Country of Incorporation
Percentage Owned
2013
2012
Australia
Australia
United Kingdom
USA
USA
USA
USA
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
4%
Tacere Therapeutics, Inc. was acquired during the year. Other than this acquisition no controlled entities were acquired or disposed during the
financial year.
Benitec Biopharma Ltd Annual Report 2013 Page 33
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 12: PROPERTY, PLANT AND EQUIPMENT
At cost
Accumulated depreciation
Total Property, Plant and Equipment
2013
$
95,431
(67,311)
28,120
2012
$
68,319
(37,516)
30,803
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
Balance at 30 June 2011
Additions
Less Disposals
Depreciation expense
Balance at 30 June 2012
Additions
Less Disposals
Depreciation expense
Balance at 30 June 2013
NOTE 13: TRADE AND OTHER PAYABLES
CURRENT
Unsecured liabilities
Trade creditors
Sundry creditors and accrued expenses
Deferred consideration - Tacere vendors
NOTE 14: PROVISIONS
CURRENT
Provision for employee benefits
Leasehold
Improvement
$
Plant and
Equipment
$
13,176
-
(1,416)
11,760
-
-
(1,550)
10,210
26,461
8,597
(4,609)
(11,406)
19,043
27,111
-
(28,244)
17,910
2013
$
279,994
374,560
357,179
1,011,733
Total
$
26,461
21,773
(4,609)
(12,822)
30,803
27,111
-
(29,794)
28,120
2012
$
373,896
159,274
-
533,170
98,637
55,122
Page 34 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 15: CONTRIBUTED EQUITY
The Groups capital is its ordinary share and options, as detailed below. The Group is not subject to externally imposed capital requirements,
other than conforming to ASX Rules and the Corporations Act. The Board monitors capital funding requirements in its competitive landscape and
continues to actively manage its cash requirements as part of a broader capital management program to ensure adequate capital is in place to
fund the company’s operations. Capital raising activities before and after balance date are referred to in note 21.
(a) Ordinary Shares
1,151,914,043 (2012: 926,337,910) fully paid ordinary shares
At the beginning of the reporting period
Shares issued during the year
Transaction costs relating to share issues
Convertible Note conversion
At the beginning of reporting period
Shares issued during the year
2013
$
2012
$
89,609,248
87,348,819
87,348,819
2,260,429
-
-
89,609,248
Number
970,628,529
181,285,514
1,151,914,043
86,821,961
-
(7,053)
533,911
87,348,819
Number
926,337,910
44,290,619
970,628,529
(b) Share options
At the end of the financial year, there were 439,857,844 unissued ordinary shares (2012: 428,985,202) over which options were outstanding.
Details
Exercise Price
Expiry Date
Number
Other Options
Listed BLTOB
Listed BLTO
Strategic Advisor Warrants
ESOP Options
NED Options
Unlisted Options
Directors’ Options
NED Options
ESOP Options
ESOP Options
ESOP Options
ESOP Options
Unlisted Options - placement
Unlisted Options - placement
30 September 2013
31 December 2013
8 April 2014
4 August 2014
19 August 2014
19 August 2014
10 April 2015
23 October 2015
26 September 2016
17 November 2016
7 February 2017
18 July 2017
16 November 2017
18 February 2015
18 February 2015
$0.0300
$0.0400
$0.1000
$0.9000
$0.0204
$0.0228
$0.1000
$0.1700
$0.0500
$0.0500
$0.0500
$0.0500
$0.0500
$0.0130
$0.0130
17,560
201,309,366
46,673,907
6,126,962
6,500,000
3,000,000
12,000,000
1,953,125
70,000,000
45,000,000
4,200,000
10,000,000
10,000,000
17,538,462
5,538,462
439,857,844
Benitec Biopharma Ltd Annual Report 2013 Page 35
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 15: CONTRIBUTED EQUITY (continued)
Since 30 June 2012, the following options were issued under the ESOP:
Expiry date
10,000,000
18 July 2017
10,000,000
16 November 2017
Rights over shares are provided to employees under the Employee Share Option Plan (ESOP). The cost of these equity-settled transactions with
employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined using a Black-Scholes
model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the
shares of Benitec Biopharma Limited (‘market conditions’).
Issue date
18 July 2012
16 November 2012
$0.0500
$0.0500
The following information was factored in to the Black-Scholes model for the options issued under ESOP this year:
i. weighted average share price was $0.0165
ii. exercise price was $0.050
iii. expected volatility was 110% and was determined by reference to Bloomberg for the Benitec share price based on historical volatility
iv. option life is 5 years
v. The risk-free interest rate was 3.55%
2013
$
2012
$
NOTE 16: RESERVES
Convertible note equity reserve
At the beginning of the reporting period
Equity component of convertible note
Transfer to Contributed Equity upon partial conversion of convertible note
Share-based payments reserve
At the beginning of the reporting period
Share based payments
Transferred to Accumulated Losses Reserve no longer required
Foreign currency translation reserve
At the beginning of the reporting period
Foreign currency translation
Total Reserves
-
-
-
-
1,394,142
518,749
(321,189)
1,591,702
-
(1,313,792)
(1,313,792)
277,910
48,797
25,858
(74,655)
-
2,761,802
1,093,122
(2,460,782)
1,394,142
-
-
-
1,394,142
Nature and purpose of Reserves
Convertible Note Equity Reserve
The Convertible Note Equity Reserve records the equity component of convertible notes at the time of drawdown of the funds. When a conversion
to ordinary shares takes place, the equity component of the convertible note being converted is transferred to Contributed Equity.
Share Based Payments Reserve
The Share-based Payments Reserve represents the expense attributed to options based on a Black Scholes valuation method for vested options.
Foreign currency translation reserve
The Foreign currency translation reserve represents the currency translation movements of subsidiary company balances denominated in foreign
currencies at year end.
Page 36 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 17: OPERATING SEGMENTS
Business Segments
The Group had only one business segment during the financial year, being the global commercialisation by licensing and partnering of patents and
licences in biotechnology, more specifically in functional genomics, with applications in biomedical research and human therapeutics.
Geographical Segments
Business operations are conducted in Australia. However there are controlled entities based in the USA and United Kingdom.
Segment Revenues
from External Customers
Carrying Amount of
Segment Assets
Segment Results
Australia
United States of America
United Kingdom
2013
$
2012
$
2013
$
2012
$
2013
$
2012
$
1,463,203
503,034
(3,220,240)
(4,112,617)
1,507,350
3,057,085
979
-
-
-
(267,720)
-
-
-
243,360
194,121
-
-
1,464,182
503,034
(3,487,960)
(4,112,617)
1,750,710
3,251,206
Accounting Policies
Segment revenues and expenses are directly attributable to the identified segments and include joint venture revenue and expenses where a
reasonable allocation basis exists. Segment assets include all assets used by a segment and consist mainly of cash, receivables, inventories,
intangibles and property, plant and equipment, net of any allowances, accumulated depreciation and amortisation. Where joint assets correspond
to two or more segments, allocation of the net carrying amount has been made on a reasonable basis to a particular segment. Segment liabilities
include mainly accounts payable, employee entitlements, accrued expenses, provisions and borrowings. Deferred income tax provisions are not
included in segment assets and liabilities.
NOTE 18: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise receivables, payables, cash and short-term deposits. The Group manages its exposure to key
financial risks, including interest rate and currency risk in accordance with the Company financial risk management policy. The objective of the
policy is to protect the assets and provide a solid return.
The main risks arising from the financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The Board reviews
and agrees policies for managing each of these risks and they are summarised below.
Risk Exposures and Responses
Interest rate risk
The Group generates income from interest on surplus funds. At reporting date, the Group had the following mix of financial assets and liabilities
exposed to Australian variable interest rate risk that are not designated in cash flow hedges:
Financial Assets
Cash and cash equivalents
Financial Liabilities
Net Exposure
2013
$
1,587,299
-
1,587,299
2012
$
3,075,880
-
3,075,880
Benitec Biopharma Ltd Annual Report 2013 Page 37
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 18: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
The policy is to analyse its interest rate exposure across the Groups financial assets and liabilities. Consideration is given to the return on funds
invested, alternative financing, the mix of fixed and variable interest rates and hedging positions. The Group currently has short term deposits at
variable interest rates. The average interest rate applying to cash deposits in the year was 4.00% (2012: 4.25%).
The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date:
At 30 June 2013, if interest rates had moved, as illustrated in the table below, with all other variables held constant, the judgment of reasonably
possible movements in post-tax profit and equity would have been as follows:
+1% (100 basis points)
-0.5% (50 basis points)
Post Tax Result
Higher/ (Lower)
Equity
Higher/ (Lower)
2013
$
12,797
(6,399)
2012
$
44,560
(22,730)
2013
$
12,797
(6,399)
2012
$
44,560
(22,730)
Liquidity risk
The Group’s objective is to obtain revenue from commercialisation and to continue to access funding markets. The Group has a pipeline of
programs to take its research and development to the clinic and potentially originate licensing transactions with pharmaceutical companies.
Trade payables and other financial liabilities originate from the financing of the ongoing research and development programs in addition to the
operations of the business generally.
The table below reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest resulting from recognised financial
assets and liabilities as at 30 June 2012. Cash flows for financial assets and liabilities with fixed amount or timing are presented with their
respective discounted cash flows for the respective upcoming fiscal years.
The remaining contractual maturities of the Group’s financial liabilities are:
6 months or less
6-12 months
1-5 years
Over 5 years
2013
$
1,011,733
-
-
-
1,011,733
2012
$
475,215
57,955
-
-
533,170
Maturity analysis of financial assets and liabilities based on management’s expectation
The table below reflects management’s expectation of the maturity of financial assets and liabilities.
These assets are considered in the context of the Group’s overall liquidity risk. The Group has established a risk reporting process overseen by the
board which monitors existing financial assets and liabilities and provides information to enable effective risk management. The Board regularly
evaluates managements rolling forecasts of liquidity which includes assessments of cash income and outgoings.
≤6 months
6-12 months
1-5 years
>5 years
$
Financial assets
Cash and cash equivalents 1,587,299
Trade and other receivables 135,291
Financial Liabilities
Trade and other payables
Net Maturity
(1,011,733)
710,857
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
Total
$
1,587,299
135,291
(1,011,733)
710,857
Page 38 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 18: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Foreign currency risk
The Group has transactional currency exposures. Such exposure arises from licensing fees and royalties as well as expenditure by the Group in
currencies other than the unit’s measurement currency. With the exception of unrealised movements on intercompany loans, foreign currency
income and expenditure accounts for less than 10% of the Groups transactions.
Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, and trade and other receivables. The Group’s
exposure to credit risk arises from potential counter party payment default, with a maximum exposure equal to the carrying amount. Exposures at
each reporting date are assessed and disclosed in the financial statements.
The Group does not hold any credit derivatives to offset its credit exposure. The Group trades only with recognised, creditworthy third parties and
as such collateral is not requested. The Group does not securitise its trade and other receivables.
Customers who wish to trade on credit terms are subject to credit assessment procedures which may include an assessment of their independent
credit rating, financial position, past experience and industry reputation. Receivable balances are regularly monitored. There are no significant
concentrations of credit risk within the Group.
NOTE 19: FINANCIAL INSTRUMENTS
Fair values
Fair values of financial assets and liabilities are equivalent to carrying values due their short term to maturity.
NOTE 20: SHARE BASED PAYMENTS
Benitec Biopharma Limited Employees Share Option Plan (ESOP):
Description of plan
The Group may from time to time issue employees options to acquire shares in the parent at a fixed price. Each option when exercised entitles the
option holder to one share in the Company. Options are exercisable on or before an expiry date, do not carry any voting or dividend rights and are
not transferable except on death of the option holder.
Share Options granted during the year
The following options were issued to executives by Benitec Biopharma Limited under its ESOP and are unlisted.
Executive
Exercise Price
Grant Date
Number
Carl Stubbings
18 July 2012
David Suhy
16 November 2012
10,000,000
10,000,000
20,000,000
$0.050
$0.050
Expiry Date
18 July 2017
16 November 2017
There were no options issued to directors in the year to 30 June 2013. The closing market price of an ordinary share of Benitec Biopharma Limited
(ASX Code: BLT) on the Australian Securities Exchange at 30 June 2013 was $0.015 (30 June 2012: $0.017)
The following table illustrates the number and weighted average exercise price (WAEP) of share options issued under the ESOP:
2013
Number
2012
Number
2013
WAEP
2012
WAEP
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Lapsed or forfeited during the year
Outstanding at the end of the year
61,000,000
20,000,000
-
(5,300,000)
75,700,000
0.0459
0.0500
-
0.0317
0.0480
12,800,000
49,200,000
-
(1,000,000)
61,000,000
$0.0267
$0.0500
-
$0.0407
$0.0453
Benitec Biopharma Ltd Annual Report 2013 Page 39
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 20: SHARE BASED PAYMENTS (continued)
Details of ESOP share options outstanding as at end of year:
Expiry Date
21 February 2013
10 June 2013
19 August 2014
17 November 2016
7 February 2017
18 July 2017
16 November 2017
Grant Date
21 February 2008
13 July 2010
13 July 2010
17 November 2011
7 February 2012
18 July 2012
16 November 2012
2013
Number
-
-
6,500,000
45,000,000
4,200,000
10,000,000
10,000,000
75,700,000
Exercise Price
$0.0781
$0.0289
$0.0204
$0.0500
$0.0500
$0.0500
$0.0500
$0.0453
2012
Number
300,000
5,000,000
6,500,000
45,000,000
4,200,000
-
-
61,000,000
NOTE 21: EVENTS SUBSEQUENT TO REPORTING DATE
Benitec announced on 16 June 2013 that it had received commitments for a private placement raising $7.0 million, with a capacity to take
additional placements of $900,000. The placement was subscribed to by several new institutional investors, along with Benitec management and
directors and existing sophisticated investors. The share placement was completed in two tranches:
• Tranche 1 – 37,454,545 shares at $0.011 ($412,000) were issued under 15% placement capacity in accordance with ASX Listing Rule 7.1. on
14 June 2013
• Tranche 2 – 598,909,091 shares at $0.011 ($6,588,000) were issued on 24 July 2013 following approval at a General Meeting held on 17 July
2013. A further $900,000 in additional placements was also made.
The General Meeting held on 17 July 2013 also approved a 25-for-1 consolidation of the Company’s issued securities.
On 29 July 2013 Benitec announced that it has closed its Share Purchase Plan raising $2.8 million. These funds are additional to the $7.9 million
raised in private placements announced in July 2013 and the $0.98 million announced in March 2013. The combined proceeds from the private
placements and the Share Purchase Plan total $11.7 million. The allotment to participants in the Share Purchase Plan was made on 6 August 2013.
The successful completion of the capital raise ensures the company has the funds in place to complete its first in-man trial (Phase I/IIa) for its
Hepatitis C treatment, planned to commence later this year. In addition, Benitec will complete preclinical toxicology, biodistribution and dose‐
finding studies for Tribetarna™, its drug resistant non‐small cell lung cancer (NSCLC) program, and conduct a European based Phase I/IIa clinical
trial in drug resistant NSCLC patients which is planned to commence in Q4 calendar year 2014.
Benitec will also use the proceeds to manufacture clinical material for a potential second HCV clinical trial (based on outcomes from the first trial),
as well as advance business development activities and pre‐clinical studies in pipeline programs, and for general working capital.
Other than the above, no matters or circumstances have arisen since 30 June 2013 which have significantly affected or may significantly affect the
operations of the Group, the results of those operations or the state of affairs of the Group, in subsequent financial years.
Page 40 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 22: CONTINGENT LIABILITIES
In January 2010, the Company reached a settlement with the CSIRO to replace the existing Licence Agreement and Commercial Agreement with a
new exclusive Licence Agreement for the use of intellectual property and the Capital Growth Agreement with the issue of ordinary shares. As part
of the settlement, a Transition Agreement was put in place in order to facilitate the change from the old agreements to the new agreement and to
deal with a number of other matters.
Under the terms of the Transition Agreement, the Company agreed to pay CSIRO an amount of $297,293 for past patent costs only in the event of
a trigger event, being either a corporate transaction or an insolvency event.
Scientific work on the therapeutic programs
On 18 December 2012 Benitec announced the appointment of Synteract Inc. as the Company’s Clinical Research Organisation responsible for the
progression of TT-034 into Phase I/II (a) Clinical Trials in the USA. Benitec has negotiated a contract with favourable commercial terms, in some
instances requiring prepayment, for Synteract to continue to manage the Clinical Trials throughout 2013 and 2014.
Benitec announced plans on 3 June 2013 to progress its non-small cell lung cancer (NSCLC) therapeutic Tribetarna™ into Phase II clinical trials
in late 2014 calendar year. The Company had reached agreement to use European-based clinical research organisation Clinical Trials Group
(CTGCRO) to manage the trial, and subsequently negotiated favourable commercial terms which included prepayments covering the clinical trial
and consulting services.
The Company has contracted for scientific work on the therapeutic programs, as described above, and payments due within the next twelve
months total approximately $4,178,261 (2012: $240,704)
NOTE 23: RELATED PARTY TRANSACTIONS
Transactions with Directors and Director-related Entities:
Legal services paid / payable to Francis Abourizk Lightowlers,
a law firm in which Mr Peter Francis is a partner and has a beneficial interest.
Consultancy fees for executive duties paid/payable to NewStar Ventures Ltd,
a corporation in which Dr John Chiplin is a director and has a beneficial interest.
Consultancy fees for executive duties paid/payable to Gladstone Partnership,
an entity in which Mr Iain Ross is a principal and has a beneficial interest
Transactions between related parties are on normal commercial terms and
the conditions no more favourable than those available to other non-related parties.
2013
$
103,492
40,000
-
2012
$
166,912
40,000
18,999
NOTE 24: BUSINESS COMBINATION – TACERE THERAPEUTICS INC. ACQUISITION
Benitec announced the execution of an agreement to acquire the US-based RNA interference (RNAi) therapeutics company Tacere Therapeutics
Inc. (‘Tacere’) on 11 October 2012. The acquisition was completed on 30 October 2012 when Benitec acquired 100% of the issued share capital
and voting rights of Tacere, a company based in the United States. Tacere was a privately held drug development company with a Phase I/II ready
program in hepatitis C (HCV) that utilises Benitec’s novel gene silencing technology.
Benitec acquired Tacere’s extensive HCV program data and materials, as well as an advanced preclinical program for the eye disease macular
degeneration, which also utilises Benitec’s ddRNAi technology. Tacere has a Phase I/II ready program in hepatitis C (HCV) that utilises Benitec’s
novel gene silencing technology called DNA-directed RNA interference (ddRNAi).Tacere also has extensive HCV program data and materials, as
well as an advanced preclinical program for the eye disease macular degeneration, which also utilises the Company’s ddRNAi technology. The
Tacere programs provide the Company with the opportunity to commence Phase I/II clinical trials in 2013.
The consideration for the acquisition was in an issue of 102,321,345 new shares in Benitec Biopharma Limited for USD $1,500,000, plus a
potential cash royalty on future licensing revenue received calculated as follows: 35 per cent if the licence is entered into prior to commencement
of a Phase II clinical study; or 15 per cent prior to commencement of a Phase III clinical study; or 5 per cent if prior to the submission of a Biologic
License Application to the US Food and Drug Administration or 2.5 per cent if after Biologic License Application submission.
The shares issued as consideration represented 9.5% of the issued capital and are fully paid ordinary shares ranking equally with existing listed
shares. The share issue was made within Benitec’s 15% annual placement capacity under ASX Listing Rule 7.1 a. The Tacere vendors have agreed
that 75% of the shares issuable in the transaction will be held subject to escrow for 12 months from completion.
Benitec Biopharma Ltd Annual Report 2013 Page 41
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 24: BUSINESS COMBINATION – TACERE THERAPEUTICS INC. ACQUISITION (continued)
Further, the agreements with the Tacere vendors provide for AUD $357,179 Benitec Biopharma Limited shares (included in the consideration of
102,321,345 shares) be treated as reserve shares and not issued to the Tacere vendors for a period of 12 months from acquisition. The reserve
shares are accounted for as a creditor (refer to note 6). The reserve shares were established by an agreement with the Tacere vendors for the
purposes of satisfying indemnities to Benitec, if required. The Tacere Vendors also provided a cash escrow of USD $360,000 to provide Benitec
with additional security should certain pre-acquisition liabilities emerge.
Impairment costs relating to the goodwill on the acquisition of Tacere of AUD $1,503,296 has been written off in this reporting period. The Tacere
acquisition goodwill is the excess of consideration paid (in this case, shares in Benitec issued for AUD $1,530,765) over net assets acquired. The
immediate write-off of the Tacere acquisition goodwill is considered to be the most appropriate accounting treatment as the intellectual property
is a preclinical trial and hence the future economic benefit is uncertain.
Details of the business combination are as follows:
Fair value of consideration transferred
Consideration for the acquisition was the issue of 102,321,345 shares in Benitec Biopharma Limited,
plus a potential cash royalty on future licensing revenue
Recognised amounts of identifiable net assets
Property, plant and equipment
Cash and cash equivalents
Amount owing to Benitec Biopharma Limited
Other liabilities
Identifiable net assets
Goodwill on acquisition
Net cash inflow on acquisition
Acquisition related costs recognised as an expense in the Group corporate expenses
Post-acquisition loss of Tacere
Disclosure of effects of business combinations on revenue and profit
The Tacere Therapeutics items included in Statement of Comprehensive Income since acquisition date
Revenue received
Loss for the period since acquisition
The revenue for the combined entity for the current period
as though the acquisition date for business combination
that occurred during the year had been as of the beginning
of the annual reporting period
The loss for the combined entity for the current period as though
the acquisition date for business combination that occurred during
the year had been as of the beginning of the annual reporting period
There would be no
variation in reported
revenue which was
$ 1,464,182
There would be an increase in
reported Total Comprehensive loss
from $4,801,752 to $5,009,036
$
1,530,765
17,567
138,760
(126,882)
(1,976)
27,469
1,503,296
143,603
77,104
267,720
979
267,720
Page 42 Benitec Biopharma Ltd Annual Report 2013
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2013
NOTE 25: BENITEC BIOPHARMA LIMITED PARENT COMPANY INFORMATION
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Share based payments reserve
Accumulated losses
TOTAL EQUITY
FINANCIAL PERFORMANCE
Loss for the year
Other comprehensive income
2013
$
1,478,422
48,999
Parent Entity
2012
$
3,056,738
30,816
1,527,421
3,056,738
1,165,652
-
1,165,652
588,293
-
588,293
361,769
2,468,445
89,609,248
1,591,702
(90,839,181)
87,348,819
1,394,142
(86,274,516)
361,769
2,468,445
(4,885,852)
(4,302,167)
-
TOTAL COMPREHENSIVE INCOME
(4,885,852)
(4,302,167)
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2013 (2012: nil ), other than the contingent liabilities described in note 22.
Capital commitments
The parent entity has no capital commitments as at 30 June 2013 (2012: nil).
Significant accounting policies
The accounting policies of the parent are consistent with those of the consolidated entity (Note 1)
Benitec Biopharma Ltd Annual Report 2013 Page 43
Directors’ Declaration
In accordance with a resolution of the Directors of Benitec Biopharma Limited, I state that:
1.
In the opinion of the Directors:
(a) the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the financial position and performance of the Company and consolidated entity; and
(ii) complying with Australian Accounting Standards, including the Interpretations, and the Corporations Regulations 2001.
(b) the financial statements and notes thereto also comply with International Financial Reporting Standards, as disclosed in Note 1; and
(c) as indicated in note 1(w), there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
(d) The remuneration disclosures contained in the Remuneration Report comply with s300A of the Corporations Act 2001
2. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the
Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the Directors
Peter Francis
Director
Sydney
30 August 2013
Page 44 Benitec Biopharma Ltd Annual Report 2013
Independent Audit Report
Benitec Biopharma Ltd Annual Report 2013 Page 45
Independent Audit Report
Page 46 Benitec Biopharma Ltd Annual Report 2013
Independent Audit Report
Benitec Biopharma Ltd Annual Report 2013 Page 47
Shareholder Information
1. SHARE AND OPTION HOLDING INFORMATION
a) Distribution of Equity Security Holders
The number of holders and amount of holdings by a range of holding sizes of the ordinary shares and options as at 6 September 2013 are detailed
below.
Range
Fully Paid Ordinary
Shares (ASX:BLT)
Options
(ASX:BLTOB)
Options
(ASX:BLTO)
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
b) Marketable parcels
Number of
holders
Number of
shares held
Number of
holders
Number of
options held
Number of
Number of
holders options held
1,391
1,002
371
693
114
449,356
2,691,219
2,749,629
22,577,728
55,492,975
471
165
40
88
15
153,420
411,443
294,146
2,511,215
4,682,315
322
53
13
13
2
74,691
125,485
89,545
401,080
1,176,330
3,571
83,960,907
779
8,052,539
403
1,867,131
The number of holdings of ordinary shares less than a marketable parcel of $500 as at 6 September 2013 is 1,658.
c) Substantial Shareholders
The names of substantial shareholders listed in the Company’s register as at 17 September 2013 were:
Holder
Dr Christopher Bremner
Irwin Biotech Nominees Pty Ltd
MJGD Nominees Pty Ltd
Dalit Pty Ltd
d) Voting rights
Number Of Ordinary
Shares Held
% Of Issued
Capital
8,013,201
4,769,091
4,769,091
4,545,455
9.54
5.68
5.68
5.41
The voting rights attached to each class of equity security are as follows:
Each ordinary share holder is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on
a show of hands.
Option holders do not have any voting rights until the option is converted into an ordinary share.
Page 48 Benitec Biopharma Ltd Annual Report 2013
Shareholder Information
e) 20 Largest Ordinary Shareholders as at 17 September 2013
Holder
National Nominees Limited
Irwin Biotech Nominees Pty Ltd
MJGD Nominees Pty Ltd
Dalit Pty Ltd
CSIRO
UBS Wealth Management Australia Nominees Pty Ltd
JP Morgan Nominees Australia Limited
Citicorp Nominees Pty Limited
Dr Russell Kay Hancock
Blamnco Trading Pty Ltd
Sigma-Aldrich Pty Limited
Hokkaido Venture Capital Co Ltd
Montclair Pty Ltd
Mrs Jaclyn Stojanovski + Mr Chris Retzos + Mrs Susie Retzos
Mr Paul Leonard Grimshaw + Mr Dayne Paul Grimshaw
Mr Kevin Buchi
Promega Corporation
Stella Nord Pty Ltd
Sao Holdings Pty Ltd
Michael Catelani
Totals: Top 20 holders of fully paid ordinary shares
Total remaining holders balance
Number Of Ordinary
Shares Held
% Of Issued
Capital
7,840,252
4,769,091
4,769,091
4,545,455
1,924,658
1,813,520
1,513,013
1,420,345
916,364
800,000
781,250
772,450
727,273
727,273
639,140
615,385
519,854
500,000
476,731
447,098
36,518,243
47,442,664
9.34
5.68
5.68
5.41
2.29
2.16
1.80
1.69
1.09
0.95
0.93
0.92
0.87
0.87
0.76
0.73
0.62
0.60
0.57
0.53
43.49
56.51
Benitec Biopharma Ltd Annual Report 2013 Page 49
Shareholder Information
f) 20 Largest BLTO Option holders (ASX: BLTO) as at 17 September 2013
Holder
Dr Christopher Bremner
Mr Jeffrey Connor
Citicorp Nominees Pty Limited
Mr Ian Domaille
Mr Adam Michael Calder
Mrs Felicity Anne Kissane
Mrs Debbie Rice
Mr Wynand George Goyarts
Mr Arthur Barrie Wrigglesworth
Mr Mark Raymond O’brien
Mrs Sally Ada Urquhart
Resolute Securities Pty Ltd
Jbwere (NZ) Nominees Limited
HSBC Custody Nominees (Australia) Limited
Mr Wayne Andrew Gibson
Mr Adam Matthew Philippe
Queenstown Unlimited Limited
UBS Nominees Pty Ltd
JYZ Pair Pty Ltd
Mr Simon John Moran + Mrs Christine Joyce Moran
Totals: Top 20 holders of BLTO
Total Remaining Holders Balance
Number Of
Options Held
% Of BLTO
Options
1,016,330
160,000
82,501
66,640
40,000
40,000
24,194
21,800
21,796
20,000
20,000
19,238
16,000
14,994
13,917
9,640
9,611
9,600
7,600
7,469
1,621,330
245,801
54.43
8.57
4.42
3.57
2.14
2.14
1.30
1.17
1.17
1.07
1.07
1.03
0.86
0.80
0.75
0.52
0.51
0.51
0.41
0.40
86.84
13.16
Page 50 Benitec Biopharma Ltd Annual Report 2013
Shareholder Information
g) 20 Largest BLTOB Option holders (ASX: BLTOB) as at 17 September 2013
Name
Number Of
Options Held
% Of BLTOB
Options
Dr Christopher Bremner
Abn Amro Clearing Sydney Nominees Pty Ltd
Bond Street Custodians Limited
Retzos Investments Pty Ltd
Dr Warnakulasooriya Karunasena + Mrs Alankarage Karunasena
Mr Jamie Campbell Morris
Mr Paul Marten
Mr Peter Jack Walravens + Mrs Madeleine Louise Walravens
Mr James Alfred Starr + Mrs Susan Diana Starr
Stella Nord Pty Ltd
Mr Luke Kukulj
Citicorp Nominees Pty Limited
JP Morgan Nominees Australia Limited
Dr Joao Manuel Camacho
Ivystar Pty Ltd
Ms Beverley Chard + Mr John Sheraton
Cohen Family Pty Ltd
Mr Paul James Madden
Mr Colm Patrick Cunningham
Mr Bruce Thomas Harrison
Totals: Top 20 holders of BLTOB
Total Remaining Holders Balance
1,811,895
532,948
249,639
240,000
220,000
213,367
195,000
190,000
160,000
155,500
149,530
144,265
142,401
140,000
122,800
120,000
100,000
96,000
84,267
82,000
5,149,612
2,902,927
22.50
6.62
3.10
2.98
2.73
2.65
2.42
2.36
1.99
1.93
1.86
1.79
1.77
1.74
1.52
1.49
1.24
1.19
1.05
1.02
63.95
36.05
Benitec Biopharma Ltd Annual Report 2013 Page 51
Shareholder Information
h) Restricted securities
There are no securities on issue subject to restriction agreements.
i) Unquoted securities
As at the date of this report, the Company has unquoted securities as follows:
Details
Unlisted Options
Strategic Advisor Warrants
Other Options
NED Options
NED Options
ESOP Options
ESOP Options
ESOP Options
Directors’ Options
ESOP Options
ESOP Options
ESOP Options
Unlisted Options
ESOP Options
Expiry Date
Exercise Price
10-Apr-15
4-Aug-14
30-Sep-13
19-Aug-14
26-Sep-16
19-Aug-14
17-Nov-16
7-Feb-17
23-Oct-15
26-Sep-16
18-Jul-17
16-Nov-17
18-Feb-15
22-Aug-18
$2.50
$22.50
$0.75
$0.57
$1.25
$0.51
$1.25
$1.25
$4.25
$1.25
$1.25
$1.25
$0.325
$1.25
Number
480,000
245,078
702
120,000
2,800,000
260,000
600,000
168,000
78,125
1,200,000
400,000
400,000
1,206,157
2,080,000
10,038,060
2. On-Market Buy Back
There is currently no on-market buy back.
3. Listing on Exchanges
Trading of the Company’s securities is available on the Australian Securities Exchange Limited (ASX).
Page 52 Benitec Biopharma Ltd Annual Report 2013
Contents
CHAIRMAN AND THE CEO’S LETTER
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CORPORATE GOVERNANCE STATEMENT
FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT
SHAREHOLDER INFORMATION
CORPORATE DIRECTORY
1
2
16
17
20
44
45
48
INSIDE BACK COVER
Corporate Directory
BENITEC BIOPHARMA LIMITED
ABN 64 068 943 662
Directors
Mr Peter Francis
Dr Mel Bridges
Mr Kevin Buchi
Dr John Chiplin
Mr Iain Ross
(Non-Executive Chairman)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
Managing Director & CEO
Dr Peter French
Company Secretary
Mr Greg West
Registered Office
Level 16
356 Collins Street
Melbourne Vic 3000
Australia
Principal Place of Business
F6A/1-15 Barr Street
Balmain NSW 2041
Australia
Auditors
Grant Thornton Audit Pty Ltd
Level 17, 383 Kent Street
Sydney NSW 2000
Bankers
Westpac Banking Corporation
274 Darling Street
Balmain NSW 2041
Share Registry
Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Melbourne Vic 3067
Stock Exchange Listing
The Company is listed on the Australian Securities Exchange Limited
ASX Code: BLT
Benitec Biopharma Ltd
ABN 64 068 943 662
F6A / 1-15 Barr Street
Balmain NSW 2041 Australia
Tel: +61 (0) 2 9555 6986
Email: info@benitec.com
www.benitec.com