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Annual Report 2023
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
1
WHO WE ARE
Bio-Gene is an Australian agtech development company enabling the next generation of novel insecticides, addressing the global
challenges of food security and public health, whilst dealing with the increasing concerns over insecticide resistance and toxicity. Its novel
platform technology is based on naturally occurring beta-triketones, a type of chemistry that offers new solutions for insect management
in crop protection (including grain storage), public health, consumer applications and animal health.
Insecticide resistance is a growing problem. Almost 600 insect types (as well as other arthropod pests such as ticks and mites) are
resistant to more than one insecticide class1. In terms of public health, over 60 countries have reported mosquito resistance to at least
one insecticide class2. With insect-borne diseases such as Malaria, Zika and Dengue fever becoming more widespread and only limited
solutions available to address this expansion, the problem of insecticide resistance is expected to grow.
Many of the insecticide classes currently in use have toxicity profiles that pose mounting human and environmental problems, especially
in agriculture where both crops and livestock can be continually exposed to these compounds. The global insecticide market is valued at
in excess of US$31 billion per annum. Our research to date indicates that Bio-Gene has a significant opportunity to disrupt the current
paradigm by developing an insect control solution that is targeted, safer, has low environmental impact and is cost effective to use.
Flavocide and Qcide are our lead beta-triketone insecticide products identified in extracts of specific Australian native flora that have
been shown to have insecticidal activity. Flavocide is a chemically synthesised, nature-identical compound. Our research has determined
flavesone has a novel mode of action versus all other insecticides on the market today. We have demonstrated flavesone efficacy when
used alone, or in combination with other existing insecticides on resistant populations of certain pests, and it therefore has the potential
to address existing insecticide resistance to other chemistry. Qcide is a natural oil extract from a cultivar of Eucalyptus cloeziana containing
high levels of tasmanone and is suitable for situations where a 100% natural product is preferred.
Our strategic objective is to generate multiple revenue streams from technology licensing fees, milestone payments and royalties by
securing and owning active ingredient product registrations, developing proprietary manufacturing and production knowhow, and working
with strong commercial partners on product development and marketing and distribution.
1 Sparks & Nauan, 2015: “IRAC: Mode of action classification and insecticide resistance management”
2 World Health Organisation, 2016: “WHO welcomes new initiative to combat insecticide resistance”
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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CHAIRMAN AND CEO’S REPORT
Dear Shareholder,
On behalf of the Bio-Gene Technology Ltd Board and management team, we are pleased to present our 2023 Annual Report.
Financial year 2023 has been a significant and productive year for Bio-Gene as we collaborated with prominent global partners,
demonstrated the efficacy of our unique technology through research, strengthened our patent portfolio and expanded our commercial
partnerships. Together, these developments pave a clear path towards commercialising our flagship products, Qcide and Flavocide,
enabling Bio-Gene to capitalise on the US$31.1 billion global insecticide addressable market across crop protection, public and animal
health, and consumer applications.
The establishment and execution of our Agreement with STK was a pivotal development. STK’s significant financial commitment enables
us to expedite the registration process of Qcide in key markets worldwide. The agreement not only secures the necessary investment for
Qcide registration but also grants us remarkable flexibility in our key markets, allowing us to pursue commercial deals that drive revenue
growth for Bio-Gene. Via this partnership, Bio-Gene has retained exclusive rights to operate within our key markets for this molecule of
consumer, public health and animal health, while have the flexibility to develop Qcide with our partners in the crop protection space.
Our partnership with Clarke has catalysed our expansion in North America, a market plagued by escalating insecticide resistance and
public apprehension towards chemical-based mosquito control. We welcomed the extension of our Agreement with Clarke to cover an
additional mosquito market segment in the United States and Cayman Islands increasing the market opportunity with Clarke by 150% to
US$250 million. Clarke’s research further validates the potential of Flavocide to manage mosquito populations.
Another key development was the confirmation from the Grains Research and Development Corporation (GRDC) of its in principle support
to develop, register, and commercialise Flavocide as a stored grain protectant in Australia. A key target market for our molecules, the crop
protection segment represents a US$16 billion global market, including grain storage valued at US$1 billion globally. Leveraging GRDC's
expertise, industry relationships, and regulatory knowledge will be key to helping Bio-Gene develop and commercialise Flavocide in the
grain storage market.
Overall, these Agreement achievements throughout financial year 2023 exemplify our strategic approach to growth and innovation. The
transformative nature of the STK agreement, the expansion by Clarke in the US market, and the endorsement from GRDC each play a
significant role in advancing our growth strategy. Bio-Gene gains the necessary resources, flexibility, research and regulatory support to
drive commercial success and pave the way for revenue diversification, in key markets across the globe.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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Another highlight of the past year has been results of extensive research programs with our contract research partners that further validate
the commercial viability of both Qcide and Flavocide. Independent studies confirmed significant synergy results for both Flavocide and
Qcide. Positive synergy results offer vast commercial prospects, allowing us to broaden our products' scope for more effective pest control
solutions when used in combination with other commercially important insecticides. Combining our technology with existing products could
address resistance issues, reduce cost and dosage requirements, and improve environmental safety. The synergy we’ve demonstrated
positions us favourably, with a number of successful chemistry groups that realise US$2-3 billion in sales annually. These early-stage
results have already drawn interest from global companies with the recent signing of a new Material Transfer Agreement.
We are pleased to report Bio-Gene has strengthened its patent portfolio, with two new patents granted and two Notice of Allowances
issued during the financial year. The African Regional Intellectual Property Organisation (ARIPO) Patent Office granted two new patents
focusing on Flavocide in combination with other chemistries, and control of resistant pests. These patents will expire in 2038.The US
Patent Office (USPTO) has issued two separate Notice of Allowances. The first relates to the use of flavesone and related molecules to
control pesticide-resistant pest, extending patent to 2038. The second relates to Bio-Gene’s molecules to control highly damaging aphid
pests in crops and extends patent protection for Bio-Gene’s technology to 2040. As we advance our products in both crop and non-crop
markets, patent protection plays a vital role in commercialising our technology. These new patents and Notice of Allowances reinforce our
commitment to delivering cutting-edge solutions in crop protection and solidifies our position as innovators in the field.
To support Bio-Gene through the next phase of development focused on executing our pathway to commercialisation, we welcome several
new appointments to the Board and Management. Recently, we welcomed the appointment of Alex Ding and Christopher Ramsey to the
Board and Chief Financial Officer Rod Valencia to our senior management team. Post financial year end, we were also delighted to
welcome Tim Grogan as Bio-Gene’s new Managing Director and Chief Executive Officer. The skill set we have obtained across all
appointments, align with our mission and growing needs as we strengthen our commercial capability and execute on a crucial development
and growth stage supporting future commercialisation.
On behalf of the Board, we thank the Bio-Gene team for their hard work, passion and commitment to opening new markets for our
technology, advancing molecule development, promoting Bio-Gene as an industry-leader in solving the global problem of insecticide
resistance and importantly setting us on a pathway to the commercialisation of our unique technology. And lastly, we would like to thank
our loyal shareholders for their ongoing support and investment in Bio-Gene. We know we have an exciting 12 month ahead, and we look
forward to continuing to update our shareholders on the Company’s progress.
Qcide and Flavocide are registered trademarks of Bio-Gene Technology Limited.
Robert Klupacs
Non-Executive Chairman
Richard Jagger
Chief Executive Officer and Managing Director
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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FINANCIAL REPORT CONTENTS
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Declaration by Directors
Independent Auditor’s Report
Shareholder Information
Board of Directors and Company Particulars
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28
29
30
31
32
33
34
53
54
58
60
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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DIRECTORS’ REPORT
The Board of Directors of Bio-Gene Technology Limited (“Bio-Gene” or the “Company”) has resolved to submit the following report together
with the financial statements of the Company for the year ended 30 June 2023.
Directors
The following persons were directors of the Company during the financial year:
Mr. Robert Klupacs (Chairman)
Mr. Richard Jagger (Managing Director and CEO)
Dr. Peter Beetham (Non-executive Director) – Resigned 22 April 2023
Mr. James Joughin (Non-executive Director) – Resigned 22 April 2023
Mr. Andrew Guthrie (Non-executive Director)
Mr. Peter May (Executive Director, Research and Development).
Mr. Alex Ding (Non-executive Director) – Appointed 12 May 2023
Mr. Christopher Ramsey (Non-executive Director) – Appointed 12 May 2023
Details of each director’s qualifications and special responsibilities, together with meetings attended, are set forth in other parts of this
report.
Company Secretary:
Mr. Rod Valencia
Principal activities
The principal activity of the Company is to pursue the development and commercialisation of insecticide products.
Bio-Gene’s lead beta-triketone insecticide products are Flavocide (flavesone), a synthetically produced nature-identical compound, and
Qcide , a natural plant-derived oil with high levels of tasmanone. Research to date indicates insecticidal activity of these products via a
novel mode of action with the potential to overcome existing insecticide resistance in pest populations.
Bio-Gene is seeking to commercialise these products via partners as insecticide formulations for use in a range of target markets. We aim
to generate multiple revenue streams from technology licensing fees, milestone payments and royalties by securing and owning active
ingredient product registrations, developing proprietary manufacturing and production knowhow, and working with strong commercial
partners on product development, marketing and distribution.
Review of operations
There were a number of significant achievements and advancements made by Bio-Gene throughout the 2023 financial year, delivering
progress on the development and registration of Flavocide and Qcide, and securing new and expanded commercial agreements to position
the group for commercial success.
Commercial Agreements
Signed binding term sheet with STK Bio-ag Technologies (STK) for collaboration to develop, register and commercialise Qcide
for crop protection applications
On 19 January, Bio-Gene entered a new partnership via signing a binding term sheet with STK, an Israel-based bio-ag technology
company specialising in the development and commercialisation of natural crop protection solutions for growers worldwide. The
agreement is for a global collaboration to develop, register and commercialise Qcide for crop protection applications.
Key terms of the agreement include:
•
•
•
•
Bio-Gene grants STK a world-wide non-exclusive licence to develop Qcide technology for crop protection applications, as well
as aquaculture, and professional turf and ornamentals markets;
STK funds all costs associated with securing registration of the active ingredient Qcide;
Bio-Gene retains exclusive rights to the public health, animal health and consumer markets for Qcide globally;
Bio-gene has full access to Qcide registration to support other commercial opportunities (crop and non-crop).
Outside the Agreement, both companies are evaluating the opportunity for Bio-Gene to act as sales agent for STK products in Australia
and New Zealand.
Subsequent to the financial year end, on 27 July 2023, Bio-Gene signed Development and Licence Agreement with STK formalising the
existing binding term sheet.
Extended Commercial Agreement with Clarke Mosquito Control (Clarke) on Flavocide for an additional mosquito control market
segment
On 13 April 2023, Bio-Gene signed an extension of the License and Development Agreement with Clarke in the United States and Cayman
Islands. Clarke expanded its rights to explore, develop and commercialise insecticide solutions using Flavocide for a new mosquito control
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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DIRECTORS’ REPORT
segment, in addition to its current access agreement for the public health mosquito control market.
The new segment focuses on residential mosquito control services on private properties, increasing the market opportunity with Clarke
by 150%, with the new applications representing market opportunity of US$150m, bringing the total fields of use market opportunity with
Clarke to US$250m.
Research and Development
Announced research programs results confirming significant synergy results for both Bio-Gene’s molecules
In April 2023, Bio-Gene announced the results of a series of independent research programs which confirmed significant synergy results
for both Flavocide and Qcide when used in combination with other commercially important insecticides against certain target insect
species.
The studies were conducted by globally recognised research organisations including Purdue University, University of Florida, i2L
Research, and Cesar Australia. The results from the research program have already attracted interest from global companies with Bio-
Gene signing a new Material Transfer Agreement to assess commercial synergy opportunities.
The positive synergy research results demonstrate Bio-Gene’s molecules can provide substantial commercial value to the US$31.1 billion
global insecticide industry, including reduced application rates, lower-cost control, increased ability to tackle resistance and extending the
use of existing products within and beyond their patent life.
The Grain Research & Development Corporation (GRDC) confirmed support for development, registration, and
commercialisation of Flavocide in grain storage
In May 2023, GRDC signed a Letter of Support re-affirming its support for Bio-Gene to achieve registration and commercialisation of
Flavocide as a stored grain protectant in Australia.
The confirmation of support followed a collaborative research project between GRDC, Bio-Gene, BASF and QDAF that concluded in mid-
2022. GRDC provided financial support to the project which tested the efficacy of Flavocide when used as a protectant insecticide to
control grain storage pests, concluding that Flavocide combination treatments can effectively control five key stored grain pests (lesser
grain borer, flour beetle, saw-toothed beetle, flat grain beetle and rice weevil) for up to 13 months.
GRDC's expertise, industry relationships, and regulatory knowledge are invaluable and key to helping Bio-Gene identify and develop the
commercialisation pathway for Flavocide in key target grain storage market.
Patent and IP Protection
Granting of two patents from the African Regional Intellectual Property Organisation (ARIPO) Patent Office
In December 2022, Bio-Gene received confirmation of the granting of two patents from the ARIPO Patent Office. The patent applications
focused on Flavocide in combination with other chemistries, and control of resistant pests.
The claims for the first patent relate to the control of resistant insect pests infesting an agricultural environment, and in particular grain
storage pests. The second patent addresses the use of Flavocide in combination with other key insecticidal chemistry and has relevance
to mosquito control which is particularly important for Africa. These patents will expire in 2038.
US Patent Office (USPTO) issued Notice of Allowance to grant an additional patent for the use of flavesone and related molecules
to control pesticide-resistant pests
In March 2023, the USPTO issued a Notice of Allowance to grant a US patent covering the use of flavesone and related molecules to
control pesticide-resistant pests. The patent application focused on Flavocide for control of pesticide-resistant pests. The Notice of
Allowance shows the application is complete and meets all requirements for the grant of a patent under US law. The patent will expire in
2038.
Notice of Allowance issued by USPTO to grant additional new patent in major global crop market
In June 2023, in response to Bio-Gene’s US patent application (No. 17/045,457), the USPTO issued a Notice of Allowance to grant a
patent relating to the use of Bio-Gene’s molecules to control highly damaging aphid pests in crops and extends patent protection for Bio-
Gene’s technology to 2040. Examination of additional patent applications in relation to control of aphid pests is continuing by other patent
offices globally.
Other Operating Achievements
Throughout the financial year, Bio-Gene made substantial advancements in the development and refinement of molecule manufacturing.
Flavocide:
Significant work has been conducted with specialist organisations both in Australia and overseas that has enabled the refinement and full
documentation of the Standard Operating Procedure for producing Flavocide. This enables:
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-
-
-
-
Provision of a pathway to produce commercially viable quantities of product;
Streamlines manufacturing process, making it easier for a toll manufacturer to adapt/implement;
Improved safety of the process;
Improved overall cost of manufacture;
Creation of important data on product specification for regulatory submissions.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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DIRECTORS’ REPORT
Over the financial year, and extensive search has been undertaken to identify a suitable toll manufacturer partnership and the company
is close to finalising the initial manufacturing partner for Flavocide.
Qcide
Bio-Gene continued critical work, in collaboration with James Cook University, to refine the process for oil extraction, aimed at maximising
oil extraction. Bio-Gene has been able to achieve incremental and significant improvements in oil yield, while ensuring the oil remains
within its target specification.
Bio-Gene have also been extensively involved in phenotyping, ultimately identify tree species for higher oil and active ingredient content.
As part of Qcide phenotyping program, Bio-Gene undertook an on-going Plant Breeders Rights program aiming to protect the I.P.
surrounding the superior trees. Bio-Gene submitted applications for “plant breeders rights” for several of our unique tree lines, which will
aim to provide exclusive commercial rights for Bio-Gene’s Qcide oil producing trees. The rights are essentially a form of intellectual
property (IP), like patents, trademarks and designs.
As part of the STK Agreement, STK will develop additional production facilities for Qcide. In line with Bio-Gene’s objective to expand
production facilities, diversifying production to other geographic areas in partnership with STK, mitigates risk associated with production
(loss or damage due to fire, flood, drought etc) and the logistics of managing global supply.
Corporate
Bio-Gene received cash refund of $446,000 cash under the Australian Federal Government R&D Tax Incentive Scheme
In January 2023, under the Australian Federal Government’s R&D Tax Incentive Scheme, Bio-Gene received $446,000 cash refund. The
R&D Tax Incentive Scheme is an Australian Government program under which companies cash refunds for eligible expenditure on
research and development.
The cash refund will be used for working capital purposes to accelerate Bio-Gene’s commercialisation and development programs.
Board and Executive management changes
Appointments
•
•
•
Appointment of Chief Financial Officer and Company Secretary, Rod Valencia, commending 26 April 2023.
Appointment of Non-Executive Directors Mr Alex Ding and Mr Christopher Ramsey to the Board, effective 12 May 2023
Subsequent to financial year end, appointment of Tim Grogan as Managing Director and Chief Executive Officer effective 28
August 2023
Retirement and resignations:
•
•
•
•
Resignation of Non-Executive Director James Joughin, effective 24 July 2023. Mr Andrew Gutherie assumed Chairmanship of
Company’s Audit and Risk committee.
Resignation of Dr Peter Beetham as Non-Executive Director, effective 24 July 2023. Peter transitioned and joined Bio-Gene’s
Scientific Advisory Board to guide the company on scientific endeavours.
Retirement and resignation of Non-Executive Director and Chairman, Mr Robert Klupacs, effective from 31 July 2023.
Richard Jagger, Managing Director and Chief Executive Officer.. Subsequent to financial year end, Richard’s resignation was
announced aligned with the appointment of new Managing Director and CEO, Tim Grogan, effective 28 August 2023. Richard
will transition to a new advisory role focused on stakeholder management of Bio-Gene’s existing and future development
partnerships.
Operating Update (subsequent to financial year end)
On 27 July 2023, Bio-Gene signed Development and Licence Agreement with STK formalising the existing binding term sheet (refer
above)
Bio-Gene technology selected be included in US CDC funded vector control program
On X July 2023, Bio-Gene’s technology, Flavocide and Qcide, have been selected to participate in a significant US program to address
on-going issues of vector-borne diseases. The program is coordinated by the Midwest Centre of Excellence for Vector Borne Disease
(MCE-VBD) and funded by the CDC who will invest US$10 million over five years. The program involves a number of prominent United
States universities, including and importantly Purdue University who have a significant history and knowledge of Bio-Gene’s technology.
As part of the overall program, Bio-Gene will work with MCE-VBD researchers to understand how Flavocide and Qcide can be harnessed
to control vector-borne disease, including those caused by tick-borne pathogens like Borrelia burgdorferi (Lyme disease).
Bio-Gene will have access to the results for discussion with researchers and current and potential commercial collaborators.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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DIRECTORS’ REPORT
Financial summary
The financial results of the Company for the year ended 30 June 2023 are summarised as follows:
Statement of financial position:
➢ Cash held of $2,990,527 (2022: $6,341,881) at reporting date.
➢ The Company’s policy is to hold its cash and cash equivalent deposits in “A” rated or better deposits.
➢ The Company’s strategy is to outsource product development expenses including manufacturing, regulatory and trial expenses, to
specialist, best of breed partner organisations. Therefore, the Company has not incurred any major capital expenditure for the period
and does not intend to incur substantial commitments for capital expenditure in the immediate future.
Operating results:
➢ The Company produced a loss from ordinary activities after income tax of $3,095,782 (2022: $2,914,193).
➢ Total revenue including other income during the period was $681,290 (2022: $939,118). This revenue included Licence Fees of
$149,232 (2022: $385,726), the R&D Tax Incentive of $445,846 (2022: $434,050), Research Collaboration receipts of $Nil (2022
$60,000), Government grants of $Nil (2022: $Nil), interest of $85,962 (2021: $52,864), Foreign exchange gains of $Nil (2022: $5,698)
and Other Income of $250 (2022: $780).
➢ Total operating expenses for the period were $3,777,072 (2022: $3,853,311). Research and development costs have been expensed
in the year in which they were incurred.
➢ Basic and diluted net loss per share decreased to 1.85¢ (2022: 1.90¢) due to the increase in the weighted average number of shares
on issue.
Statement of cash flows:
➢ The Company’s cash outflow from operations over the period was $3,276,354 (2022: $1,992,956).
Capital Raising
No capital raise has taken place during the current financial year.
At 30 June 2023 the Company had 177,145,725 (2022: 179,056,519) shares on issue. Refer to Note 13(a) for further detail of movements
in issued capital.
Options issued
No options were issued during the current financial year.
Further details in respect of options issued in previous financial years can be found in Note 13(b).
Earnings per share
Basic loss per share from continuing operations
Basic diluted loss per shares from continuing operations
Dividends
2023
(1.85¢)
(1.85¢)
2022
(1.90¢)
(1.90¢)
No dividends were paid or declared during the course of the financial year and no dividends are recommended in respect to the financial
year ended 30 June 2023.
Likely developments and expected results of operations
The Company will continue to fully evaluate Flavocide and Qcide in a range of market applications, and to develop a comprehensive data
package to support product registrations in Australia and internationally.
Disclosure of information, in addition to that provided in this report, regarding likely developments in the operations of the Company in
future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Company.
Accordingly, this information has not been disclosed in this report.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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DIRECTORS’ REPORT
Significant changes in state of affairs
Other than as detailed in this Annual Report there were no significant changes to the state of affairs of Bio-Gene Technology Limited
during the year.
Business strategies and prospects
The Company’s strategy is to develop its proprietary technologies to a point where they can be licensed and/or partnered with an
agricultural, chemical or biotech partner for further development and ultimately released to the market. Bio-Gene would generate
milestone payments and royalty revenues from such transactions.
Material business risks:
The Company’s operations and business prospects are subject to a number of risks. The Board regularly reviews the possible impact of
these risks and seeks to minimise this impact through a commitment to its corporate governance principles and risk management function.
However, not all risks are manageable or within the control of the Company. The key business risks faced by the Company that are likely
to have an effect on its future prospects include:
Laboratory and Field Trials
1.
Development of the Company’s products may fail for a number of reasons including lack of efficacy, toxicity or adverse side effects.
Failure can occur at any stage of the trials, requiring the Company to abandon or repeat trials. The Company or the relevant regulatory
authorities may suspend the Company’s trials at any time if it appears that the trials could potentially result in unacceptable health risks.
2. Manufacturing/production
The Company has successfully manufactured product at a scale sufficient to conduct the trials that have been undertaken to date. The
Company is now working on improving the production process to allow for cost effective manufacturing at scale. With any chemical
production process, however, there is inherent variability which cannot be controlled and therefore the yields of finished product can vary.
The Company’s production technologies have also not been tested at a scale sufficient to make commercial quantities of a product in the
event that it proves successful and can be brought to market and are therefore subject to risk of failure or high costs.
3. Out-licencing
The Company is relying on its ability to be able to out-licence its products at a time deemed appropriate. The agricultural industry is highly
competitive and numerous entities around the world compete with the Company to discover, validate and commercialise insecticides. The
Company’s competitors may discover and develop products in advance of the Company and/or products that are more effective than
those developed by the Company. As a consequence, the Company may not be able to out-licence its products or not be able to out-
licence its products for the desired returns, resulting in adverse effects on revenue and profitability.
4. Sufficiency of funding
The Company has limited financial resources and may need to raise additional funds from time to time to finance the development and
commercialisation of its products and its other objectives. The Company’s product development activities may never generate revenues
and the Company may never achieve profitability. The Company’s ability to raise funds in the future will be subject, among other things,
to factors beyond the control of the Company and its Directors including cyclical factors affecting the economy and share markets
generally. The Directors can give no assurance that future funds can be raised by the Company on favourable terms, if at all.
5. Third party collaborations
The Company has established and intends to continue to establish collaborative relationships to achieve its product development
objectives. The Company does not have all the resources that it needs to internally develop its product candidates through to full
development and to launch marketable products and relies on its ability to maintain and enter into collaborative and licencing relationships
to achieve this objective and relies on its collaborators to fulfil their responsibilities. Any failure by these collaborators to fulfil their
responsibilities could adversely impact the Company.
Insurance and indemnification
During the financial year, the Company paid a premium in respect of a contract insuring the Directors and Company Secretary (as named
above), and all executive officers of the Company against a liability incurred when acting in their capacity as a Director, Company Secretary
or executive officer to the extent permitted by the Corporations Act 2001. Further disclosure required under section 300(9) of the
Corporations Act 2001 is prohibited under the terms of the insurance contract.
Other than to the extent permitted by law, the Company has not otherwise, during or since the end of the financial year, indemnified or
agreed to indemnify an officer or auditor of the Company or any other related body corporate against a liability incurred as such by an
officer or auditor.
Proceedings on behalf of the Company
No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the
Corporations Act 2001.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
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DIRECTORS’ REPORT
Environmental issues
The company’s operations are not currently regulated by any significant environmental regulation under a law of the Commonwealth or of
a state or territory.
Auditor’s Independence Declaration
A copy of the auditor’s declaration under Section 307C in relation to the audit for the year ended 30 June 2023 is included in this report.
Auditor
JTP Assurance continues in office in accordance with Section 327 of the Corporations Act 2001.
Non-audit services
The Company did not employ the auditor on assignments additional to their statutory audit duties during the year.
Accordingly, no amount was paid or payable to the auditor (JTP Assurance) for non-audit services provided during the year. Details of
amounts paid or payable for audit services are set out below.
The Board of Directors has considered the position and is satisfied that the planned provision of the non-audit services is compatible with
the general standard of independence for auditors imposed by the Corporations Act 2001 for the following reasons:
➢ All non-audit services have been reviewed to ensure they do not impact the impartiality and objectivity of the auditor.
➢ None of the services undermine the general principles relating to auditor independence as set out in Professional Statement APES
110, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company,
acting as advocate for the Company or jointly sharing economic risk and rewards.
During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-
related audit firms:
Audit services
JTP Assurance:
Audit and review of financial reports and other audit work under the Corporations Act 2001
Total remuneration for audit services
Other advisory services associated with the audit firm
Jeffrey Thomas & Partners
Advice on taxation and other matters and review and lodgement of corporate tax returns
Total remuneration
No officers were previously partners of the audit firm JTP Assurance.
Meetings of directors
2023
$
32,000
32,000
2022
$
30,500
30,500
5,000
4,500
37,000
35,000
The number of meetings of the Company’s Directors (including committee meetings of Directors) held during the year ended 30 June
2023 and the numbers of meetings attended by each Director were:
Director
Board of Directors
Remuneration & Nomination
Committee
Audit & Risk Committee1
Robert Klupacs
Richard Jagger1
Peter Beetham
James Joughin
Andrew Guthrie
Peter May1
Alex Ding
Christopher Ramsey
Held and
Eligible to
Attend
Attended
Held and
Eligible to
Attend
Attended
Held and
Eligible to
Attend
Attended
15
15
11
11
15
15
2
2
15
15
9
10
15
15
2
0
2
0
2
1
2
0
0
0
2
0
2
1
2
0
0
0
3
0
0
3
3
0
0
0
3
0
0
3
3
0
0
0
1. While Richard Jagger and Peter May are not members of the Audit & Risk Committee, they are invited to attend these
meetings when relevant.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
11
DIRECTORS’ REPORT
Information on directors and key management personnel in office during or since the end of the financial year and
to the date of this report
Name and
Position
Qualifications and Experience
Particulars of interests in shares and options of
Bio-Gene Technology Limited
LSP Shares
(Vested)*
LSP Shares
(Not Vested)*
Shares
Non-Executive
Chairman
Robert Klupacs
Robert is an Australian registered patent attorney who has
had a wide and successful career to date within both private
and publicly traded companies as well as the academic
arena. He has over 30 year’s corporate experience in the
international technology development arena.
636,244
3,320,000
-
BSc (Hons) Grad
Dip IP Law,
Australian
Registered Patent
and Trademark
Attorney
Chair of
Remuneration &
Nomination
Committee
Member of Audit
& Risk Committee
instrumentation,
His corporate development experience encompasses,
healthcare, software, scientific
food
technologies and enabling agricultural technology. He has
deep expertise and experience in all facets of corporate
development including: IP licensing, patenting, intellectual
property strategy and management, joint venture creation
and management,
(private and public
fund-raising
markets), corporate and scientific due diligence, technology
and corporate acquisitions, corporate compliance and
corporate governance and academic liaison. He is the
Founder of 28 companies in Australia and Singapore. He
is a highly experienced professional Director having been
an Executive or Non-Executive Chairman/Director on over
24 different corporate entities. He was previously a member
of the Pharmaceutical Industry Group and a past member
of the Victorian Biotechnology Advisory Committee.
Director of Bio-Gene Technology Limited since 29 May
2015.
Other Directorships of listed companies over the past three
years: None.
Managing
Director and
Chief Executive
Officer
Richard Jagger
B.Sc.(Hons),
Masters of
International
Business, GAICD
Richard has over 25 years’ experience in the Agricultural
sector, working for Fortune 500 companies around the
world. He managed the introduction of Australia’s first
agricultural biotech products into the cotton sector. Having
worked as a senior executive manager for Monsanto he
has extensive knowledge of the local ag industry, as well as
the major Crop Protection companies globally.
Prior to joining Bio-Gene he co-created the Australian
subsidiary of Sinochem – one of the largest Crop Protection
companies in China – in the role of Managing Director.
He was previously a board member of Crop Life Australia,
and is a founding member of Victoria’s Cleantech Cluster,
designed to support, consolidate and promote clean,
sustainable technology for use around the world. Richard is
also a director of Agriculture Victoria Services (AVS), which
provides expert IP management, commercialisation, R&D
investment services
collaboration and
to
maximise
impact of the research
capabilities and IP assets of AVR.
technology
the adoption and
Director of Bio-Gene Technology Limited since 26 April
2017.
Other Directorships of listed companies over the past three
years: None.
743,221
2,882,696
489,720
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
12
Particulars of interests in shares and options of
Bio-Gene Technology Limited
LSP Shares
(Vested)*
LSP Shares
(Not Vested)*
Shares
60,000
-
-
436,500
-
-
DIRECTORS’ REPORT
Name and
Position
Non-Executive
Director
Peter Beetham
BSc (Hons), PhD
Member of
Remuneration &
Nomination
Committee
Non-Executive
Director
James Joughin
B.Bus, CPA,
GAICD
Chair of Audit &
Risk Committee
Member of
Remuneration &
Nomination
Committee
Qualifications and Experience
Peter has over 30 years of experience in the bio-agriculture
community, with a passion for moving technology to
commercial application. He is currently the President and
CEO of Cibus Global, LLC. As co-founder of Cibus, he has
taken a lead role in developing the core gene editing
technologies associated with the proprietary Rapid Trait
Development System (RTDS™).
Peter has spent more than three decades in agricultural
research, with direct experience in areas including plant
biotechnology, precision gene-editing and the applications
of novel breeding technologies. Early in his career he was
also involved in the introduction of improved root crops to
many countries in Southeast Asia and the South Pacific.
Prior to joining Cibus, he was Research Director of the Plant
and Industrial Products Division at ValiGen, formerly
Kimeragen, Inc. At Cibus he has led the scientific and
regulatory endeavours that have led to the launching of
Cibus’ first products in USA. More recently he was tasked
with taking Cibus to the next level of growth as a growth
stage commercial company leading the way for licensing of
gene edited traits to leading global seed companies.
Peter received his Ph.D. in Plant Molecular Virology from
QUT in Brisbane, Australia and is a BSc (Hons) graduate of
Monash University, Melbourne, Australia. Dr Beetham has
the
authored many scientific publications
pioneering publications for gene-editing starting in 1999. He
has also been a leading author on over 100 patents and
patent applications.
including
Director of Bio-Gene Technology Limited
December 2020 until 22 April 2023.
from 21
Other Directorships of listed companies over the past three
years: None.
James is a highly experienced ASX listed and private
company Director. He is currently the Non-Executive
Chairman at Spirit Technology Solutions Ltd (ASX:ST1)
and a Non-Executive Director at Mydeal.com.au Ltd
(ASX:MYD), Viridian Financial Group Ltd (an unlisted public
company) and Melbourne Institute of Technology Pty Ltd.
Past directorships have included companies in healthcare,
engineering, and veterinary products. Many had direct R&D
activities, ranging from start-ups, listed and not for profit
companies.
Prior to his career as a non-executive director James was a
Partner in a Big 4 accounting professional services firm and
specialised and led the Melbourne office in its corporate
finance section in the areas of mergers & acquisitions,
IPO’s, debt and equity raisings and private equity. He
advised many smaller cap listed companies and has wide
experience across a number of industries.
Director of Bio-Gene Technology Limited from 1 March
2021 until 22 April 2023.
Other Directorships of listed companies over the past three
years: Spirit Technology Solutions Ltd (from June 2016
ongoing) and Mydeal.com.au Ltd (from August 2020
ongoing).
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
13
Particulars of interests in shares and options of
Bio-Gene Technology Limited
LSP Shares
(Vested)*
LSP Shares
(Not Vested)*
Shares
147,059
-
-
7,502,000
-
-
DIRECTORS’ REPORT
Name and
Position
Non-Executive
Director
Andrew Guthrie
B. AgSci (Hons),
GAICD
Chair of Audit &
Risk Committee
Member of
Remuneration &
Nomination
Non-Executive
Director
Alex Ding
BComm, LLB
(UNSW), LLM
(USyd)
Qualifications and Experience
Andrew has dedicated his career to agriculture and worked
for 32 years with one of the world’s leading agriculture
companies, Syngenta, and predecessor companies around
the world. After building his early career in sales, marketing
and supply chain roles in Australian agriculture, Andrew
spent 20 years working internationally with assignments in
the United Kingdom, Switzerland, Hong Kong, Singapore,
Thailand, Japan and China. He gained significant
experience in diverse cultural environments that require
broad leadership skills. Andrew spent most of his senior
leadership years with Syngenta in Asia, as Regional
Director for Asia Pacific, before he was promoted to lead
Syngenta’s multi-billion dollar business in Europe, Africa
and the Middle East.
led business growth
During his career, Andrew
in
developed and emerging markets by creating country
operating businesses with the right culture, capability,
people and business strategies to access attractive market
segments that constituted tens of millions of grower
customers in some countries. Andrew has a strong
understanding of corporate governance and the risk
management required to successfully grow business in
emerging markets.
Andrew was a member of Syngenta’s Global Crop
Protection Leadership team that was responsible for
business strategy that leveraged Syngenta’s extensive
research and development capability to invent, gain
regulatory approval and launch new products, including
insecticides, to agricultural markets globally.
In 2019 he retired from executive management roles and
now acts as a company director and mentor.
Director of Bio-Gene Technology Limited since 26 April
2021.
Other Directorships of listed companies over the past three
years: None.
large ASX, LSE and US
Alex was a partner at two leading Australian law firms, and
is a recognised expert in mergers and acquisitions, capital
markets, and general corporate and governance law. He
has advised many
listed
companies, foreign government controlled entities and
substantial private companies and funds on acquisitions,
divestments, corporate finance transactions, joint venture
arrangements, restructurings, corporate governance and
disputes strategy. He has been named on The Best
Lawyers in Australia list, and has over 25 years of
experience as a corporate lawyer.
Director of Bio-Gene Technology Limited since 12 May
2023.
Other Directorships of listed companies over the past three
years: None.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
14
Particulars of interests in shares and options of
Bio-Gene Technology Limited
LSP Shares
(Vested)*
-
LSP Shares
(Not Vested)*
-
Shares
-
461,889
1,320,316
162,326
DIRECTORS’ REPORT
Name and
Position
Non-Executive
Director
Christopher
Ramsey
BRuSc UNE
Armidale, GradDip
Agribusiness
Monash Uni
Executive
Director –
Research &
Development
Peter May
B.App.Sc (Rural
Technology)
(Hons), MBA,
GAICD, AFAIM
Qualifications and Experience
Christopher has over 30 years experience in the agricultural
sector across business start up, development, marketing
and broader agronomy. He has held leadership roles in
Bayer, BASF and Nufarm among others, operating in both
technical and managerial roles. Chris brings with him
significant experience across customer engagement and
product marketing and has a history of partnership
development and sourcing after having spent the earlier
years of his career in technical agricultural roles. Chris
currently acts as non-executive director of North West
Phosphate, a phosphate exploration and production
business and principal director of a boutique agribusiness
consulting firm. Chris holds a BSc (Honours) in Rural
Sciences and a GradDip in Agribusiness.
Director of Bio-Gene Technology Limited since 12 May
2023.
Other Directorships of listed companies over the past three
years: None.
Peter’s career has included over 20 years of experience in
the Australian and international crop protection and pest
management markets with companies Orica and Crop Care
(now part of Nufarm). In 2001, he founded Xavca Pty Ltd,
providing marketing & consultancy services to mainly
international clients including Syngenta and Sorex (now
part of BASF). In 2008 Peter joined BioProspect Limited
(ASX: BPO) as Chief Executive Officer and subsequently
was appointed Non-Executive Director and then Non-
Executive Chairman of that company.
Peter is a graduate member of the Australian Institute of
Company Directors (AICD) and member of the Australian
Environmental Pest Managers Association (AEPMA) and
the Mosquito Control Association of Australia (MCAA).
Peter holds a Bachelor of Applied Science (First Class
Honours) from the University of Queensland, and a MBA
from the Queensland University of Technology.
Director of Bio-Gene Technology Limited since 29 May
2015.
Other Directorships of listed companies over the past three
years: None.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
15
Particulars of interests in shares and options of
Bio-Gene Technology Limited
Shares
LSP Shares
(Vested)*
LSP Shares
(Not Vested)*
258,271
857,889
108,224
214,000
-
-
DIRECTORS’ REPORT
Name and
Position
Qualifications and Experience
Chief Financial
Officer and
Company
Secretary
Roger has more than 25 years’ experience in senior finance
roles in a wide variety of industries. His early career
included working with a Chartered Accounting practice and
two years with the Australian Taxation Office.
Roger McPherson
B.Bus, CPA,
GAICD
Prior to Bio-Gene, Roger was CFO and Company Secretary
for a number of SMEs both listed and unlisted including
Patrys Limited, TPI Enterprises Ltd and eChoice Home
Loans. In these roles he was responsible for all financial
affairs and corporate administration as well as assisting in
investor relations activities. He has over 20 years of
biotechnology and pharmaceutical experience.
Chief Financial
Officer,
Company
Secretary and
Investor
Relations Officer
Rod Valencia
B Bus,
B Economics,
CA, MBA
In addition to his role with Bio-Gene, Roger also provides
CFO services to other unlisted entities.
Roger ended his contract on the 30 June 2023.
in
Rod is an Australian Chartered Accountant and London
Business School MBA with more than twenty-years of
experience working as a senior professional
for
multinational companies such as Shell, McDonald´s, Ernst
& Young and SPC Ardmona (Coca Cola) in South America,
Australia, and the Middle East. His career encompasses
organisational
strategic management,
leading
transformations, financial management and information
technology, delivering sustainable results, and growing
both large and small organisations through delivery of
service, excellence, and advice. Additionally, Rod also
manages his private early stage investment company
Beltramin Investments and has been intimately involved in
a range of ASX companies as an investor over the past 10
years. Pleasingly Rod has been an investor in Bio-Gene for
several years.
Appointed on the 24 April 2023.
*Shares issued under the Loan Share Plan do not vest on issue and are subject to a number of restrictions refer Note 13(c) for details.
No member of Key Management Personnel hold Options in the Company.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
16
DIRECTORS’ REPORT
REMUNERATION REPORT
Introduction
This Remuneration Report for the year ended 30 June 2023 outlines the remuneration arrangements in place for the key management
personnel (‘KMP’) of Bio-Gene Technology Limited which comprises all Directors (executive and non-executive) and those executives
who have authority and responsibility for planning, directing and controlling the activities of the Company.
The remuneration report is set out under the following main headings:
A. Key management personnel
B. Remuneration governance
C. Principals used to determine the nature and amount of remuneration
D. Details of remuneration
E. Service Agreements
F. Share-based compensation to Directors and key management personnel
G. Additional disclosures relating to Directors and key management personnel
A) Key management personnel
The following individuals were classified as KMP during the 2023 financial year and unless otherwise indicated were classified as KMP
for the entire year.
(a) Directors
(i) Non-executive Chairman
Mr. Robert Klupacs
(ii) Managing Director and Chief Executive Officer
Mr. Richard Jagger
(iii) Executive Directors
Mr. Peter May (Executive Director Research & Development)
(iv) Non-executive Directors
Dr. Peter Beetham
Mr. James Joughin
Mr. Andrew Guthrie
Mr. Alex Ding
Mr. Christopher Ramsey
(b) Executives
The following people were the executives with the greatest authority for the strategic direction and management of the group (“other key
management personnel”) during the financial period:
Mr. Rod Valencia (Chief Financial Officer, Company Secretary and Investor Relations Officer)
Mr Roger McPherson (Chief Financial Officer and Company Secretary)
B) Remuneration governance
Role of Remuneration and Nomination Committee (Committee)
The Company has adopted various Corporate Governance charters and policies including a Remuneration & Nomination Committee
Charter. The Charter includes principles for establishing appropriate remuneration policies and levels including incentive policies for
directors and senior executives and ensuring that senior executives are being rewarded commensurate with their responsibilities and the
market. Further information on the Committee’s role and responsibilities is contained in its Charter which is available on the Company’s
website at https://bio-gene.com.au.
The Committee is Chaired by Robert Klupacs. The other Non-executive Directors of the Board (Dr. Peter Beetham, Mr James Joughin
and Mr. Andrew Guthrie) are all members of the Committee.
The Committee is authorised by the Board to obtain outside independent professional advice with relevant experience and expertise. No
advice as to specific remuneration levels nor actual remuneration recommendations were provided by independent consultants during the
year.
During the 2018 financial year and continuing into the 2019 financial year, the non-executive Chairman and Directors of the Company
worked closely with Madison Partners (an independent professional advisory firm specialising in remuneration issues) and in conjunction
with the Managing Director developed the Executive Remuneration Strategy and Structure which is outlined below.
The Committee commenced a review of the remuneration arrangements in the 2023 financial year. The Board believes the Remuneration
Strategy and Structure to be appropriate and effective in that it needs to create goal congruence between directors, executives and
shareholders.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
17
DIRECTORS’ REPORT
C) Principals used to determine the nature and amount of remuneration
Executive remuneration strategy and structure
The Company’s remuneration strategy is founded on the objective of aligning remuneration with the interests of the Company’s
shareholders by providing market competitive remuneration arrangements that attract, incentivise and retain quality personnel and which
encourage and promote achievement of the Company’s short and medium term strategic objectives consistently with the Company’s
longer term corporate goals.
The remuneration strategy is underpinned by a remuneration structure comprising fixed remuneration, a short-term incentive and long-
term incentive as described below:
Fixed Remuneration (“FR”)
FR consists of base salary and statutory superannuation contributions in recognition of day-to-day accountabilities. KMP and other
personnel may elect to have specific benefits provided out of fixed remuneration on a total employment cost basis, that is, the cost of the
benefit along with any costs of providing the benefit such as fringe benefits tax are deducted from pre-tax salary.
Short-Term Incentive (‘STI’)
The STI is now a cash based plan that involves linking the achievement of specific financial and non-financial stretch targets using a
balanced scorecard approach with the opportunity to earn an annual incentive up to a maximum set percentage of total remuneration.
Long-Term Incentive (‘LTI’)
The LTI plan was an equity based plan which was intended to provide the opportunity to earn incentives over the medium and longer term
based on the achievement of the Company’s strategic goals and the creation of shareholder value measured in terms of share price
growth.
Total Remuneration refers to the aggregate of the above remuneration components. Remuneration mix refers to the proportion of Total
Remuneration that each remuneration component makes up. The mix of remuneration components within the Company’s remuneration
structure is as follows:
Component
CEO
Executive Team
Senior Managers
Fixed remuneration
Short-term incentive
Long-term incentive
50%
70%
70%
25%
15%
15%
25%
15%
15%
Executive remuneration components
Fixed Remuneration (“FR”)
Fixed pay is set with reference to the assessment of the external market for comparable roles having regard to relevant industries and the
relative stage of an organisation’s business life-cycle taking into consideration the size and complexity of the role and the skills and
experience of the incumbent.
Short-Term Incentive (‘STI’)
Under the STI, executives and other personnel were awarded cash having regard to the short-term incentive proportion of their total
remuneration (the STI value) and the extent to which performance has been achieved against stretch targets over the financial year.
Performance is determined by assessing actual performance against targets across a number of financial and non-financial dimensions
as described in the table below. The team are measured as a group using these criteria as it is considered key to encouraging a team
approach to achieving the Company’s objectives.
Component
Customers and partners
Intellectual property and technology enabling
Corporate overarching (including funding)
40%
20%
40%
100%
The STI Value is determined by applying the team’s performance out of 100% to the team’s maximum potential STI amount. The STI
Value (subsequent to assessment and approval) is then delivered immediately in cash.
Long-Term Incentive (‘LTI’)
Under the LTI, executives and other personnel will be awarded equity under an equity plan, having regard to the long-term incentive
proportion of total remuneration (the LTI value). The LTI value will be satisfied with the issue of equity and this equity will then be tested
against specific performance conditions in future years to determine whether the equity vests.
The Company does not currently have an approved Equity Plan in place. The Board is working on a proposal in respect of the 2024
financial year which will incentivise executives and other personnel and ultimately result in an increase in the share price if successful. It
is planned to seek shareholder approval for this proposal at the 2023 Annual General Meeting.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
18
DIRECTORS’ REPORT
Performance and remuneration outcomes
The tables below provide a summary of the STI key balanced scorecard objectives and outcomes for the year ended 30 June 2020. The
objectives are agreed with the Board at the beginning of each financial year and are designed to focus executives on delivering against
agreed priorities.
The Non-executive Directors conduct an assessment of performance of objectives to determine outcomes based on the measures
previously set by the Board
Component
Customers and partners
Intellectual property and technology enabling
Corporate overarching (including funding)
Percentage of Scorecard
40%
20%
40%
100%
Outcomes
40%
14%
40%
94%
Both components of the LTI were tested at 30 June 2023. As the Company entered into two commercial agreements at that date the LTI
Type 1 shares issued in respect of the 2020 financial year were vested.
Accordingly, the impact of these items is reflected in the STI outcome. The table below summarises the remuneration outcomes for
executives under the Company’s STI and LTI programs having regard to the performance outcomes outlined above.
2023
Name
Richard Jagger
Peter May
Roger McPherson
Total
Maximum
STI
% of TR
%
25
15
15
STI
Actual STI
% of TR
%
10
6
6
LTI
Max STI
Value
Actual STI
Payable
in Cash
LTI Type
1 Shares
Vested
LTI Type
2 Shares
Cancelled
$
$
No.
No.
177,459
70,984
813,502
47,058
27,886
18,823
269,650
11,155
179,778
252,403
100,962
1,262,930
-
-
-
-
Non-executive director remuneration
The Company’s remuneration strategy regarding non-executive directors is that remuneration for non-executive directors should be
sufficiently competitive to attract and retain individuals of calibre that have the skills and experience to contribute towards a Board that will
drive the Company towards achievement of shareholder aligned objectives whilst fulfilling its governance role of prudential oversight.
Following on from the establishment of the Remuneration & Nomination and Audit & Risk Committees in the prior year, effective 1 October
2021, additional fees are provided for Chairing a Committee ($5,000) and membership of a Committee ($2,500) in addition to board fees.
At the 2017 Annual General Meeting a Non-Executive Directors’ Fee Pool of $450,000 was approved by shareholders.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
19
DIRECTORS’ REPORT
D) Details of remuneration
Year ended 30 June 2023
Details of the remuneration of each Director of Bio-Gene and the key management personnel (KMP) of the Company are set out in the
following table for the year ended 30 June 2023. As indicated above incentives are dependent upon the attainment of agreed corporate
and individual milestones and all incentives related to the year have been expensed in full over the vesting period.
2023
Name
Executive Directors
Richard Jagger
Peter May
Short-term
employee benefits
Post employment
benefits
Equity-based
payments
Cash
salary &
fees
Cash STI
Non-
monetary
benefits
Super-
annuation
LTI2
LTI3
Total
$
$
$
$
$
$
$
329,731
198,737
61,314
-
25,186
-
31,342
447,573
12,198
-
24,929
-
10,389
246,253
Subtotal Executive Directors
528,468
73,512
-
50,115
-
41,731
693,826
Non-Executive Directors
Robert Klupacs4
Peter Beetham1
James Joughin5
Andrew Guthrie
Alex Ding6
Christopher Ramsey7
Subtotal Non-Executive
Directors
Total Directors
Other KMP
Roger McPherson8
Rod Valencia9
Total Other KMP
Total
75,374
- -
45,497
- -
-
-
- -
75,374
- -
45,497
45,076
- -
4,733
- -
49,809
52,140
- -
5,475
- -
57,615
6,309
- -
662
- -
6,309
- -
662
- -
6,971
6,971
230,705
-
-
11,532
-
-
242,237
759,173
73,512
-
61,647
-
41,731
936,063
102,636
9,445
-
27,500
6,926
146,507
32,532
- -
3,416
- -
35,948
135,168
894,341
9,445
-
30,916
-
6,926
182,455
82,957
-
92,563
-
48,657
1,118,518
1. Mr. Peter Beetham resigned from his role as Non-executive Director on 21st April 2023 and accepted a role as a Scientific Advisor.
2. The loan period for Loan Share Plan shares issued prior to the Company’s IPO in November 2017 was extended from 7 to 10 years
during the 2022 financial year. The additional value of the effected shares is reflected here.
3. The LTI is recognised based on the expected period to vesting of the equity at the date of issue.
4. Mr. Robert Klupacs was appointed as Non-executive Chairman on 26th November 2020.
5. Mr. James Joughin resigned from his role as Non- executive Director on 22nd April 2023.
6. Mr. Alex Ding was appointed as Non-executive Director on 12 May 2023.
7. Mr Christopher Ramsey was appointed as Non-executive Director on 12 May 2023.
8. Mr. Roger McPherson ended in his role as CFO with the company on 30th June 2023.
9. Mr. Rod Valencia was appointed as CFO of the company on 24th April 2023.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
20
DIRECTORS’ REPORT
Details of the remuneration of each Director of Bio-Gene and the key management personnel (KMP) of the Company are set out in the
following table for the year ended 30 June 2022. As indicated above incentives are dependent upon the attainment of agreed corporate
and individual milestones and all incentives related to the year have been expensed in full over the vesting period.
2022
Name
Short-term
employee benefits
Post employment
benefits
Equity-based
payments
Cash
salary &
fees
Cash STI
and LTI1
Non-
monetary
benefits
Super-
annuation
LTI2
LTI3
Total
$
$
$
$
$
$
$
Executive Directors
Richard Jagger
Peter May
317,511
206,557
192,890
54,896
Subtotal Executive Directors
510,401
261,453
Non-Executive Directors
Robert Klupacs4
Peter Beetham
James Joughin
Andrew Guthrie
Subtotal Non-Executive
Directors
Total Directors
Other KMP
Roger McPherson
Total Other KMP
Total
70,950
52,125
51,027
49,315
223,417
-
-
-
-
-
733,818
261,453
113,953
113,953
37,408
37,408
847,771
298,861
-
-
-
-
-
-
-
-
-
-
-
-
13,184
11,484
99,297
661,954
31,981
311,756
24,668
131,278
973,710
25,405
20,505
45,910
-
-
4,848
4,685
34,458
-
-
-
-
-
-
-
-
105,408
52,125
55,875
54,000
267,408
9,533
34,458
55,443
59,126
131,278
1,241,118
27,500
27,500
82,943
9,299
9,299
21,321
209,481
21,321
209,481
68,425
152,599
1,450,599
1. The 2021 LTI payment was settled in cash in August 2021 as the Company did not have an approved Equity Scheme in place at
that time.
2. The loan period for Loan Share Plan shares issued prior to the Company’s IPO in November 2017 was extended from 7 to 10 years
during the 2022 financial year. The additional value of the effected shares is reflected here.
3. The LTI is recognised based on the expected period to vesting of the equity at the date of issue.
4. Mr. Robert Klupacs was appointed as Non-executive Chairman on 26 November 2020.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
21
DIRECTORS’ REPORT
E) Service agreements
The terms of employment for the Non-Executive Chairman, Managing Director and Chief Executive Officer, Non-Executive Directors and
other key management personnel are formalised in service agreements. These agreements may provide for the provision of performance
related cash bonuses and the award of equity in the Company.
Robert Klupacs, Non-executive Chairman
➢ Term of Agreement – Commencing from 1 January 2018.
➢ Termination – No terms have been agreed.
➢
➢ Equity – Nil
Incentive – Nil.
Richard Jagger, Managing Director and Chief Executive Officer
➢ Term of Agreement – Commencing from 1 January 2018 and ongoing unless terminated in accordance with its terms.
➢ Base Remuneration – Effective 1 July 2022 $354,918 per annum on a fulltime basis, subject to annual increases at the discretion of
the Board of Directors.
➢ Termination – By four months’ notice from either side.
➢ Potential Incentive – Short Term Incentive of up to $177,459 per annum on a fulltime basis and Long Term Incentive of up to $177,459
on a full time basis subject to achievement of performance targets and at the discretion of the Board of Directors.
➢ Equity – The Director shall be entitled to participate any Employee Equity Plans of the Company.
Peter Beetham, Non-executive Director
➢ Term of Agreement – Commencing from 21 December 2020 and resigned on 22 April 2023.
➢ Termination – No terms have been agreed.
➢
➢ Equity – Nil.
Incentive – Nil.
James Joughin, Non-executive Director
➢ Term of Agreement – Commencing from 1 March 2021 and resigned on 22 April 2023.
➢ Termination – No terms have been agreed.
➢
➢ Equity – Nil.
Incentive – Nil.
Andrew Guthrie, Non-executive Director
➢ Term of Agreement – Commencing from 26 April 2021.
➢ Termination – No terms have been agreed.
➢
➢ Equity – Nil.
Incentive – Nil.
Alex Ding, Non-executive Director
➢ Term of Agreement – Commencing from 12 May 2023.
➢ Termination – No terms have been agreed.
➢
➢ Equity – Nil.
Incentive – Nil.
Christopher Ramsey, Non-executive Director
➢ Term of Agreement – Commencing from 12 May 2023.
➢ Termination – No terms have been agreed.
➢
➢ Equity – Nil.
Incentive – Nil.
Peter May, Executive Director, Research & Development
➢ Term of Agreement – Commencing from 1 January 2018 and ongoing unless terminated in accordance with its terms.
➢ Base Remuneration – Effective 1 July 2022 $244,006 per annum on a fulltime basis, subject to annual increases at the discretion of
the Board of Directors. Currently working on the basis of 90% of a full time equivalent.
➢ Termination – By two months’ notice from either side.
➢ Potential Incentive – Short Term Incentive of up to $52,286 per annum on a fulltime basis and Long Term Incentive of up to $52,286
on a full time basis subject to achievement of performance targets and at the discretion of the Board of Directors.
➢ Equity – The Director shall be entitled to participate any Employee Equity Plans of the Company.
Roger McPherson, Chief Financial Officer and Company Secretary
➢ Term of Agreement – Commencing from 1 January 2018 and finalised on 30 June 2023.
➢ Base Remuneration – Effective 1 July 2022 $244,006 per annum on a fulltime basis, subject to annual increases at the discretion of
the Board of Directors. From 1 March 2023 moved from 60% to 40% of a full time equivalent.
➢ Potential Incentive – Short Term Incentive of up to $46,477 per annum on a fulltime basis and Long Term Incentive of up to $46,477
on a full time basis subject to achievement of performance targets and at the discretion of the Board of Directors.
➢ Equity – The Executive shall be entitled to participate any Employee Equity Plans of the Company.
Rod Valencia, Chief Financial Officer, Company Secretary and Investor Relations Officer
➢ Term of Agreement – Commencing from 24 April 2023.
➢ Base Remuneration – Effective from 24 April $175,000 plus superannuation per annum on a fulltime basis, subject to annual increases
at the discretion of the Board of Directors.
➢ Termination – By two months’ notice from either side.
➢ Potential Incentive – Short Term Incentive of up to $35,000 per annum on a fulltime basis. Long Term Incentive will be based on
company’s incentive plan once approved by shareholders.
➢ Equity – The Executive shall be entitled to participate any Employee Equity Plans of the Company.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
22
DIRECTORS’ REPORT
F) Share-based compensation to Directors and key management personnel
(i) General overview
The Company issues equity to Directors, employees and key consultants under the Loan Share Plan (LSP). Under the plan, participants
are issued with equity to foster an ownership culture to motivate Directors, employees and consultants to achieve performance targets of
the Company. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to
receive any guaranteed benefits.
The LSP was re-approved at the 2019 Annual General Meeting. Only Australian residents are eligible to participate in the plan. The plan
allows non-recourse, interest free loans to be provided to eligible participants to acquire shares under the plan. If and when an issue is
made involving an interest free-loan, it is treated as an in-substance grant of options and expensed over the vesting period because of
the limited recourse nature of the loans.
Generally, except for shares issued as part of the annual short-term incentive arrangements, shares issued under the plan will vest over
a three year period. The shares are acquired in the name of the participant and each participant authorises and appoints the Company
Secretary to act on their behalf. Any dividends paid on the shares are used to repay the loan. In all other respects the shares issued
under the LSP carry the same rights as other ordinary shares on issue.
If the participant leaves the Company, any shares that have not vested will be brought back by the Company and cancelled along with the
loan. In respect of shares that have vested the loan balance must generally be paid in full within six months of termination or the shares
will be sold and the proceeds applied to settle the loan balance. The issue price of the shares in the Company held under LSP is not
included in equity until the loan has been repaid.
In accordance with the rules of the LSP the Board has the ability to vary the terms in respect of issues in circumstances it considers
appropriate. The valuations of shares issued under the LSP are determined by using an industry standard pricing model taking into
account the terms and conditions upon which the instruments were issued.
Participants are not permitted to enter into transactions which limit the economic risk of participating in the plan other than as described
above as the LSP allows participants access to a limited recourse loan to fund the acquisition of any shares issued under the LSP.
The terms and conditions of each issue of equity affecting remuneration of Directors and key management personnel in this or future
reporting periods are as follows:
Issue date
No. of shares
Loan expiry
date
Vesting
date
Issue price
$
29/06/20151
30/06/20161
11/05/20171
11/05/20171
26/07/20171
26/07/20171
01/11/2019
30/07/2020
2,500,000
416,000
812,500
812,500
187,500
187,500
2,201,972
1,262,930
29/06/2025
30/06/2026
11/05/2027
11/05/2027
26/07/2027
26/07/2027
01/11/2026
30/07/2027
29/06/2015
30/06/2016
11/11/2017
11/05/2018
26/01/2018
26/07/2018
30/06/2022
30/06/2023
0.050
0.050
0.092
0.092
0.140
0.140
0.150
0.134
Fair value per
share at issue
date
$
0.0340
0.0334
0.0622
0.0622
0.0922
0.0894
0.0789
0.0843
Date first
available to
deal with
29/06/2015
30/06/2016
11/11/2017
11/05/2018
26/01/2018
26/07/2018
30/06/2022
30/06/2023
1. The loan period for Loan Share Plan shares issued prior to the Company’s IPO in November 2017 was extended from 7 to 10 years
during the 2022 financial year. The additional value of the effected shares included in the 2022 Financial Report was $68,425.
(ii) Equity issued to Directors and key management personnel
Details of equity issued in the Company provided as remuneration to each Director and the key management personnel of the Company
are set out below. When vested, prior to the Director or key management personnel being able to deal with each share, the loan advanced
to acquire the share under the LSP must be repaid.
The assessed fair value at the date of issue of the equity instruments is allocated over the period from issue date to vesting date, and this
amount is included in the remuneration tables above. Fair values at issue date are determined using a binomial option pricing model that
takes into account the amount of loan, the term of the loan, the share price at issue date and expected price volatility of the Bio-Gene
shares, the expected dividend yield and the risk-free interest rate for the term of the loan.
Further information on the shares issued under the LSP, including factors and assumptions used in determining fair value is set out in
Note 13 to the financial statements.
Details of shares that have been issued and vested in this or the previous year are outlined in the table below. The tables only include
transactions whilst a member of the key management personnel.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
23
DIRECTORS’ REPORT
Name
Shares issued during the year
Shares vested during
the year
2023
2022
2023
2022
Number
Loan per
share$
Number
Loan per
share$
Number
Number
Directors
Robert Klupacs
Richard Jagger
Peter Beetham
James Joughin
Andrew Guthrie
Donald Brumley
Kevin Rumble
Peter May
Alex Ding
Christopher Ramsey
Other key management personnel
Roger McPherson
Rod Valencia
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
813,502
-
-
-
-
-
269,650
-
-
179,778
-
-
-
-
-
-
-
-
-
-
-
-
-
Refer to Section C of this Remuneration Report for details of the performance criteria that need to be met in relation to the shares issued
above. Participants need to be appointed as a Director or employed by the company at the vesting date. Unvested shares are brought
back by the Company at the cessation of appointment or employment at the issue price.
G) Additional disclosures related to Directors and key management personnel
(i) Details of remuneration: cash bonuses and shares
Cash bonus Note (vi)
Shares
Name
Year
Accrued
Paid
[%]
Forfeited
[%]
Year
issued
Vested
[%]
Forfeited
Richard Jagger
2018V
2019v1
83
42
17
58
2020v11
59.3
40.7
Robert Klupacs
Peter May
Roger
McPherson
2021viii
2022ix
2023
-
-
-
2018V
2019v1
30
94
40
-
-
-
83
42
70
6
60
-
-
-
17
58
2020v11
59.3
40.7
2021viii
2022ix
2023
2018V
2019v1
30
94
40
83
42
70
6
60
17
58
2020v11
59.3
40.7
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
2017
2019
2020
2021
2022
2023
2015
2016
2017
2015
2016
2017
2019
2020
2021
2022
2023
2018
2019
2020
100
20.6
70
18.2
N/A
N/A
100
100
100
100
100
100
20.6
70
18.2
N/A
N/A
100
20.6
70
%
-
79.4
30
-
N/A
N/A
-
-
-
-
-
-
79.4
30
-
N/A
N/A
-
79.4
30
Financial
years in
which
shares vest
Minimum
total
value of
issue yet
to vest
Note (iii)
Note (v)
Note (vi)
Note (vii)
Note (viii)
Note (x)
Note (i)
Note (ii)
Note (iii)
Note (i)
Note (ii)
Note (iii)
Note (v)
Note (vi)
Note (vii)
Note (viii)
Note (x)
Note (iv)
Note (v)
Note (vi)
$
-
-
-
-
N/A
-
-
-
-
-
-
-
-
-
-
N/A
-
-
-
-
Maximum
total value
of issue
yet to vest
$
-
-
-
137,090
N/A
-
-
-
-
-
-
-
-
-
45,441
N/A
-
-
-
-
24
DIRECTORS’ REPORT
2021viii
2022ix
2023
30
94
40
70
6
60
2021
2022
2023
18.2
N/A
N/A
-
N/A
N/A
Note (vii)
Note (viii)
Note (x)
-
N/A
-
30,926
N/A
-
Notes:
The financial years in which shares vest are 100% in 2015.
(i)
(ii)
The financial years in which shares vest are 100% in 2016.
(iii) The financial years in which shares vest are 100% in 2018.
(iv) The financial years in which shares vest are 50% in 2018 and 50% in 2019.
(v) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They
were also eligible to receive an LTI which is made up of 100% shares. These bonuses were not paid in the 2018 financial year but
an allowance was made for payment of the STI in the 2018 financial year.. The equity based component of the STI vested during
the 2019 year. The LTI shares were all forfeited in the 2022 financial year.
(vi) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They
were also eligible to receive an LTI which is made up of 100% shares, the LTI is made up of 50% shares issued with a non-recourse
loan and 50% shares issued at nominal value. These bonuses were not paid in the 2019 financial year but an allowance was made
for payment of the STI in the 2019 financial year. The equity based component of the STI vested during the 2020 year. LTI shares
issued with the loan vested effective 30 June 2022 with the balance forfeited in the 2023 financial year.
(vii) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They
were also eligible to receive an LTI which is made up of 100% shares, the LTI is made up of 50% shares issued with a non-recourse
loan and 50% shares issued at nominal value. These bonuses were not paid in the 2020 financial year but an allowance was made
for payment of the STI in the 2020 financial year. The equity based component of the STI vested during the 2021 year. The LTI
shares will be tested for vesting at 30 June 2023.
(viii) The executive team were eligible to receive an STI and LTI for the 2022 financial year payable in cash as the Company does not
have an approved Employee Equity Scheme. These bonuses were not paid in the 2022 financial year but an allowance was made
for payment of the STI in the 2022 financial year. The STI and LTI payments were made in the 2023 financial year.
(ix) The executive team were eligible to receive an STI and LTI for the 2022 financial year. The STI is payable in cash. The Company
is planning to seek shareholder approval for an Employee Equity Scheme for the LTI at the 2022 Annual General Meeting. The STI
payment was not made in the 2022 financial year but an allowance was made for the payment of the STI in the 2023 financial year.
This payment will be made in the 2023 financial year.
(x) The executive team were eligible to receive an STI and LTI for the 2023 financial year payable in cash as the Company does not
have an approved Employee Equity Scheme. These bonuses were not paid in the 2023 financial year but an allowance was made
for payment of the STI in the 2023 financial year. The STI and LTI payments will be paid in the 2024 financial year.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
25
DIRECTORS’ REPORT
(ii) Share-based compensation
Further details relating to shares and options are set out below:
A
B
C
D
E
F
Remuneration
consisting of
shares and
options %
Value at
issue date
Value at
loan
repayment
date
Value at
cancellation
date
Total of
columns B-
D
Value of
revaluations
during the
year
$
$
$
$
$
-
7
-
-
-
-
-
4
5
-
33
17
-
-
-
-
-
14
15
- - - - -
-
106,472
(106,472)
-
- - - - -
- - - - -
- - - - -
- - - - -
- - - - -
- - 33,520
(33,520)
-
- - 22,347
(22,347)
-
- - - - -
- - -
-
- -
63,393
(63,393)
34,458
13,184
-
-
-
-
-
-
-
-
-
-
- -
- -
- -
- -
- -
-
-
-
-
-
- - 16,826
- - 14,021
(16,826)
(14,021)
11,484
9,299
Name
2023
Robert Klupacs
Richard Jagger
Peter Beetham
James Joughin
Andrew Guthrie
Alex Ding
Chris Ramsey
Peter May
Roger McPherson
Rod Valencia
2022
Robert Klupacs
Richard Jagger
Peter Beetham
James Joughin
Andrew Guthrie
Donald Brumley
Kevin Rumble
Peter May
Roger McPherson
A = The percentage of the value of remuneration consisting of equity, based on the value at grant date set out in column B.
B = The value at issue date calculated in accordance with AASB 2 “Share-based Payments” of shares and options issued during the
year as part of remuneration. These amounts represent the entire value of the equity issued during the year. The amount
recognised in remuneration is the proportion of the value attributable to the period from issue date to vesting date for equity issued
in the current and prior years.
C = The value at loan repayment date for shares and exercise date of options that were issued as part of remuneration and were repaid
or exercised during the year.
D = The value at cancellation/lapse date of equity that was granted as part of remuneration and that was cancelled or lapsed during the
year.
F = During the year the loan period on shares issued pre the IPO was extended from 7 to 10 years which resulted in a revaluation of
the shares which is included in remuneration in the current year
There were no equity awards under the Company’s STI or LTI for the year ending 30 June 2023 and year ending 30 June 2022.
(iii) Key management personnel equity holdings
Shareholdings
Fully paid ordinary shares and shares under the Loan Share Plan held by key management personnel or their related parties:
2023
Balance at
1 July
Purchased
before
appointment
Purchased
on Market
Forfeited/
Cancelled
Net change
other
Balance at
30 June
Total
vested
No.
No.
No.
No.
No.
No.
30 June No.
Robert Klupacs
Richard Jagger
Andrew Guthrie
Alex Ding
3,956,244
4,870,224
147,059
-
-
-
7,502,000
Chris Ramsey
-
-
-
-
-
-
-
-
- 3,956,244
3,956,244
(754,587)
(754,587)
4,115,637
3,625,917
-
-
-
-
147,059
147,059
7,502,000
7,502,000
7,502,000
- - -
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
26
DIRECTORS’ REPORT
Peter May
2,182,093
Roger McPherson
1,382,759
-
-
Rod Valencia
-
214,000
-
-
-
(237,562)
(237,562)
1,944,531
1,782,205
(158,375)
(158,375)
1,224,384
1,116,160
-
214,000
214,000
214,000
Totals
12,538,379
7,716,000
- (1,150,524)
6,351,476 18,889,855
18,343,585
2022
Balance at
1 July
Purchased
via Share
Placement
Purchased
on Market
Forfeited/
Cancelled
Net change
other
Balance at
30 June
Total
vested
No.
No.
No.
No.
No.
No.
30 June No.
Robert Klupacs
Richard Jagger
Peter Beetham
James Joughin
Andrew Guthrie
Peter May
3,631,244
5,390,531
-
142,382
-
2,302,549
Roger McPherson
1,474,314
300,000
148,000
60,000
294,118
147,059
60,000
58,824
25,000
-
325,000
3,956,244
3,956,244
14,814
(683,121)
(520,307)
4,870,224
1,368,221
-
-
-
-
-
-
-
-
60,000
60,000
294,118
436,500
147,059
147,059
60,000
436,500
147,059
(180,456)
(120,456)
2,182,093
1,057,889
(150,379)
(91,555)
1,382,759
633,271
Totals
12,941,020
1,068,001
39,814
(1,013,956)
93,859 13,034,879
7,659,184
Options
Options held by key management personnel:
At 30 June 2023 no Options were held by the key management personnel.
(iv) Voting and comments made at the company’s 2022 annual general meeting:
Bio-Gene Technology Limited received more than 91.51% of “yes” votes for the adoption of the Remuneration Report for the 2022 financial
year.
The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
END OF REMUNERATION REPORT
Events since the end of the financial year
On the 27 July 2023 760,270 shares related to the Loan Share Plan (LSP) were forfeited and cancelled. The cancellation is following the
“Buy-Back” process as announced on the 7 July 2023.
No other matter or circumstance has arisen since 30 June 2023, other than as disclosed in this report, that has significantly affected or
may significantly affect:
•
•
•
Bio-Gene Technology Limited’s operations in future financial years, or
the results of those operations in future financial years, or
Bio-Gene Technology Limited’s state of affairs in future years.
This report is made in accordance with a resolution of the Directors.
Mr. Robert Klupacs
Chairman
Date: 31 July 2023
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
27
AUDITOR’S INDEPENDENCE DECLARATION TO THE
DIRECTORS OF BIO-GENE TECHNOLOGY LIMITED
Level 5 North Tower E: enquiries@jtpassurance.com.au
485 LaTrobe Street www.jtpassurance.com.au
Melbourne, VIC 3000
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF BIO-GENE TECHNOLOGY LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2023 there have been:
(i)
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
(ii)
No contraventions of any applicable code of professional conduct in relation to the audit.
JTP ASSURANCE
Chartered Accountants
WAYNE TARRANT
Partner
Signed at Melbourne this 31st day of July 2023
ABN: 13 488 640 554. Liability limited by a scheme approved under Professional Standards Legislation
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
28
CORPORATE GOVERNANCE
The Board of Directors of Bio-Gene Technology Limited (Board) is responsible for the corporate governance of the Company. The Board guides
and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are
accountable.
The Board supports the core corporate governance principles published by the ASX Corporate Governance Council (Council). The Company’s
corporate governance framework is designed to comply with the Council's principles whilst being relevant, efficient and cost effective for the
current stage of the Company’s development.
The Corporate Governance Statement contains certain specific information and discloses the extent to which the Company has followed the
Council’s principles during the 2023 financial year. Bio-Gene's Corporate Governance Statement is structured with reference to the ASX
Corporate Governance Principles and Recommendations 4th Edition and can be found on the Bio-Gene website at:
http://bio-gene.com.au/investors/governance/.
The Board will continue its ongoing review process to ensure that the model is relevant, efficient and cost effective to the Company and its
shareholders.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
29
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
Revenues from continuing operations
Other income
Expenses from continuing operations
Research & Development
Commercialisation Expenses
Management Administration Expenses
Directors Expenses
Professional Services
Intellectual Property
Depreciation & Amortisation
Other Expenses
Note
3(a)
3(b)
3(c)
2023
$
149,232
532,058
681,290
2022
$
445,726
493,392
939,118
(1,978,888)
(1,898,669)
(306,854)
(200,198)
(277,533)
(204,436)
(267,978)
(45,296)
(495,889)
(423,951)
(243,554)
(270,134)
(288,805)
(223,625)
(43,515)
(461,058)
Loss from continuing operations before tax
Income tax (expense)
(3,095,782)
(2,914,193)
1(o)
-
Loss for the year from continuing operations after income tax
(3,095,782)
(2,914,193)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
-
Total comprehensive loss for the year attributable to members of
the Company
(3,095,782)
(2,914,193)
Earnings per share:
Basic loss per share - from continuing operations
Diluted loss per share - from continuing operations
4
4
(1.85¢)
(1.90¢)
(1.85¢)
(1.90¢)
The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
30
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Employee benefits
Financial liabilities
Total current liabilities
Non-current liabilities
Employee benefits
Financial liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
2023
$
2022
$
5
6
7
8
9
10
11
12
11
12
2,990,527
6,341,881
445,550
144,389
438,167
223,044
3,580,466
7,003,092
14,639
240,128
254,767
22,993
277,070
300,063
3,835,233
7,303,155
311,960
261,913
-
520,980
413,247
75,000
573,873
1,009,227
40,011
-
40,011
25,455
-
25,455
613,884
1,034,682
3,221,349
6,268,473
13
14(a,b)
14(c)
19,545,553
19,545,553
1,108,114
1,221,795
(17,432,318)
(14,498,875)
3,221,349
6,268,473
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
31
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Fully paid
ordinary
shares
Share option
reserve
Share loan
plan reserve
Accumulated
losses
Total
2023
$
$
$
$
$
At 1 July 2022
19,545,553
289,663
932,132
(14,498,875)
6,268,473
Loss for the period
Other comprehensive income
Total comprehensive
income/(loss) for the year
Transactions with owners in their
capacity as owners:
Issued capital
Transaction costs related to
shares issued
Re-allocation of value of equity
on forfeiture of loans on shares
Cost of share-based payment
14(a,b)
-
-
-
-
-
-
(3,095,782)
(3,095,783)
-
-
- - -
(3,095,782)
(3,095,783)
-
-
-
-
-
-
-
-
-
-
-
(162,339)
162,339
-
-
-
-
48,658
-
48,658
At 30 June 2023
19,545,553
289,663
818,451
(17,432,318)
3,221,349
2022
$
$
$
$
$
At 1 July 2021
15,062,071
57,681
805,648
(11,679,222)
4,246,178
Loss for the period
Other comprehensive income
Total comprehensive
income/(loss) for the year
Transactions with owners in their
capacity as owners:
Issued capital
Transaction costs related to
shares issued
Re-allocation of value of equity
on forfeiture of loans on shares
Cost of share-based payment
14(a,b)
-
-
-
4,719,310
(235,828)
-
-
At 30 June 2022
19,545,553
-
-
-
-
-
-
-
-
-
-
-
(2,914,193)
(2,914,193)
-
-
(2,914,193)
(2,914,193)
-
-
4,719,310
(235,828)
(94,540)
94,540
-
231,982
289,663
221,024
-
453,006
932,132
(14,498,875)
6,268,473
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
32
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees inclusive of GST
Interest received
R&D tax incentive
Government grants
Other income
Interest paid
Net cash used in operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
Payments for security deposits
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payment for share issue expenses
Repayment of financial liabilities
Repayments of lease liabilities
Note
2023
$
2022
$
149,232
465,726
(3,957,023)
(3,026,532)
85,341
445,846
-
250
-
53,019
514,050
-
781
-
(3,276,354)
(1,992,956)
15(c)
15(b)
-
(6,840)
-
-
-
-
-
(6,840)
-
4,719,310
-
(235,828)
12
(75,000)
(75,000)
15(c)
- -
Net cash provided by financing activities
(75,000)
4,408,482
Net increase in cash and cash equivalents
Cash and cash equivalent at beginning of year
(3,351,354)
6,341,881
2,408,686
3,933,195
Cash and cash equivalents at end of year
15(a)
2,990,527
6,341,881
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
33
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Introduction
The financial report covers Bio-Gene Technology Limited (“Bio-Gene” or “Company”), as an individual entity.
Bio-Gene is a listed public company limited by shares, incorporated and domiciled in Australia. The presentation currency and functional
currency of the Company is Australian dollars.
The principal activity of the Company during the financial year was developing insecticides/pesticides.
The Registered office address of the Company is Quinert Rodda and Associates, Level 6, 400 Collins Street, Melbourne, Victoria 3000.
The financial report was authorised for issue by the Board of Directors of Bio-Gene on the date shown on the Declaration by Directors
attached to the Financial Statements.
Note 1: Statement of significant accounting policies
The principal accounting policies which have been adopted in the preparation of these financial statements are set out below.
a) Statement of compliance
The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001,
Australian Accounting Standards and Interpretations, and complies with other requirements of the law. Bio-Gene is a for-profit entity for
the purpose of preparing these financial statements.
These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting
Standards Board (IASB).
b) Basis of preparation
The financial report has been prepared on an accruals basis and are based on historical cost, except for the revaluation of certain non-
current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts
are presented in Australian dollars unless otherwise noted. All values are rounded to the nearest dollar.
The accounting policies have been consistently applied and, except where there is a change in accounting policy, are consistent with
those of the previous year.
c) Going concern
During the financial period ended 30 June 2023 the Company incurred an operating loss of $3,095,782 (2022: $2,914,193) and a negative
cash outflow from operating activities of $3,276,354 (2022: $1,992,956).
The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity
and the realisation of assets and the settlement of liabilities in the normal course of business. The ability of the Company to continue as
a going concern is dependent on securing additional funding through new or existing investors to fund its operational and marketing
activities. These conditions indicate a material uncertainty that may cast a significant doubt about the entity’s ability to continues as going
concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Directors believe that the Company will continue as going concern. As a result, the financial statements have been prepared on a
going concern basis. However, should the future fundraising be unsuccessful, the entity may not be able to continue as a going concern.
No adjustments have been made relating to the recoverability and classification of assets and liabilities that might be necessary should
the Company not continue as going concern.
d) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing
equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the year. Shares issued under the Loan Share Plan and options issued under the
Employee Share Option Plan are excluded from this calculation. Refer to Note 4 for further details.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income
tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of
additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. Shares
issued under the Loan Share Plan and options issued under the Employee Share Option Plan are excluded from this calculation. Refer
to Note 4 for further details.
e) Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described below, management is required to make judgements,
estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
34
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the
circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision
affects both current and future periods.
Judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the financial
statements concerns management’s review of finite life intangibles for indicators of impairment. The carrying amount of intangibles at 30
June 2023 is $240,128 (2022: $277,070). Refer to Note 9 for details of the assumptions made on the carrying value of Intangibles.
At each reporting period the Company assesses whether finite life intangibles have suffered any impairment in accordance with the
accounting policy stated in Note 1(h).
The Going Concern assumption also requires significant estimates, mainly in relation to expected cash inflows and outflows from various
alternatives available to the Company.
Other areas that require significant judgement and key assumptions include share based payments, which are calculated at fair value
using industry standard option pricing models, and the estimated useful life of intangibles, which is based understanding of competitive
forces, and general familiarity with the market.
There have been no other significant judgments made in applying accounting policies that the Directors consider would have a significant
effect on the amounts recognised in the financial statements. There have been no key assumptions made concerning the future, and
there are no other key sources of estimation uncertainty at the reporting date, that the Directors consider would have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
f) Property, plant and equipment
The purchase method of accounting is used for all acquisitions of assets. Cost is measured as the fair value of the assets given up,
shares issued or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition.
Property, plant and equipment is recognised at cost and are depreciated over their estimated useful lives using the straight-line method.
The expected useful life for property, plant and equipment is:
➢ Computer equipment – 2 years; and
➢ Plant and equipment – 10 years.
Profits and losses on disposal of plant and equipment are taken into account in determining the result for the year.
Impairment
The carrying values of plant and equipment are reviewed for impairment at each reporting date with recoverable amount being estimated
when events or changes in circumstances indicate that the carrying value may be impaired. Impairment exists when the carrying value
of an asset exceeds its estimated recoverable amount. The asset is then written down to its recoverable amount.
Impairment losses are recognised in the statement of profit or loss and other comprehensive income.
g)
Intangible assets
Licences
Licences have a finite useful life and are carried at cost less accumulated amortisation and impairment losses.
Amortisation is calculated using the straight-line method, over the assets estimated useful lives of 20 years.
h)
Impairment of non-financial assets
Intangible assets that have an indefinite useful life and intangible assets not yet available for use are not subject to amortisation and are
tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired.
Other non-financial assets are tested for impairment whenever events or changes in circumstances indicate the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount may not be recoverable.
At each reporting date, the Company reviews the carrying amounts of its finite life tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.
i) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, held at call with financial institutions, and other short-term deposits with an insignificant
risk of change in value.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
35
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
j)
Trade and other receivables
Trade receivables and other receivables represent the principal amounts due at reporting date less, where applicable, any provision for
doubtful debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Debts which are known
to be uncollectable are written off. All trade receivables and other receivables are recognised at the amounts receivable as they are due
for settlement within 90 days.
k) Research and development costs
Research and development expenditure is expensed as incurred except to the extent that its future recoverability can reasonably be
regarded as assured, in which case it is deferred and amortised on a straight line basis over the period in which the related benefits are
expected to be realised.
The carrying value of development costs that have been capitalised are reviewed for impairment annually when the asset is not yet in use
or when an indicator of impairment arises during the reporting year indicating that the carrying value may not be recoverable.
l)
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, and annual leave and long service leave expected to be settled within
12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Long-term employee benefits
Liabilities for annual leave and long service leave that are not expected to be settled wholly within 12 months of the reporting date are
measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting
date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the end of the reporting period of the corporate bonds.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
m) Share based payments
Equity settled share based payments with employees, key consultants providing similar services and Directors are measured at fair value
at the date of issue. Fair value is measured by use of industry standard pricing models. The expected life used in the model has been
adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The fair value determined at the issue date of the equity settled share based payments is expensed on a straight line basis over the
vesting period, based on the entity’s estimate of shares that will eventually vest.
For cash settled share based payments, a liability equal to the portion of the goods or services received is recognised at the current fair
value determined at each reporting date.
n) Provisions
Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of a past event, it is probable the
Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount
recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking
into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using
a current pre-tax rate specific to the liability.
ANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 – CONTINUE
o)
Income taxes
Income taxes are accounted for using the comprehensive statement of financial position liability method whereby:
➢
➢
➢
➢
the tax consequences of recovering (settling) all assets (liabilities) are reflected in the financial statements;
current and deferred tax is recognised as income or expense except to the extent that the tax relates to equity items or to a business
combination;
a deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available to realise the asset; and
deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the
liability settled.
Unused tax losses for which no deferred tax asset has been recognised are $12,261,941 (2022: $9,665,698) resulting in a potential tax
benefit at 25.0% of $3,065,485 (2022: $2,416,425), current financial year tax lodgement is in progress. The unused tax losses were
incurred as part of the company’s research and development activities. They can be carried forward indefinitely provided that the Company
satisfies the “same business” or “continuity of ownership” tests.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
36
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
p)
Issued capital
Ordinary shares are classified as equity (Note 13).
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity
instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity
instruments and which would not have been incurred had those instruments not been issued.
q) Revenue recognition
Licence and option fee revenue
Licence and option fee revenue is recognised in accordance with the underlying agreement. Licence and options fees are recognised in
accordance with AASB15 Revenue from Contracts with Customers. The core principle of AASB15 is that revenue is recognised on a basis
that reflects the transfer of promised goods or services to customers at an amount that reflects the consideration the Company expects
to receive in exchange of those goods and services.
Research collaboration receipts
Research collaboration receipts are recognised in accordance with the underlying agreement. Payments are brought to account as
revenues at the time that the relevant milestone has been achieved.
Interest income
Interest income is recognised on a time proportion basis using the effective interest method.
When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cash flow
discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income
on impaired loans is recognised using the original effective interest rate.
R&D tax incentive
Income from the R&D Tax Incentive is recognised on an accruals basis when AusIndustry accept the claim or there is a reasonable
probability that AusIndustry will accept the claim.
Grant income
Grant income is recognised on a receipts basis.
Sales
Sales are recognised when the goods have been delivered to the purchaser.
r) Comparative figures
Comparatives have been reclassified, where necessary, so as to be consistent with the figures presented in the current year.
s) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except where the GST incurred on a purchase of goods and
services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset
or as part of the expense.
Receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and
financing activities, which is recoverable from, or payable to, the taxation authority, is classified as operating cash flows.
t)
Foreign currency translation
Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the entity
operates (“the functional currency”). The financial statements are presented in Australian dollars, which is Bio-Gene’s functional and
presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss and
other comprehensive income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment
hedges or are attributable to part of the net investment in a foreign operation.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
37
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at reporting date. Foreign
exchange gains or losses resulting from the translation of monetary assets and liabilities at year end exchange rates are recognised in
the statement of profit or loss and other comprehensive income.
u) Financial Instruments
Financial instruments are recognised initially on the date that the Company becomes party to the contractual provisions of the instrument.
On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair
value through profit or loss where transaction costs are expensed as incurred).
Financial assets
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the
classification of the financial assets.
Classification
On initial recognition, the Company classifies its financial assets into the following category, those measured at:
amortised cost
➢
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing
financial assets.
Amortised cost
Assets measured at amortised cost are financial assets where:
➢
➢
the business model is to hold assets to collect contractual cash flows; and
the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
The Company's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the
statement of financial position. Subsequent to initial recognition, these assets are carried at amortised cost using the effective interest
rate method less provision for impairment.
Interest income, foreign exchange gains or losses and impairment are recognised in profit or loss. Gain or loss on derecognition is
recognised in profit or loss.
Impairment of financial assets
Impairment of financial assets is recognised on an expected credit loss (ECL) basis for the following assets:
➢
financial assets measured at amortised cost
When determining whether the credit risk of a financial assets has increased significantly since initial recognition and when estimating
ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This
includes both quantitative and qualitative information and analysis based on the Company's historical experience and informed credit
assessment and including forward looking information.
The Company uses the presumption that an asset which is more than 30 days past due has seen a significant increase in credit risk.
The Company uses the presumption that a financial asset is in default when:
➢
➢
the other party is unlikely to pay its credit obligations to the Company in full, without recourse to the Company to actions such as realising
security (if any is held); or
the financial asset is more than 90 days past due.
Credit losses are measured as the present value of the difference between the cash flows due to the Company in accordance with the
contract and the cash flows expected to be received. This is applied using a probability weighted approach.
Term Deposits
The Company has financial assets in the nature of term deposits which are held to maturity.
Trade receivables
Impairment of trade receivables has been determined using the simplified approach in AASB 9 which uses an estimation of lifetime ECLs.
The Company has determined the probability of non-payment of the receivable and multiplied this by the amount of the expected loss
arising from default.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
38
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The amount of the impairment is recorded in a separate allowance account with the loss being recognised in finance expense. Once the
receivable is determined to be uncollectable then the gross carrying amount is written off against the associated allowance.
Where the Company renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted
at the original effective interest rate and any resulting difference to the carrying value is recognised in profit or loss.
Other financial assets measured at amortised cost
Impairment of other financial assets measured at amortised cost are determined using the ECL model in AASB 9. On initial recognition of
the asset, an estimate of the expected credit losses for the next 12 months is recognised. Where the asset has experienced significant
increase in credit risk then the lifetime losses are estimated and recognised.
Financial liabilities
The Company measures all financial liabilities initially at fair value less transaction costs, subsequently financial liabilities are measured
at amortised cost using the effective interest rate method.
The financial liabilities of the Company comprise trade and other payables.
v) Leases
Leases of property, plant and equipment where the Company bears substantially all the risks and benefits incidental to ownership of the
asset, are classified as finance leases.
Finance leases are capitalised, recorded as an asset and a liability equal to the present value of the minimum lease payments, including
any residual payments as determined by the lease contract. Leased assets are amortised on a straight line basis over the estimated
useful lives where it is likely that the Group will obtain legal ownership of the asset on expiry of the lease. Lease payments are allocated
over both the lease interest expense and the lease liability.
Lease payments for operating leases, where substantially all of the risks and benefits remain with the lessor, are charged as expenses
on a straight-line basis over the life of the lease term.
Right-of-use asset
At the lease commencement, the Company recognises a right-of-use asset and associated lease liability for the lease term. The lease
term includes extension periods where the Company believes it is reasonably certain that the option will be exercised.
The right-of-use asset is measured using the cost model where cost on initial recognition comprises of the lease liability, initial direct costs,
prepaid lease payments, estimated cost of removal and restoration less any lease incentives received. The right-of-use asset is
depreciated over the lease term on a straight-line basis and assessed for impairment in accordance with the impairment of assets
accounting policy.
Lease liability
The lease liability is initially measured at the present value of the remaining lease payments at the commencement of the lease. The
discount rate is the rate implicit in the lease, however where this cannot be readily determined then the Company's incremental borrowing
rate is used.
Subsequent to initial recognition, the lease liability is measured at amortised cost using the effective interest rate method. The lease
liability is remeasured whether there is a lease modification, change in estimate of the lease term or index upon which the lease payments
are based (e.g. CPI) or a change in the Company's assessment of lease term.
Where the lease liability is remeasured, the right-of-use asset is adjusted to reflect the remeasurement or is recorded in profit or loss if
the carrying amount of the right-of-use asset has been reduced to zero.
w) New Accounting Standards and Interpretations
The AASB has issued new and amended Accounting Standards and Interpretations that have mandatory application dates for future
reporting periods. The Company is not affected by these Standards.
Note 2: Remuneration of auditors
Audit services
JTP Assurance:
Audit and review of financial reports and other audit work under the Corporations Act 2001
Total remuneration for audit services
Other advisory services provided by firms associated with the audit firm
Jeffrey Thomas & Partners
Advice on taxation and other matters and review and lodgement of corporate tax returns
Total remuneration
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
2023
$
32,000
32,000
2022
$
30,500
30,500
5,000
4,500
37,000
35,000
39
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 3: Revenue. other income and expenses
(a) Revenue from continuing operations
Research collaboration receipts
Option fees
Licence fees
Total revenue from continuing operations
(b) Other income
Interest received
R&D tax incentive
Other income
Total other income
(c) Expenses
Loss before income tax includes the following specific expenses:
Employee salary and benefit expenses:
Salary and employee benefit expenses
Defined contribution superannuation expenses
Share based payments
Total employee salary and benefit expenses
Depreciation, amortisation and impairment of non-current assets:
Plant and equipment
Right of use assets
License and registered patents
Total depreciation and amortisation expenses
Foreign currency exchange differences:
Foreign currency exchange losses
Operating expenses:
Interest expense on lease liabilities (under other expenses)
Note 4: Earnings per share
Net loss used in calculating basic earnings per share:
Net loss used in calculating diluted earnings per share:
Weighted average number of ordinary shares used in calculating basic earnings
per share
Dilutive potential ordinary shares
Weighted average number of ordinary shares and potential ordinary shares used in
calculating diluted earnings per share
2023
$
2022
$
-
60,000
-
99,867
149,232
285,859
149,232
445,726
85,962
52,864
445,846
434,050
250
6,478
532,058
493,392
1,086,717
1,160,151
113,689
91,794
48,658
186,565
1,249,064
1,438,510
8,354
6,572
-
-
36,942
45,296
36,943
43,515
14,520
-
-
-
2023
$
2022
$
3,095,782
2,914,193
3,095,782
2,914,193
No. of
Shares
No. of
Shares
167,768,283 153,337,656
-
-
167,768,283 153,337,656
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
40
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Information concerning the classification of securities
Fully paid ordinary shares
Fully paid ordinary shares carry the right to participate in dividends and the proceeds on winding up of the Company in equal proportion
to the number of shares held. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands. Fully paid ordinary shares are included as ordinary shares in the determination of basic
earnings per share.
Loan Share Plan
The Loan Share Plan (“LSP”) allows non-recourse, interest free loans to be provided to eligible participants to acquire shares under the
plan. When an issue is made it will be treated as an in-substance grant of options and expensed over the vesting period because of the
limited recourse nature of the loans. Shares offered under the LSP may be subject to Vesting Conditions, Forfeiture Conditions and
Disposal Restrictions (collectively referred to as “Conditions”) as determined by the Board and specified in the Offer documents sent to
participants. The Board has discretion to waive or deem Conditions to have been satisfied. Shares under the LSP cannot be dealt with
(including traded on the ASX) unless they are not subject to any Conditions and there is no outstanding Loan on the shares.
Generally, shares issued under the plan will vest over a 6 or 12 month period. The shares are acquired in the name of the participant and
each participant authorises and appoints the Company Secretary to act on their behalf. Any dividends paid on the shares are used to
repay the loan. In all other respects the shares issued under the LSP carry the same rights as other ordinary shares on issue. If the
participant leaves the Company, any shares that have not vested will be bought back by the Company and cancelled along with the loan.
In respect of shares that have vested the loan balance must be paid in full within six months of termination or the shares will be sold and
the proceeds applied to settle the loan balance. The issue price of the shares in the Company held under the LSP is not included in equity
until the loan has been repaid.
Amounts unpaid on shares held under the LSP are treated as the equivalent of options to acquire ordinary shares and are excluded as
potential ordinary shares in the determination of diluted earnings per share and basic earnings per share. Details relating to the LSP are
set out in Note 13(c).
The 8,117,972 shares on issue at reporting date that were granted under the LSP are not included in the calculation of diluted earnings
per share because they are anti-dilutive for the year ended 30 June 2023. These shares could potentially dilute basic earnings per share
in the future.
Options
Options granted by the Company are considered to be potential ordinary shares and have been excluded in the determination of diluted
earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per
share because they are anti-dilutive for the year ended 30 June 2023. Details relating to the options are set out in Note 13(b).
Note 5: Cash and cash equivalents
Cash at bank
Deposit at call
Term deposits
2023
$
2022
$
44,552
35,805
2,945,975
6,306,076
-
-
2,990,527
6,341,881
Funds placed on term deposit are invested for a maximum of 90 days and therefore considered to be cash equivalents. During and at
the end of the Reporting Period, interest rates on deposits at call were more favourable than interest rates on term deposits.
Note 6: Trade and other receivables
Trade debtors
R&D tax incentive
GST refund due
Other receivables
2023
$
-
2022
$
-
400,660
400,000
44,890
38,128
-
39
445,550
438,167
The balance of Trade and other receivables of $445,550 (2022: $438,167) is not past due and not considered impaired.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
41
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 7: Other current assets
Prepayments
Security deposits
Note 8: Property, plant and equipment
Plant and equipment
At cost
Accumulated depreciation
Total net plant and equipment
2023
$
2022
$
70,189
74,200
148,844
74,200
144,389
223,044
2023
$
2022
$
50,541
50,541
(35,902)
(27,548)
14,639
22,993
Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current
financial year
Plant and equipment
Balance at the beginning of year
Additions
Disposals
Depreciation expense, impairment and asset write off
Carrying amount at the end of year
Note 9: Intangible assets
Licences - Qcide
Less: Accumulated amortisation
Total net intangible assets
Movements in the carrying amounts for intangible assets between the beginning and the end
of the current financial year
Carrying amount at the beginning of year
Additions – acquisitions
Amortisation expense (i)
Carrying amount at the end of year (ii)
2023
$
2022
$
22,993
-
22,725
6,840
-
(8,354)
(6,572)
14,639
22,993
2023
$
2022
$
557,818
557,818
(317,690)
(280,748)
240,128
277,070
277,070
314,013
-
-
(36,942)
(36,943)
240,128
277,070
(i)
Intangible assets comprise licences in relation to Qcide, which has a finite useful life and is recorded at cost. Amortisation has been
historically calculated using straight line method over the estimated useful life of 20 years.
(ii) Intangible assets are reviewed on a regular basis and where a decision has been made not to pursue a product, the remaining value
recorded as an asset is impaired. At balance date, the directors also review the intellectual property portfolio to determine whether
there are any indicators of impairment related to intellectual property.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
42
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 10: Trade and other payables
Current
Trade creditors
Other creditors and accruals
Total trade and other payables
Note 11: Employee benefits
Annual leave
Short-term incentive
Non-current
Long service leave
Note 12: Financial liabilities
Current
Amount payable for IP licences
Non-current
Amount payable for IP licences
2023
2022
$
$
118,708
219,006
193,252
301,974
311,960
520,980
2023
$
2022
$
120,104
127,882
141,809
285,365
261,913
413,247
40,011
40,011
25,455
25,455
2023
$
2022
$
-
75,000
-
75,000
- -
- -
In December 2016 the company signed a variation agreement to the Intellectual Property Assignment Deed originally signed 16 November
2009. This variation agreed additional fees of $376,000 to be paid to the licensor following the successful completion of an IPO and signing
of 2 licencing agreements. Following the successful listing of the Company the payment for $226,000 became due and was paid. During
the 2022 financial year following the receipt of the licence fees from Evergreen, the Company made the first licence fee payment of
$75,000. The balance of $75,000 was paid at the end of the 2023 financial year on the receipt of the licence fee payment from Clarke.
Note 13: Contributed equity
The Company does not have authorised capital nor par value in respect of its issued shares.
Ordinary shares participate in dividends and the proceeds on winding up of the Company in equal proportion to the number of shares
held. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote
on a show of hands.
(a) Movements in issued capital during the year were as follows:
2023
No.
2022
No.
2023
$
2022
$
Issued shares:
At the beginning of the reporting period
179,056,519
153,633,357
19,545,553
15,062,071
Shares issued at 17 cents pursuant to Share
Placement
18,937,118
3,219,310
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
43
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Shares issued at 20 cents pursuant to Share
Placement
Repayment of Loans on LSP Shares
Transaction costs arising on issue of shares
Shares issued pursuant to the Loan Share Plan
(LSP)
Shares forfeited pursuant to the LSP
Re-allocation of value of shares issued under the
LSP which vested or were repaid during the period
Employee share plan loans
At end of the reporting period
Issued shares are comprised as follows:
Ordinary shares (net of transaction costs)
Restricted shares issued under the LSP
Re-allocation of value of shares issued under the
LSP which vested or were repaid
7,500,000
-
-
-
(1,150,524)
(1,013,956)
-
-
1,500,000
-
(235,828)
-
-
-
-
177,905,995
179,056,519
19,545,553
19,545,553
169,027,754
167,764,824
19,545,553
8,878,241
11,291,695
687,435
19,545,553
687,435
-
-
-
-
177,905,995
179,056,519
20,232,988
20,232,988
Accumulated transaction costs on issue of shares
-
-
1,836,129
1,836,129
Balance at end of the year (ASIC reconciliation)
177,905,995
179,056,519
22,069,117
22,069,117
(b) Movements in share options over ordinary shares during the year were as follows:
Balance at beginning of the year
Exercised during the year
Expired during the year
Issued during the period3
Balance at end of the year
Terms of options issued
Options Issued
Options issued – 6 May 2021
Options issued – 1 December 2021
2,500,000
2,500,000
Exercise
Price
25 cents
25 cents
2023
No.
2022
No.
5,000,000
2,500,000
-
-
-
5,000,000
Value$
94,715
194,948
-
-
2,500,000
5,000,000
Expiry
6/05/2024
1/12/2024
1. Share options granted carry no rights to dividends and no voting rights.
2. The valuations of options issued are determined by using an industry standard option pricing model taking into account the terms
and conditions upon which the instruments were issued.
3. The Options were issued for equity and advisory services.
(c) Loan share plan
The Company issues shares to Bio-Gene directors, executives and key consultants under the Loan Share Plan (LSP). Under the plan,
participants are issued with equity to foster an ownership culture within the Company and to motivate them to achieve performance targets.
Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any
guaranteed benefits.
The Company introduced the LSP. The plan allows for shares to be issued for a nominal value or for non-recourse, interest free loans to
be provided to eligible participants to acquire shares under the plan. Shares issued under the plan vest in accordance with the Executive
Remuneration Strategy and Structure (refer to Remuneration Report for details).
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
44
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
When an issue is made at nominal value it is expensed over the vesting period. If the participant leaves the Company, any shares that
have not vested are bought back by the Company and cancelled. When an issue is made, and a loan is provided, it is treated as an in-
substance grant of options and expensed over the vesting period because of the limited recourse nature of the loans. Each participant
authorises and appoints the Company Secretary to act on their behalf. Any dividends paid on the shares are used to repay the loan. If
the participant leaves the Company, any shares that have not vested are bought back by the Company and cancelled along with the loan.
In respect of shares that have vested, generally, the loan balance must be paid in full within six months of termination of appointment or
the shares are sold and the proceeds applied to settle the loan balance. The issue price of the shares in the Company held under the
LSP is not included in equity until the loan has been repaid.
The valuations of shares issued under the LSP are determined by using an industry standard option pricing model taking into account the
terms and conditions upon which the instruments were issued.
Shares in existence in the current and past period under the Loan Share Plan:
Following the consolidation of the Company’s equity in September 2017, all share numbers are reported on a post consolidation basis.
Loan Share Plan Tranche
Number
Issue date
Vesting Date
2,500,000
2,500,000
416,000
192,000
812,500
750,000
812,500
750,000
29/06/2015
29/06/2015
30/06/2016
30/06/2016
11/05/2017
11/05/2017
11/05/2017
11/05/2017
29/06/2015
29/06/2015
30/06/2016
30/06/2016
11/11/2017
11/11/2017
11/05/2018
11/05/2018
Loan expiry
date
29/06/2025
29/06/2022
30/06/2026
30/06/2023
11/05/2027
11/05/2024
11/05/2027
11/05/2024
187,500
26/07/2017
26/01/2018
26/07/2027
26/07/2017
4/12/2017
4/12/2017
6/12/2018
6/12/2018
6/12/2018
6/12/2018
6/12/2018
1/11/2019
1/11/2019
1/11/2019
1/11/2019
1/11/2019
30/07/2020
30/07/2020
30/07/2020
30/07/2020
30/07/2020
26/07/2018
4/06/2018
4/12/2018
1/01/2019
30/06/2021
30/06/2019
30/06/2020
30/06/2021
1/11/2019
30/06/2022
30/06/2020
30/06/2021
30/06/2022
28/08/2020
30/06/2023
30/06/2021
30/06/2022
30/06/2023
26/07/2027
4/12/2024
4/12/2024
N/A
6/12/2025
N/A
N/A
N/A
N/A
1/11/2026
N/A
N/A
N/A
N/A
30/07/2027
N/A
N/A
N/A
187,500
500,000
500,000
263,304
696,722
105,745
105,745
105,744
507,162
2,201,972
383,509
383,508
383,507
493,881
1,262,930
253,424
253,424
253,422
17,761,999
-
-
(1,013,956)
Unit
Price
$
0.034
0.034
0.0334
0.0334
0.0622
0.0622
0.0622
0.0622
0.0922
0.0894
0.1314
0.1275
0.1311
0.076
0.1311
0.1311
0.1311
0.1411
0.0789
0.1411
0.1411
0.1411
0.1399
0.0789
0.1399
0.1399
0.1399
Fair Value at
Issue Date
$
85,000
85,000
13,894
6,413
50,538
46,650
50,538
46,650
17,288
16,763
65,700
63,750
34,519
52,951
13,863
13,863
13,863
71,560
173,736
54,113
54,113
54,112
69,094
106,465
35,454
35,454
35,454
1,366,798
68,418
-
(94,540)
Tranche 1a7
Tranche 1b1
Tranche 2a7
Tranche 2b1
Tranche 3a7
Tranche 3b1
Tranche 3c7
Tranche 3d1
Tranche 4a7
Tranche 4b7
Tranche 5a
Tranche 5b
Tranche 62
Tranche 75
Tranche 8a5
Tranche 8b5
Tranche 8c5
Tranche 93
Tranche 106
Tranche 11a8
Tranche 11b8
Tranche 11c8
Tranche 124
Tranche 136
Tranche 14a9
Tranche 14b9
Tranche 14c9
Revaluation of pre
IPO Shares7
Less Unexpensed
portion of valuation
Less Shares
Cancelled during
previous year5
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
45
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Less Shares
Cancelled during the
year8
Less Unrestricted
Shares1,2,3,4
(1,150,524)
(5,456,347)
10,141,172
(162,339)
(359,886)
818,451
1. The Loans outstanding on the Tranche 1b, 2b, 3b and 3d shares were repaid during the prior year.
2. The Tranche 6 shares were issued in respect of the executives’ short-term incentive for the 2018 financial year and vested on
1 January 2019.
3. The Tranche 9 shares were issued in respect of the executives’ and employee’s short-term incentives for the 2019 financial
year and vested on 1 November 2019.
4. The Tranche 12 shares were issued in respect of the executives’ and employee’s short-term incentives for the 2020 financial
year and vested on 28 August 2020.
5. The Tranche 7 and 8 shares were forfeited and cancelled on 16 August 2021.
6. The Tranche 10 and 13 shares have vested at the Reporting Date.
7. The loan period for the Tranche 1a, 2a, 3a, 3c and 4 shares was extended during the year from 7 to 10 years which resulted
in a revaluation of the shares
8. Tranches 11a, 11b and 11c were forfeited and have been cancelled on 5 August 2022.
.
(d) Fair values of share based payments
The fair value of all loan shares granted to Directors, other key management personnel, other employees and consultants have been
calculated using an industry standard option pricing model. Where relevant, the expected life used in the model has been adjusted based
on management’s best estimate for the effects of non-transferability, exercise (including the probability of meeting market conditions
attached to the option), and behavioural considerations. The model requires the Company share price volatility to be measured. The
share price volatility has been measured with reference to the historical share prices of the Company and other similar Companies.
The fair value of share based payments is calculated on the date of issue less any consideration paid.
Following the consolidation of the Company’s equity in September 2017, all share numbers and prices are reported on a post consolidation
basis.
Details in respect of the fair value of equity, on issue/grant date, that was in existence at reporting date are outlined below.
Equity Instrument
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Tranche 5
Tranche 7
Tranche 10
Tranche 13
Loan
/Exercise
price
$
0.05
0.05
0.092
0.14
0.20
0.142
0.15
0.134
Share
price on
issue Date
$
0.05
0.05
0.092
0.14
0.20
0.142
0.15
0.134
Volatility
Maturity
date
Time to
maturity
74%
74%
74%
74%
74%
74%
77.4%
91.9%
29/06/2022
30/06/2023
11/05/2024
26/07/2024
04/12/2024
06/12/2025
01/11/2026
30/07/2027
7 years
7 years
7 years
7 years
7 years
7 years
7 years
7 years
Risk free
interest
rate
2.61%
1.81%
2.39%
2.46%
2.36%
2.75%
0.98%
0.65%
Expected
dividend
yield
-
-
-
-
-
-
-
-
Share Tranches 6, 8, 9, 11, 12 and 14 were issued for nominal consideration and valued at the 5 day VWAP on the day of issue.
(e) Share based payments
The amount expensed in relation to equity settled share based payments to the statement of profit or loss and other comprehensive
income was $48,658 (2022: $221,024).
Note 14: Reserves and accumulated losses
Note
2023
$
2022
$
Share options reserve
Share loan plan reserve
Total reserves
(a)
(b)
289,663
818,451
289,663
932,132
1,108,114
1,221,795
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
46
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(a) Share option reserve
Opening balance 1 July
Value of options issued1
Re-allocation of value of options which lapsed during the period2
Closing balance
(b) Share loan plan reserve
Opening balance 1 July
Value of shares recognised over vesting period 1
Re-allocation of value of shares issued under the LSP which became unrestricted or
cancelled during the period2
Closing balance
2023
$
289,663
-
-
2022
$
57,681
231,982
-
289,663
289,663
2023
$
2022
$
932,132
48,658
805,648
221,024
(162,339)
(94,540)
818,451
932,132
1. The equity settled reserves arise on issue of equity under the LSP or the issue of options.
2. Amounts are transferred out of the reserves and into issued capital when the loans are repaid, shares issued for nominal value vest
or the options are exercised. Amounts are transferred to accumulated losses when the shares or options are cancelled.
(c) Movement in accumulated losses
Opening balance 1 July
Re-allocation of value of options lapsed during the period
Net loss for the year
Closing balance
Note 15: Cash flow Information
(a) Reconciliation of cash
Cash at bank
Deposit at call
Term deposits
Total cash and cash equivalents
(b) Reconciliation of cash used in operating activities with loss after income tax
Loss from continuing operations after income tax
Non cash movements:
Depreciation and amortisation expense
Equity settled share based payment
Employee benefits
2023
$
2022
$
(14,498,875)
(11,679,222)
162,339
94,540
(3,095,782)
(2,914,193)
(17,432,318)
(14,498,875)
2023
$
2022
$
44,552
35,805
2,945,975
6,306,076
-
-
2,990,527
6,341,881
(3,095,782)
(2,914,193)
45,296
48,658
6,778
43,515
453,006
35,766
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
47
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Changes in assets and liabilities:
(Increase)/decrease in trade and other receivables
(Increase)/decrease in other current assets
Increase/(decrease) in trade creditors and accruals
Cash used in operating activities
Note 16: Commitments and contingencies
(a) Capital expenditure commitments
(7,382)
78,655
(352,577)
85,584
(15,977)
319,343
(3,276,354)
(1,992,956)
Committed but unrecognised capital expenditure as at reporting date amounted to $Nil (2022: $Nil).
(b) Other contingencies
Research and development incentive
Research and Development grants received may be subject to review by AusIndustry and subsequent claw back of funds should there
be a determination of non-conforming claims.
Research and development commitments
Early during the year the company entered in two agreements to undertake toxicology studies with two overseas companies for a total
commitment of USD$466,800. The initiation of the studies have been delayed and is expected they will take place during the following
financial year.
Note 17: Financial instruments
(a) Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders
through the optimisation of the debt and equity balance. The Company’s overall strategy remains unchanged from the prior financial year.
The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders, comprising issued
capital, reserves and retained earnings as disclosed in Notes 13 and 14 respectively. The Company operates globally, primarily through
arrangements with suppliers established in the markets in which the Company trades.
Operating cash flows are used to maintain and expand the Company’s assets.
Gearing ratio
The Company’s Board reviews the capital structure on a half-yearly basis. As a part of this review the Board considers the cost of capital
and the risks associated with each class of capital. The Company has a target gearing of 0% in line with the industry norm that is
determined as the proportion of net debt to equity. Based on recommendations of the Board the Company will balance its overall capital
structure through new share issues.
The gearing ratio at year end was as follows:
Financial assets at amortised cost
Debt (i)
Cash and cash equivalents
Net cash/(debt)
Equity (ii)
Net debt to equity ratio
Note
2023
2022
$
-
$
-
5
2,990,527
6,341,881
2,990,527
6,341,881
13,14
3,221,349
6,268,473
-
-
(i) Debt is defined as long-term and short-term borrowings.
(ii) Equity includes all capital and reserves as detailed in Note 13 and 14.
(b) Financial risk management objectives
The Company’s CFO monitors and manages the financial risks relating to the operations of the Company through internal risk reports
which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest
rate risk and price risk), credit risk and liquidity risk. There have been no changes to these risks since the previous financial year.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
48
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The Board of Directors ensures that the Company maintains a competent management structure capable of defining, analysing, measuring
and reporting on the effective control of risk inherent in the Company’s underlying financial activities and the instruments used to manage
risk. Key financial risks including interest rate risk and foreign currency risk are reviewed by management on a regular basis and are
communicated to the Board so that it can evaluate and impose its oversight responsibility. The Company does not enter into or trade
financial instruments, including derivative financial instruments, for speculative purposes. The Company currently does not hedge foreign
exchange exposure however each transaction is assessed on a case by case basis. This and other financial risks are managed prudently
by the Chief Financial Officer and the Board.
The entity holds the following financial instruments:
Financial assets at amortised cost
Cash and cash equivalents
Trade and other receivables
Other current assets
Financial liabilities at amortised cost
Trade and other payables
Financial liabilities
Note
5
6
7
2023
$
2022
$
2,990,527
6,341,881
445,550
438,167
144,389
223,044
3,580,466
7,003,092
10
12
311,960
520,980
-
75,000
311,960
595,980
(c) Market risk
The Company’s activities expose it primarily to the financial risks of changes in foreign currency rates. The Company undertakes a
number of its research activities overseas, as the necessary experience and facilities are not available in Australia, and as such has
exposure to foreign currency movements which are predominately in US dollars. The Board and Chief Financial Officer monitor the
potential impact of movements in foreign exchange exposure. The Company currently does not hedge foreign exchange exposure
however each transaction is assessed on a case by case basis.
(d)
Interest rate risk management
The Company’s exposure to market interest rates relates primarily to the Company’s short term deposits held and deposits at call. The
interest income earned from these balances can vary due to interest rate changes.
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative
instruments at the end on the reporting period. If interest rates had been 100% higher/lower and all other variables were held constant,
the Company’s loss for the year ended 30 June 2023 would increase/decrease by $85,962 (2022: $52,864) (Note 3(b)).
(e) Liquidity risk
Liquidity risk is the risk that the Company will not be able to pay its debts as and when they fall due. The Company has no borrowings at
reporting date and the Directors ensure that the cash on hand is sufficient to meet the commitments of the Company at all times during
the research and development phase.
The Company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash and where necessary unutilised
borrowing facilities are maintained.
Financing arrangements
The Company does not have access to any borrowing facilities at the reporting date.
Maturities of financial liabilities
The tables below analyse the Company’s financial liabilities.
30 June 2023
Financial Liabilities at amortised cost
Trade and other payables
Financial liabilities
0 -12 months
Maturing 1 to 3 years
Total
311,960
-
-
-
311,960
-
311,960
-
311,960
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
49
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
30 June 2022
Financial Liabilities at amortised cost
Trade and other payables
Financial liabilities
520,980
75,000
595,980
-
-
-
520,980
75,000
595,980
All current balances mature within one year; all non-current balances are expected to mature in between one and three years.
(f) Foreign currency risk management
The Company undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuation arise.
Exchange rate exposures are managed within approved policy parameters. The Company manages the currency risk by monitoring the
trend of the US dollar, the Euro and Pound Sterling.
The entity’s foreign currency risk denominated financial assets and financial liabilities at the reporting date are as follows:
Financial Assets at amortised cost
Cash and cash equivalents
Trade and other receivables
Financial Liabilities at amortised cost
30 June 2023
30 June 2022
USD
EUR
GBP
USD
EUR
GBP
-
-
-
-
-
-
-
-
-
-
-
-
Trade and other payables
39,357
- -
144,245
7,339
2,146
The following sensitivity analysis is based on the foreign currency risk exposures in existence at the statement of financial position date.
A 10 percent increase or decrease in the foreign exchange rate is used and represents management’s assessment of the possible change
in foreign exchange rates and historically is within a range of rate movements. A positive number indicates an increase in result and other
equity. A negative number indicates a decrease in result and other equity. At 30 June 2023, if foreign exchange rates had moved, as
illustrated in the table below, with all other variables held constant, pre-tax result and equity would have been affected as follows:
30 June 2023
Financial Assets at amortised cost
Cash and cash equivalents
Trade and other receivables
Financial Liabilities at amortised cost
Trade and other payables
Financial liabilities
30 June 2022
Financial Assets at amortised cost
Cash and cash equivalents
Trade and other receivables
Financial Liabilities at amortised cost
Trade and other payables
Financial liabilities
-10%
+10%
Profit
Equity
Profit
Equity
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
(6,348)
(6,348)
5,194
5,194
-
-
-
-
(6,348)
(6,348)
5,194
5,194
-
-
-
-
-
-
-
-
-
-
-
-
(24,923)
(24,923)
20,392
20,392
-
-
-
-
(24,923)
(24,923)
20,392
20,392
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
50
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(g) Price risk
Price risk is the risk that future cashflows derived from financial instruments will be changed as a result of a market price movement, other
than foreign currency rates and interest rates. The Company is not exposed to any material commodity price risks, other than those
already described above.
Net fair values
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their net fair values.
The net fair values of financial assets and financial liabilities are determined as follows:
➢
the net fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are
determined with reference to quoted market prices; and
the net fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models
based on discounted cash flow theory.
➢
(h) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. The
Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate as a
means of mitigating the risk of financial loss from defaults.
In addition, receivable balances are monitored on an ongoing basis with the result that the Company's exposure to bad debts is not
significant. There are no significant concentrations of credit risk within the Company.
Note 18: Key management personnel
(a) Details of key management personnel
The Directors and other members of key management personnel of the Company during the year were:
Name
Mr. Robert Klupacs
Mr. Richard Jagger
Dr. Peter Beetham
Mr. James Joughin
Mr. Andrew Guthrie
Mr. Alex Ding
Mr. Christopher Ramsey
Mr. Peter May
Mr. Roger McPherson
Mr. Rod Valencia
Position
Non-Executive Chairman
Managing Director and Chief Executive Officer
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Executive Director – Research and Development
Chief Financial Officer and Company Secretary
Chief Financial Officer, Company Secretary and Investor Relations Officer
(b) Key management personnel compensation
The aggregate compensation made to Directors and other members of key management personnel of the Company is set out below:
Short term employee benefits
Post-employment benefits
Equity based payments
2023
$
2022
$
977,298
1,146,632
92,563
48,657
82,943
221,024
1,118,518
1,450,599
Further disclosures regarding key management personnel compensation are contained within the Remuneration Report.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
51
BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 19: Related party transactions
(a) Receivable from and payable to related parties
The following balances were outstanding at 30 June 2023 in relation to transactions with related parties:
Current payables
Trade payables to directors or their related entities
2023
$
-
2022
$
-
There were no other loans to or from related parties at the current and previous reporting date. All transactions were made on normal
commercial terms and conditions and at market rates.
(b) Transactions with key management personnel
Details of key management personnel compensation are disclosed in Note 18 and the Remuneration Report.
Note 20: Segment information
A segment is a component of the Company that engages in business activities to provide products or services within a particular economic
environment. The Company operates in one business segment, being the conduct of research and development activities in the discovery
of novel insecticides. The Board of Directors assess the operating performance of the Company based on management reports that are
prepared on this basis. The Company invests excess funds in short term deposits but this is not regarded as being a separate segment.
Note 21: Leases
Finance leases
The Company does not currently have any finance leases in place.
Operating leases
Lease arrangements
Bio-Gene’s office space at 456 Lonsdale Street, Melbourne, Australia, had a lease term terminated in May 2023.
Non-cancellable operating lease commitments
Not longer than 1 year
Longer than 1 year and not longer than 5 years
Total
2023
$
-
-
-
2022
$
-
-
-
Note 22: Events occurring after the reporting period
On the 27 July 2023 760,270 shares related to the Loan Share Plan (LSP) were forfeited and cancelled. The cancellation is following the
“Buy-Back” process as announced on the 7 July 2023.
No other matter or circumstance has arisen since 30 June 2023, other than as disclosed in this report, that has significantly affected or
may significantly affect:
•
•
•
Bio-Gene Technology Limited’s operations in future financial years, or
the results of those operations in future financial years, or
Bio-Gene Technology Limited’s state of affairs in future years.
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
52
DECLARATION BY DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2023
The directors of the company declare that:
1. The financial statements and notes, as set out in the following pages, are in accordance with the Corporations Act 2001:
comply with applicable Accounting Standards and the Corporations Regulations 2001; and
a)
b) give a true and fair view of the financial position as at 30 June 2023 and of the performance for the year ended on that date.
2.
In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become
due and payable.
3. 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.
This declaration is made in accordance with a resolution of the board of directors.
Mr. Robert Klupacs
Director
Date: 31 July 2023
BIO-GENE TECHNOLOGY LIMITED – 2023 ANNUAL REPORT
53
INDEPENDENT AUDITOR’S REPORT
Level 5 North Tower
485 LaTrobe Street
Melbourne, VIC 3000
E: enquiries@jtpassurance.com.au
www.jtpassurance.com.au
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BIO-GENE TECHNOLOGY LIMITED
ABN 32 071 735 950
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Bio-Gene Technology Limited (the Company), which comprises the statement of
financial position as at 30 June 2023, the statement of comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of Bio-Gene Technology Ltd., is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the company’s financial position as at 30 June 2023 and of its financial performance
for the year then ended;
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw your attention to Note 1(c) (Going Concern) in the financial report, which indicates the Company incurred an
operating loss of $3,095,782 and a negative cash outflow from operating activities of $3,276,354.
As stated in Note 1(c), this event or condition, along with other matters as set forth in Note 1(c), indicate that a material
uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial report of the current period. These matters were addressed in the context of our audit of the financial report as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
R&D Tax Incentive (refer to note 3)
BIO-GENE TECHNOLOGY LIMITED – 2022 ANNUAL REPORT
54
INDEPENDENT AUDITOR’S REPORT
Under the research and development (R&D) tax incentive scheme, the Company receives a 43.5% refundable tax offset
of eligible expenditure if its turnover is less than $20 million per annum, provided it is not controlled by income tax exempt
entities. The Company has recorded $445,846 of income in the financial statements. This includes $400,000 recorded as
a receivable at year-end, representing an estimated claim for the period 1 July 2022 to 30 June 2023 using the same
methodology that was accepted in the 2022 AusIndustry claim. A further $45,846 recorded in income which represents an
underaccrual from previous year.
We focused on the R&D tax incentive due to the material nature of the receivable and because there is a degree of
judgement and interpretation of the R&D tax legislation required in assessing the eligibility of the R&D expenditure under
the scheme. There is an inherent level of subjectivity in the R&D incentive in regard to the level of receivable recognised
and the recognition of the related income.
How our audit addressed the key audit matter
To evaluate the R&D tax incentive recorded, we performed the following procedures, amongst others:
- Discussion with management to determine an understanding of the R&D environment the business operates in and
to understand the process used to estimate the R&D tax incentive.
- Comparing the estimates recorded as a receivable made in previous years to the amount of cash physically received
after year end.
Testing the mathematical accuracy of the calculation and agreeing inputs to supporting documentation.
-
- Reviewing the classification of expenses included in the R&D claim to ensure that they meet the criteria of R&D
-
expenditure.
Assessing the adequacy of the related disclosures within the financial statements and reviewing the accounting
treatment in line with Australian Accounting Standards.
Share Options and Equity Transactions (refer to note 13)
The Company issued shares to executive directors and senior management under a share-based compensation plan.
These arrangements have differing terms and conditions that give rise to different accounting outcomes.
Share based payment arrangements require judgemental assumptions including volatility rates and expected life in
determining the fair value of the arrangements and the expensing of that fair value over the estimated service period.
In recognising these transactions, the Company performed a valuation to calculate the accounting expense. Details of the
share based payment arrangements offered to directors, executive management, third parties and shareholders, are
disclosed in the Remuneration Report and note 13 to the financial report.
The audit of the share-based payment arrangements and the associated expense is a key audit matter due to the
judgements required in determining fair value.
How our audit addressed the key audit matter
To evaluate the share transactions, we performed the following procedures, amongst others:
- We assessed the terms of the share based payment arrangements issued during the period including review of
documentation issued to shareholders.
- We assessed the methodology used by the Company in valuing the share options.
- We assessed the expense recorded on the statement of comprehensive income.
- We assessed the share capital recorded for any loan repayments.
BIO-GENE TECHNOLOGY LIMITED – 2022 ANNUAL REPORT
55
INDEPENDENT AUDITOR’S REPORT
- We assessed whether the disclosure in note 13 in relation to the arrangements was adequate and whether it complied
with Australian Accounting Standards.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information included in the
Company’s annual report for the year ended 30 June 2023, but does not include the financial report and our auditor’s report
thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the financial report
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the
directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free
from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do
so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: http://www.auasb.gov.au/Home.aspx. This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 17 to 28 of the directors’ report for the year ended 30 June
2023. In our opinion, the Remuneration Report of Bio-Gene Technology Ltd, for the year ended 30 June 2023, complies
with section 300A of the Corporations Act 2001.
BIO-GENE TECHNOLOGY LIMITED – 2022 ANNUAL REPORT
56
INDEPENDENT AUDITOR’S REPORT
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
JTP ASSURANCE
Chartered Accountants
Signed at Melbourne this 31st day of July 2023
WAYNE TARRANT
Partner
ABN: 13 488 640 554. Liability limited by a scheme approved under Professional Standards Legislation
BIO-GENE TECHNOLOGY LIMITED – 2022 ANNUAL REPORT
57
SHAREHOLDER INFORMATION
Substantial shareholders
A.
The Company did not have any Holders of Relevant Interests as notified by ASX Substantial Shareholders under Part 6.7 of the
Corporations Act 2001 as at 31 July 2023.
B.
Number of holders of equity securities and voting rights
Number of holdings as at 17 July 2023
The voting rights attaching to each class of equity securities are:
Ordinary Shares (i)
Share Options (ii)
1,099
1
(i) Ordinary shares
On a show of hands, every member present at a meeting, in person or by proxy, shall have one vote and upon a poll each share shall
have one vote.
(ii) Options
No voting rights.
C.
Distribution of equity securities
Distribution of holders of equity securities as at 17 July 2023:
No. of holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Number of holders of less than a marketable parcel of shares
D.
20 largest holders of quoted securities
Ordinary Shares
Options
33
165
145
476
280
1,099
161
0
0
0
0
1
1
The names of the 20 largest shareholders of each class of vested equity security as at 17 July 2023 are listed below:
No. Name
No. of shares held
% of total shares
1 Citicorp Nominees Pty Limited
2 Dr Choon Huat Lee
3 Vana Belle Pty Ltd
4 T & L Ainsworth Investments Pty Ltd
5 Altor Capital Management Pty Ltd
6
Invia Custodian Pty Ltd
7 Maclee Pty Ltd
8 Richard Andrew Jagger
9 Magdajano Pty Ltd
10 Mr JVC & Mrs SL Guest & Mr HNC Guest
11 SM Investment & Development Pty Ltd
12 Arision Pty Limited
13 Mr Anthony William Olding & Mrs Caroline Anne Olding
14 Mr Mark Douglas Holmes
15 Pyxis Holdings Pty Ltd
16 Mr Victor Rosenberg & Miss Jacqueline Rosenberg
17 BNP Paribas Nominees Pty Ltd
18 P L Moran Pty Ltd
19 P L Moran Pty Ltd < The Moran Family A/C>
20 Xeen
8,126,464
7,177,281
7,000,000
6,683,185
4,422,317
4,350,000
3,650,000
3,223,329
2,870,000
2,370,000
2,190,235
2,155,265
2,150,000
2,125,000
2,000,000
1,837,000
1,674,348
1,670,000
1,640,000
1,499,750
4.59
4.05
3.95
3.77
2.50
2.46
2.06
1.82
1.62
1.34
1.24
1.22
1.21
1.20
1.13
1.04
0.95
0.94
0.93
0.85
BIO-GENE TECHNOLOGY LIMITED – 2022 ANNUAL REPORT
58
68,814,174
38.85
SHAREHOLDER INFORMATION
E.
Shares subject to restriction arrangements
The total number of shares subject to restriction arrangements is 9,380,902 shares. These shares were all issued under the Loan Share Plan
and the escrow period ends on the latter of the date of repayment of the associated loan or as outlined below:
Date shares issued
29/06/2015
30/06/2016
11/05/2017
11/05/2017
26/07/2017
26/07/2017
04/12/2017
04/12/2017
01/11/2019
30/07/2020
Vesting date
Number under shares
29/06/2015
30/06/2016
11/11/2017
11/05/2018
26/01/2018
26/07/2018
04/06/2018
04/12/2018
30/06/2022
30/06/2023
2,500,000
416,000
812,500
812,500
187,500
187,500
500,000
500,000
2,201,972
1,262,930
9,380,902
BIO-GENE TECHNOLOGY LIMITED – 2022 ANNUAL REPORT
59
BOARD OF DIRECTORS AND COMPANY PARTICULARS
Directors
❖
❖
❖
❖
❖
❖
Robert Klupacs
Richard Jagger
Andrew Guthrie
Peter May
Alex Ding
Christopher Ramsey
Secretary
❖
Rod Valencia
Australian Company Number
071 735 950
Australian Business Number
32 071 735 950
Registered Office
Level 6
400 Collins Street
Melbourne, VIC 3000
Contact E-Mail
Email: bgt.info@bio-gene.com.au
Website
www.bio-gene.com.au
Auditors
JTP Assurance
Level 5
485 La Trobe Street
Melbourne, VIC 3000
Media & Investor Relations
Automic Group
Suite 5, Level 12, 530 Collins Street Melbourne VIC 3000
Investor Relations:
Adrian Mulcahy E: adrian.mulcahy@automicgroup.com.au
Media Relations:
Tristan Everett, E: tristan.everett@automicgroup.com.au
Lawyers
Quinert Rodda & Associates Pty Ltd
Level 6
400 Collins Street
Melbourne, VIC 3000
Share Registry
Automic Pty Ltd
Level 5
126 Phillip Street
Sydney, NSW 2000
Securities Quoted
Australian Securities Exchange (ASX)
Ordinary Fully Paid Shares (Code: BGT)
FlavocideTM and QcideTM
are trademarks of Bio-Gene Technology Limited.
BIO-GENE TECHNOLOGY LIMITED – 2022 ANNUAL REPORT
60