2012 BIONOMICS ANNUAL REPORT
A LEADING INTERNATIONAL DRUG DISCOVERY AND DEVELOPMENT COMPANY
CONTENTS
PG 1
PG 2
PG 3
HIGHLIGHTS
CHAIRMAN’S LETTER
CEO & MANAGING DIRECTOR’S REPORT
PG 13
PIPELINE
PG 14
INTELLECTUAL PROPERTY PORTFOLIO
PG 16
BOARD OF DIRECTORS
PG 19
MANAGEMENT
PG 22
CORPORATE GOVERNANCE STATEMENT
PG 27
DIRECTORS’ REPORT
PG 40
ANNUAL FINANCIAL STATEMENTS
PG 84
INDEPENDENT AUDIT REPORT
PG 86
SHAREHOLDER INFORMATION
PG 88
COMPANY PARTICULARS
FRONT+BACK COVER: BIONOMICS STAFF IN ADELAIDE LABORATORY
HIGHLIGHTS
† SIGNING OF A SIGNIFICANT
AGREEMENT wITH US-
BASED IRONwOOD
PHARMACEUTICALS INC.
FOR THE DEVELOPMENT
OF ANxIETY DRUG
CANDIDATE BNC210.
† UNDER THE AGREEMENT
BIONOMICS COULD
RECEIVE UP TO US$345
MILLION IN UPFRONT AND
MILESTONE PAYMENTS
AND RESEARCH FUNDING,
AS wELL AS ROYALTIES
ON SALES OF BNC210 AND
RELATED PRODUCTS.
† COMPLETION OF THE
PHASE I COMPONENT OF
THE ONGOING US RENAL
CANCER TRIAL CONFIRMED
THE COMPATIBILITY OF
THE BNC105/AFINITOR
COMBINATION.
† PHASE II CLINICAL
DATA FROM PATIENTS
wITH MESOTHELIOMA
PROVIDED VALUABLE
DATA SUPPORTING THE
THERAPEUTIC wINDOw OF
BNC105.
† COMMENCEMENT OF A
RANDOMISED MULTICENTRE
PHASE I/II BNC105
OVARIAN CANCER TRIAL IN
AUSTRALIA AND THE US.
RAPID PROGRESS IN
THE ALPHA 7 ALzHEIMERS
DISEASE PROGRAM
DEMONSTRATED BY:
† PATENT APPLICATION
COVERING COMPOUNDS
FOR THE IMPROVEMENT OF
MEMORY IN ALzHEIMER’S
DISEASE AND OTHER
NEURODEGENERATIVE
CONDITIONS ENTERING
THE INTERNATIONAL
PHASE.
† FILING OF TwO
ADDITIONAL PATENT
APPLICATIONS COVERING
PROSPECTIVE DRUG
CANDIDATES.
REGAINED CONTROL OF
THE KV1.3 PROGRAM
TARGETING THE SIGNIFICANT
IMMUNOMODULATORS MARKET:
† ExPANDED AND
ACCELERATED PROGRAM
† THE GLOBAL MARKET FOR
IMMUNOMODULATOR DRUGS
IS ESTIMATED AT US$46.8
BILLION P.A.
THE RECENTLY ANNOUNCED
ACqUISITION OF SAN DIEGO
BASED ECLIPSE THERAPEUTICS
ExPANDS DRAMATICALLY
OUR PRESENCE IN ONCOLOGY
AND POSITIONS BIONOMICS
AS A LEADER IN STEM CELL
THERAPEUTICS:
† PROVIDES A PLATFORM FOR
GROwTH IN THE wORLD’S
LARGEST PHARMACEUTICAL
MARKET.
1
CHAIRMAN’S LETTER
DEAR FELLOw SHAREHOLDER,
Against the background of a particularly
challenging past year for risk assets,
Bionomics has had yet another year of solid
progress accompanied by major, significant
achievements. Your Company is well funded
and the entire management team, under
Deborah Rathjen’s inspiring leadership,
remains as professional, focussed and
hardworking as ever. On your behalf, I
extend my sincere thanks to the entire team,
both in Adelaide, Strasbourg and now
San Diego.
A number of key events have lifted the
stature of Bionomics. First, the early stage
partnering of our anxiety and depression
compound, BNC210, with NASDAQ listed
Ironwood Pharmaceuticals in early January
this year achieved an important goal for
Bionomics, being the first partnering of
a major compound discovered by your
Company. I am delighted to report that,
to date, the Ironwood team has exceeded
our expectations as a development and
commercialisation partner for this very
promising drug candidate.
The recently announced acquisition of
San Diego based Eclipse Therapeutics
expands dramatically our presence in
oncology, providing an exciting opportunity
to participate in cancer stem cell research
and development which is currently
receiving much attention. Our involvement
with cancer stem cells will complement
our work on BNC105, the leading global
vascular disruption agent currently under
development.
Importantly, the Eclipse acquisition provides
an operational presence in the United States
which is core to your Company’s medium
term strategy.
Our drug discovery efforts have been
expanded, and our progress has highlighted
the value of having an “in house” contract
research organisation. Our Strasbourg
based subsidiary, Neurofit, has carried out
much of the necessary testing in a timely
and professional manner.
Another major achievement has been the
strengthening of the senior management
team, with four new senior positions being
filled in the past few months. The additional
high calibre executives will enable your
Company to exploit fully the growing list of
opportunities. These management additions
have been mirrored in the appointment of
two new non-executive directors which
will greatly add to the depth of biotech/
healthcare knowledge and experience and
expand geographic cover, with two non-
executive directors now based in the United
States.
In summary, Bionomics has had a very solid
year; our achievements were many and
major. Your Company remains in a strong
position, in terms of finances, management
resources and our portfolio of assets. This
is a powerful base on which to move forward
and to reward, over time, the continuing
support and loyalty of our shareholders.
Christopher Fullerton
CHAIRMAN
YOUR COMPANY
REMAINS IN A STRONG
POSITION, IN TERMS OF
FINANCES, MANAGEMENT
RESOURCES AND OUR
PORTFOLIO OF ASSETS
CHRISTOPHER
FULLERTON
CHAIRMAN. ¢
2
CEO & MANAGING DIRECTOR’S REPORT
DURING THE YEAR wE
MADE CONSIDERABLE
PROGRESS ACROSS
OUR PIPELINE OF
TECHNOLOGIES AND IT
IS MY VIEw THAT THE
COMPANY’S FUTURE
HAS NEVER LOOKED
BRIGHTER.
DEBORAH RATHjEN
CEO & MANAGING
DIRECTOR. ¢
DEAR SHAREHOLDERS,
I am pleased to report that FY2011/12 was yet another eventful and productive year at
Bionomics. During the year we made considerable progress across our pipeline of drug
candidates and it is my view that the Company’s future has never looked brighter. One of the
standout achievements was without doubt the validation of our BNC210 anxiety program with
a lucrative out-licensing deal signed with major industry player, Ironwood Pharmaceuticals.
The deal followed a focussed effort last year to achieve what we believe
is a potentially transformational event.
† the return to our control of the Kv1.3
program for autoimmune disorders,
enabling us to broaden its application
beyond multiple sclerosis and attract
new partnering interest.
† a new program, Alpha 7, targeting the
improvement of memory in Alzheimers
Disease and other disorders has been
promoted into the development pipeline
with the selection of a drug candidate
for IND enabling studies and clinical
development a near term milestone.
I am very proud of the advances we
have made across the entire portfolio of
treatments for cancer and CNS disorders,
including:
† the extension of our clinical program
for ‘best in class’ vascular disruption
agent BNC105 to include ovarian cancer.
BNC105’s clinical development program
is already well advanced in Phase II trials
for renal cell cancer and we are excited
about this new opportunity.
† excellent results achieved by IW-2143
(formerly called BNC210) in foundation
studies to support the filing of an
Investigational New Drug (IND)
application. IW-2143 is a ‘first in class’
drug candidate with potential for the
treatment of anxiety and depression.
3
CEO & MANAGING DIRECTOR’S REPORT
BIONOMICS ACqUIRES US CANCER STEM CELL COMPANY ECLIPSE THERAPEUTICS
On 17 September 2012, Bionomics announced that it had acquired San Diego, California-based Eclipse Therapeutics.
Eclipse, which is a spin-off of NASDAQ listed Biogen Idec Inc., has developed drug candidates that target cancer stem cells
(CSCs). Eclipse has now become Bionomics’ wholly owned US subsidiary, Bionomics Inc, securing Bionomics a considerable
presence in the world’s largest pharmaceutical market. This is a strategic move for Bionomics which gives greater visibility
to our business development activities as we focus on seeking partnerships for our key programs.
BULK
TUMOUR CELLS
CANCER STEM CELLS
CSC
CONVENTIONAL
CANCER THERAPY
CANCER STEM
CELL THERAPY
TUMOUR RELAPSE
TUMOUR REGRESSION
wHAT IS A CANCER STEM CELL?
Cancer stem cells are a distinct class of cancer cells
that form the root of a tumour. Similar to other stem
cells, they are the seeds that give rise to initial tumour
formation and if left unchecked, give rise to tumour
recurrence and metastasis. Cancer stem cells are more
resistant to traditional chemotherapy and radiation
therapy, therefore the key to ultimately defeating cancer
may be new drugs that specifically target and eradicate
these cancer stem cells.
What is Eclipse’s lead product and what are the anticipated
milestones over the next 12 months?
Eclipse’s lead compound ET101 targets an undisclosed
cancer stem cell receptor that is over-expressed on
most solid tumours. In colon cancer patients, a high
expression of the ET101 target on cancer cells is
associated with an approximately 10 fold higher rate of
relapse following chemotherapy.
The ET101 program will reach a number of milestones
in the coming 12 months as Bionomics prepares for
its entry into clinical trial. A range of activities leading
up to IND enabling studies will be initiated in Q1 2013,
production-scale manufacture and IND enabling
toxicology is then anticipated to commence in Q4 CY 2013.
ET101 is expected to move into human trials in 2014.
BIONOMICS
IS NOW POSITIONED
AS A GLOBAL LEADER
IN CANCER STEM
CELL TEChNOLOGy
Significant financial and human resources have been invested in Eclipse’s cancer
stem cell drug research over eight years. Its CSC Rx Discovery™ platform can
identify antibody and small molecule therapeutics that inhibit the growth of cancer
stem cells. Cancer stem cell technology is a highly lucrative new area of oncology
and Bionomics has positioned itself as a global leader in the area.
4
US $345 MILLION CNS DEAL wITH
IRONwOOD PHARMACEUTICALS
Following a landmark licensing agreement announced
on 5 January 2012, the BNC210 program has been re-
named as IW-2143 and formally incorporated into Ironwood
Pharmaceutical’s pipeline of innovative medicines for
symptomatic disorders. Studies to date indicate that the
compound can relieve anxiety quickly, without the common
side effects such as sedation and addiction of current anti-
anxiety medications.
We are delighted with our choice of partner in Ironwood
whose talented team has strong clinical expertise and the
capacity to undertake the type of development the program
now needs.
Ironwood’s Dr Mark Currie, who holds the positions of
Senior Vice President R&D and Chief Scientific Officer, said
the quality of the animal data that Bionomics had generated
in its preclinical studies had been a critical factor in their
decision to take on the program.
Key data on the mode of action of BNC210 was
presented at the 24th Annual European College of
Neuropsychopharmacology (ECNP) Conference in Paris in
“wE HAVE BEEN MOST IMPRESSED BY THE qUALITY
OF THE ANIMAL DATA THAT BIONOMICS HAD
GENERATED IN ITS PRECLINICAL STUDIES”
DR MARK CURRIE, IRONwOOD PHARMACEUTICALS.
September 2011, ahead of the licensing deal. The new data
established a common molecular link between the anti-
anxiety and anti-depressant effects of BNC210.
A follow-up presentation of clinical data took place in
November 2011 at the annual Society for Neuroscience
Conference in Washington DC which is widely regarded by
industry insiders as the premium forum for highlighting
advances in CNS drug development. The presentation
further raised the global profile of BNC210 as an innovative,
next generation treatment for anxiety and depression.
I have no doubt that the additional exposure assisted us in
building a case for BNC210 in the eyes of the international
neuroscience community and culminated in the signing of
the licensing agreement with Ironwood.
Current activities underway at Ironwood are directed
towards advancing the Investigational New Drug (IND)
application for submission to the FDA paving the way for
US clinical trials of BNC210.
5
CEO & MANAGING DIRECTOR’S REPORT
THIS FIRST OUT-LICENCE FROM BIONOMICS’ CLINICAL STAGE PIPELINE
IS THE LARGEST DEAL ACHIEVED TO DATE FOR A PHASE I ASSET FROM
THE AUSTRALIAN BIOTECHNOLOGY SECTOR. THE ONLINE PUBLICATION
FIERCEBIOTECH INCLUDED THIS DEAL IN THE TOP 20 BIOTECH DEALS
OF 1H, 2012.
The agreement with Massachusetts-based Ironwood Pharmaceuticals, Inc. (NASDAQ:IRWD)
comprises:
† US$345 million in upfront and development and regulatory milestone payments.
† Royalties on net sales of products incorporating BNC210.
† US$13 million over the first 24 months, including US$3 million initial payment.
† All clinical trials to be funded by Ironwood.
† Ironwood will be responsible for the worldwide development and
commercialisation of all products incorporating BNC210.
6
PHASE II CLINICAL PROGRAM FOR BNC105
IS ExPANDED TO INCLUDE OVARIAN CANCER
BNC105 is a potent and selective vascular disrupting
agent that targets blood vessels in solid tumours but
leaves healthy blood vessels untouched. Its potential for
treating a range of tumour types means this compound
has the potential to be a blockbuster drug and has drawn
comparison with Roche’s Avastin which achieved sales in
excess of US$5.42 billion in 2011.
Bionomics aims to follow a similar path to the one
successfully pursued by Avastin which is to develop BNC105
in combination with established chemotherapy regimens.
This strategy will allow us to gain access to a broader
commercial opportunity more rapidly, whilst retaining a
focus on potential regulatory fast track to market. The
combination therapies included in Bionomics’ clinical
trials of BNC105 are used to treat many solid tumour types
including breast, prostate, pancreatic, gastric and lung
cancers.
A multi-centre Phase II clinical trial of BNC105 in
combination with everolimus (marketed by Novartis as
Afinitor) in patients with metastatic Renal Cell Carcinoma
has been underway in the US since January 2010. Data
presented at the American Society for Clinical Oncology
2012 Genitourinary Cancers Symposium (ASCO-GU) in San
Francisco in February this year confirmed the compatibility
of the drug combination which was shown to be safe
and well tolerated. Updated data, with both drugs at full
dosage levels, presented a consistent finding at the annual
American Society for Clinical Oncology (ASCO) meeting in
Chicago, Illinois in June.
Bionomics also published final data at ASCO from its earlier
single arm Phase II trial mesothelioma trial which enrolled
30 patients progressing after first line chemotherapy with
pemetrexed (Alimta) and cisplatin. We reported for the first
time significant changes in plasma biomarkers which were
consistent with vascular activity by BNC105. The objective
tumour response, safety profile and tolerability of BNC105
further support our premise that its integration with
established chemotherapy regimens is well warranted.
BNC105 CLINICAL TRIALS
BEGIN IN wOMEN wITH
OVARIAN CANCER:
Up to 134 women will be enrolled
at 18 sites across Australia,
New Zealand and the United
States.
In March 2012, Bionomics gained approval to trial BNC105
in women with ovarian cancer. The ovarian cancer trial was
launched in May and will evaluate BNC105 in combination
with carboplatin and gemcitabine in a multicentre
randomised Phase I/II trial. Up to 134 women will be
enrolled at 18 sites across Australia, New Zealand and
the United States. The rationale for the trial was based
on robust preclinical data showing the synergy between
BNC105 and platinum-based therapies in improving survival
rates of animals with solid tumours which was presented
in April at the American Association for Cancer Research
(AACR) Annual Meeting 2012 in Chicago, Illinois.
We anticipate interim data from the trial to be available
in mid CY2013. This timing coincides with the release of
results from the renal trial which have the potential to
trigger the negotiation of a license agreement for our
lead drug.
7
CEO & MANAGING DIRECTOR’S REPORT
PHASE II CLINICAL PROGRAM FOR BNC105 IS ExPANDED TO INCLUDE OVARIAN CANCER CONT.
100
80
60
40
20
l
a
v
i
v
r
u
s
t
n
e
c
r
e
P
0
0
10
20
40
50
60
30
Day
BNC105 preclinical data
supports ovarian cancer
trial:
† Potent cytotoxic for
platin sensitive and
resistant ovarian
cancer cells.
† Inhibits tumour growth
and improves survival
in cisplatin-resistant
ovarian cancer model.
† Treatment of lung
cancer-bearing animals
with BNC105 + cisplatin
results in 100% survival.
CONTROL
BNC105
CISPLATIN + BNC105
CISPLATIN
Saline
BNC105P
Cisplatin
BNC105P + Cisplatin
PRECEDENT ONCOLOGY LICENSING TRANSACTIONS
Source: Edison Research reports, Linwar Research reports, Bionomics management sources, Greenhill Caliburn analysis. *Indicates worldwide
deal. Average excludes significant outliers Curagen/Topotarget, Chemgenex/Hospira, Exelixis/Sanofi-Aventis, Incyte/Novartis and AVEO/Astellas
8
BIONOMICS REGAINS CONTROL OF KV1.3 PROGRAM’S DESTINY
Bionomics recently regained from former partner Merck
Serono full ownership and control of the Kv1.3 program
which is focused on developing new treatments for common
autoimmune disorders. In the four year collaboration,
Merck Serono fully funded investigations towards a new
oral drug for multiple sclerosis, and the preclinical program
was significantly advanced with the ongoing involvement of
Bionomics’ scientists.
Since regaining this valuable asset, Bionomics has been
granted a new patent by the United States Patent and
Trademark Office for the use of Kv1.3 active compounds
in the treatment or prevention of autoimmune and
inflammatory diseases. This latest patent provides further
opportunity to maximise commercial benefit for the
program by extension to include important immune-related
conditions in addition to multiple sclerosis. All have an
unmet medical need for new, more effective treatments and
include rheumatoid arthritis, psoriasis, and uveitis.
THE
MARKET
FOR
IMMUNO-
THERAPIES
IS LARGE
AND
GROwING
The global immunomodulators market size was estimated
at US$46.8 billion in 2010.
Multiple Sclerosis (MS) autoimmune disease affects nerve
function that leads to numbness, difficulty in co-ordination,
memory loss & ultimately paralysis. Annual revenue of MS
drugs worldwide exceeded US$12b in 2010 and significant
market growth is projected to 2025.
Rheumatoid arthritis (RA) is an autoimmune disease
affecting the joints that occurs in approximately 1% of the
global population. The prevalence of the disease in the US
is forecast to grow to 1.5 million people in 2016. RA is twice
as common in women as in men. The global RA market was
estimated at US$9 billion in 2009 and is forecast to grow by
6% annually to reach US$14.3 billion by 2017.
Psoriasis is a chronic, recurring disease that causes the
development of raised, reddened lesions on the skin and is
estimated to affect 1-3% of the global population. Psoriasis
can occur at any age and 20-30% of patients develop
psoriatic arthritis. Treatments for psoriasis are one of the
fastest growing segments in the global dermatology market
and account for about 18% of the market. The psoriasis
market was estimated at US$3.4 billion in 2009 and is
estimated to grow to US$6.8 billion in 2019.
Uveitis is a chronic inflammation of the eye that causes
ocular pain and loss of vision. It afflicts approximately
250,000 patients in North America and Europe. As uveitis
affects a young patient population (median age at onset is
39), the socio-economic impact of the disease is greater
than that of age-related macular degeneration (AMD) or
diabetic macular edema. Although uveitis is one of the
leading causes of blindness, the medications available to
reduce the inflammation have a low safety profile. This
presents opportunities for new treatments that have
improved safety and efficacy. The global uveitis therapeutics
market is expected to grow at 26.4% annually for the next
seven years, from $317m in 2010 to reach $1.6 billion by
2017. (Source: Global Data, 2011)
Bionomics has wasted no time in refocusing and
accelerating the program in these new directions and
is progressing two potential drug candidates. We are
developing a topical formulation for inflammatory skin
and ophthalmic applications such as psoriasis and uveitis,
in addition to an oral orally active agent for autoimmune
conditions that include multiple sclerosis, rheumatoid
arthritis and psoriasis.
In keeping with our licensing strategy,
BIONOMICS IS NOw AGGRESSIVELY SEEKING NEw
PARTNERSHIP OPPORTUNITIES FOR THIS PROGRAM TO
ExPLOIT ITS ExCITING, MULTIPLE APPLICATIONS. IT IS
PLEASING TO REPORT CONSIDERABLE LICENSING AND
IN THIS REGARD INTEREST IN THIS PROGRAM.
9
CEO & MANAGING DIRECTOR’S REPORT
ALPHA 7: MORE THAN ALzHEIMER’S DISEASE
The Alpha 7 program is centred on compounds that improve cognition through activation of the alpha7 nicotinic acetylcholine
receptor. They have the potential to treat Alzheimer’s disease and other neurodegenerative conditions such as Parkinson’s
disease, Multiple Sclerosis, Schizophrenia and ADHD by improving memory and may also reduce brain tissue inflammation.
In February 2012, Bionomics announced that a patent application covering these compounds had entered the international
phase. As with all our programs, compounds in the Alpha 7 project have been carefully benchmarked and have clearly
differentiated competitive advantages which are shown in the following table.
CHARACTERISTICS
Potent
Acute efficacy, indicative of rapid onset of action in an animal model of memory
Produce greater response than maximum concentrations of other ligands
eg: acetylcholine and nicotine
Preserve the normal signalling patterns of the receptor
Do not cause receptor desensitization
No potential for development of tolerance
Selectivity over other nicotinic receptors
BIONOMICS
POSITIVE
ALLOSTERIC
MODULATORS
COMPETING
AGONIST
COMPOUNDS
ü
ü
ü
ü
ü
ü
ü
û
û
û
û
û
û
ü
The table highlights a number of clear advantages of the Bionomics Alpha 7 compounds:
† BNO compounds, which are positive allosteric modulators of the receptor, stimulate the receptor only when needed
with no desensitization of the receptor. The rationale is that positive allosteric modulation of the receptor allows greater
efficacy without increasing side-effects or causing receptor desensitization.
† The BNO compounds have a rapid onset of action. A single dose is able to improve memory in pre-clinical models
significantly. In contrast a single administration of benchmark agonist compounds does not improve memory significantly
or with consistency in these same animal models.
† The BNO compounds are more potent and highly selective.
A near term milestone in the Alpha 7 program, drug candidate selection, will trigger GMP manufacture and the
commencement of IND enabling studies as a prelude to initiation of clinical trials.
GIVEN THE STRONG COMMERCIAL AND CLINICAL INTEREST IN AGENTS THAT STIMULATE MEMORY, wE wILL BE
LOOKING TO SECURE AN EARLY LICENSING DEAL FOR THIS PROGRAM.
10
FINANCIAL AND CORPORATE
Neurofit, our France-based contract research business
focused on CNS drugs, continues to add value to Bionomics’
CNS pipeline as well as to attract contract research
revenues from its services to large pharmaceutical
multinationals.
Bionomics ended the financial year in a strong position.
Cash at 30 June 2012 was $17,336,609, an increase of
$1,295,205 over the 30 June 2011 balance. Revenue for the
period excluding other income was $6,834,709, compared
with $4,071,798 for the period to 30 June 2011. The operating
loss after tax of the Group for the period was $3,136,238
which was in line with expectations.
With prospective near-term payments of up to $10 million
from Ironwood and strong licensing potential from three
un-partnered programs in our pipeline, Bionomics is in an
excellent position from which to drive forward on multiple
fronts.
THESE PROGRAMS REPRESENT UNPRECEDENTED
COMMERCIAL OPPORTUNITY FOR OUR COMPANY AND
CAN BE ExPECTED TO UNLOCK SUBSTANTIAL VALUE
FOR BNO SHAREHOLDERS.
ADDITIONS TO THE TEAM
Bionomics has recently made a number of appointments
to its team which emphasize the maturity of the company
and the focus we have on research and development being
linked to our business model of strategic partnering from
preclinical to Phase II clinical development.
Dr Jeremy Simpson has joined Bionomics as VP Clinical
Development, with an impressive track record in both
oncology and CNS clinical trials, and from 1 November 2012
Dr José Iglesias will come on board as our Chief Medical
Officer bringing with him 20 years of experience in big
Pharma and in biotechnology oncology drug development.
Our Eclipse acquisition has brought to us a new platform
and exciting drug candidates targeting cancer stem cells
to deepen our oncology pipeline. Just as importantly it has
brought into the team ex-Biogen Idec scientists and founders
of Eclipse Dr Peter Chu (VP US Operations and Cancer
Biology) and Dr Christopher Reyes (VP R&D Biologics).
11
THE MARKET FOR
ALzHEIMERS AND DEMENTIA
The estimated worldwide costs of dementia, including
direct and indirect costs of care, were estimated
to be $604 billion in 2010, with an estimated 35.6 million
people worldwide affected by dementia.
This number is anticipated to double every 20 years,
reaching 65.7 million in 2030 and 115.4 million in 2050.
In the US alone an estimated 5.3 million people have
Alzheimers disease (AD) with 14% of people
over 71 years of age affected by AD.
(Source: Business Insights, 2011)
CEO & MANAGING DIRECTOR’S REPORT
OUTLOOK
As I noted earlier, Bionomics’ future has never looked
brighter. Exciting partnership prospects for an expanded
Kv1.3 program and our Alpha 7 program add depth to our
pipeline of well differentiated drug candidates. Each targets
the treatment of serious conditions with significant unmet
clinical need, and for which large market opportunities exist.
We are able to not only sustain but accelerate our pipeline
development by virtue of two distinguishing attributes:
1) high quality drug candidates and 2) our strategic
partnering strategy which allows multiple and diverse
programs to be optimally developed.
I would like to conclude with thanks for the unfailing effort
of our talented people, supported by our esteemed scientific
and clinical development advisors. As a team we are very
grateful to the participants in our clinical trials and their
families and for the support of our shareholders who share
our vision in bringing more effective medicines to sufferers
of cancer, anxiety, depression and other serious conditions.
IN 2013 BIONOMICS wILL CONTINUE TO ExECUTE ITS
GLOBAL PARTNERING STRATEGY wITH A PARTICULAR
US MARKET EMPHASIS.
Deborah Rathjen
CEO and Managing Director
R&D OUTLOOK AND ANTICIPATED MILESTONES : PARTNERSHIP FOCUS
KEY PROGRAM MILESTONE
BNC105
TIMING
Complete Phase II renal cancer trial enrolment
Q4, 2012 / Q1, 2013
Results from renal cancer trial
Complete ovarian Phase I trial enrolment
New data presentations at AACR and ASCO
ALPhA 7
Drug candidate selection
Initiation of GMP manufacture and IND enabling studies
ET101
Initiation of GMP manufacture and IND enabling studies
KV1.3
Partnership
2H, 2013
1H, 2013
1H, 2013
2H, 2012
1H, 2013
1H, 2013
2013
12
PIPELINE
BIONOMICS BROAD PRODUCT PIPELINE
DRUG CANDIDATE /
PROGRAM
DISCOVERY
PRECLINICAL
PHASE I
PHASE II
LICENSEE / PARTNER
CANCER
BNC105
RENAL CANCER
BNC105
MESOTHELIOMA
BNC105
OVARIAN
ET101
SOLID TUMOURS
ET102
SOLID TUMOURS
UNDISCLOSED KINASE
SOLID TUMOURS
RET
SOLID TUMOURS
CENTRAL
NERVOUS
SYSTEM
BNC210
ANXIETY/DEPRESSION
ALPhA 7
ALZHEIMER’S
DISEASE, ADHD,
SCHIZOPHRENIA
GABA-A
EPILEPSY
UNDISCLOSED
PAIN
IMMUNE
DISEASE
KV1.3
MULTIPLE SCLEROSIS
RHEUMATOID
ARTHRITIS, PSORIASIS
13
INTELLECTUAL PROPERTY PORTFOLIO
Bionomics continues to build a strong patent portfolio covering the key elements of its business.
Through the worldwide Patent Cooperation Treaty (PCT) mechanism, Bionomics and its related companies were granted
19 patents this financial year, 3 PCT patent applications entered the national and regional phases of examination and
1 provisional patent application was filed as indicated below.
NEw PATENT APPLICATIONS GRANTED OR FILED THIS FINANCIAL YEAR
GRANTED
PATENT NO.
COUNTRY
TITLE
2005270734
Australia
Compositions and methods for angiogenesis related molecules
and treatments
7989182
United States
of America
Mutations in ion channels
570014
New Zealand
Substituted benzofurans, benzothiophenes,
benzoselenophenes and indoles and their use as tubulin
polymerization inhibitors
GRANT DATE
7 July 2011
2 August 2011
8 August 2011
4825802
Japan
Compositions and methods for angiogenesis related
molecules and treatments
16 September 2011
2010/02385
South Africa
Novel aryl potassium channel blockers and uses thereof
29 June 2011
8063093
United States
of America
Novel potassium channel blockers and uses thereof
22 November 2011
2006212726
Australia
Novel tubulin polymerization inhibitors
22 December 2011
584480
New Zealand
Novel aryl potassium channel blockers and uses thereof
5 December 2011
2007201976
Australia
Loci for idiopathic generalised epilepsy, mutations thereof
and meth using same to assess, diagnose, prognose or treat
epilepsy
12 January 2012
564892
New Zealand
Methods of treatment and diagnosis of epilepsy by detecting
mutations in the SCN1A gene
7 February 2012
2006257716
Australia
Methods of treatment and diagnosis of epilepsy by detecting
mutations in the SCN1A gene
8129142
United States
of America
Mutations in ion channels
1984333
Europe
Substituted benzofurans, benzothiophenes,
benzoselenophenes and indoles and their use as tubulin
polymerization inhibitors
1 March 2012
6 March 2012
25 April 2012
2006225071
Australia
Novel potassium channel blockers and uses thereof
26 April 2012
575686
New Zealand
Novel chromenone potassium channel blockers and uses
thereof
8198466
United States
of America
2007211840
Australia
8202513
United States
of America
Substituted benzofurans, benzothiophenes,
benzoselenophenes and indoles and their use as tubulin
polymeristaion inhibitors
Substituted benzofurans, benzothiophenes,
benzoselenophenes and indoles and their use as tubulin
polymerization inhibitors
Novel Aryl Potassium Channel Blockers and Uses Thereof
19 June 2012
1947199
Europe
Method for Identifying Nucleic Acid Molecules Associated with
Angiogenesis
20 June 2012
14
5 June 2012
12 June 2012
14 June 2012
FILED
PATENT NO.
COUNTRIES
TITLE
11106402.6
Hong Kong
Novel potassium channel blockers and uses thereof
PROGRAM
Kv1.3
PCT/AU2011/
000900
PCT
Chemical processes for the manufacture of substituted benzofurans
BNC105
598489
New Zealand
Combination therapy
2010286334
Australia
Combination therapy
2771789
Canada
Combination therapy
20108004405
9.0
China
Combination therapy
10811021.4
Europe
Combination therapy
218283
Israel
Combination therapy
2012-525817
Japan
Combination therapy
13/392473
United States
Combination therapy
2010286343
Australia
Treatment for Macular Degeneration
2771807
Canada
Treatment for Macular Degeneration
20108002815
8.8
China
Treatment for Macular Degeneration
10811030.5
Europe
Treatment for Macular Degeneration
218282
Israel
Treatment for Macular Degeneration
2012-525821
Japan
Treatment for Macular Degeneration
598490
New Zealand
Treatment for Macular Degeneration
13/392435
United States
Treatment for Macular Degeneration
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
BNC105
PCT/AU2012/
000084
PCT/AU2012/
000223
PCT/2012/00
0216
PCT
PCT
PCT
13/461213
United States
PCT/AU2012/
000533
PCT/AU2012/
000538
PCT
PCT
2012902291
Australian
Provisional
Positive Allosteric Modulators and Uses Thereof - 1
a7 nAChR
Novel Small Molecules as Therapeutics
Therapeutic Ion Channel Blocking Agents and Methods of Use
Thereof
Substituted benzofurans, benzothiophenes, benzoselenophenes and
indoles and their use as tubulin polymerization inhibotors
Manufacture of BNC210
Compounds of Formula (1) and their use in the treatment of
autoimmune and inflammatory diseases
Combination Therapy – Hypoxia
Anxiety
Anxiety
TPI
BNC210
Kv1.3
BNC105
OVERVIEw OF PATENT PORTFOLIO
† 6 patent applications covering BNC105, related molecules and biomarkers
† 4 patent applications covering BNC210 and its use in the treatment of anxiety and other disorders
† 8 patent applications covering molecules which inhibit the activity of the Kv1.3 ion channel and the use of these
molecules in the treatment of Multiple Sclerosis and other autoimmune disorders
† 2 patent applications covering Parkinson’s Disease and related disorders
† 2 patent applications covering memory enhancement and related disorders
† 38 pending patent applications covering discoveries made utilising Bionomics’ ionX™ and Angene™ platforms
15
BOARD OF DIRECTORS
MR CHRISTOPHER FULLERTON BEC
CHAIRMAN, NON-ExECUTIVE DIRECTOR
DR DEBORAH RATHjEN BSC (HONS), PHD, MAICD
CEO AND MANAGING DIRECTOR
Mr Fullerton has extensive experience in
investment, management and investment
banking and is a qualified chartered
accountant. He is the Managing Director
of Mandalay Capital Pty Limited, an
investor in listed securities and private
equity. Mr Fullerton was non-executive
Chairman of Cordlife Limited and Health
Communication Network Limited,
and held non executive directorships
with Global Health Limited, Standard
Chartered Australia Limited and Federal
Airports Corporation.
A seasoned biotech executive of over
20 years, Dr Deborah Rathjen joined
Bionomics in June 2000 from Peptech
Limited, where she was Manager of
Business Development and Licensing.
Dr Rathjen was a co-inventor of Peptech’s
TNF technology and leader of the
company’s successful defence of its key
TNF patents against a legal challenge
by BASF, providing Peptech with a
strong commercial basis for licensing
negotiations with BASF, Centocor and
other companies with anti-TNF products.
Dr Rathjen has significant experience
in research, business development and
licensing. Dr Rathjen is Chairperson of
the AusBiotech Board, and in 2004 was
awarded the AusBiotech President’s
Medal for her significant contribution to
the Australian biotechnology industry. In
2006 she received a Distinguished Alumni
Award from Flinders University, in 2009
the BioSingapore Asia Pacific Woman
Entrepreneur of the Year, and in 2010 Bio
Innovation SA Industry Leader Award.
16
DR ERROL DE SOUzA PHD
NON-ExECUTIVE DIRECTOR
MR TREVOR TAPPENDEN ACA, FAICD
NON-ExECUTIVE DIRECTOR
Mr Tappenden commenced a career as
a Non-Executive Director in 2003 after
a career with Ernst & Young spanning
30 years. During his time at Ernst &
Young Mr Tappenden held a variety of
positions including Managing Partner
of the Melbourne Office, member of the
Board of Partners, Head of the Victorian
Government Services Group and National
Director of the Entrepreneurial Services
Division. He holds directorship in various
private, government and not-for-profit
organisations and is the Chairman of the
Audit and Risk Management Committees
of many of those organisations.
Dr De Souza is a leader in the
development of therapeutics for
treatment of central nervous system
(CNS) disorders. He is currently President
and CEO of a leading US company
Biodel Inc (Nasdaq: BIOD) and is the
former President and CEO of US biotech
companies Archemix Corporation and
Synaptic Pharmaceutical Corporation.
Dr De Souza formerly held senior
management positions at Aventis and its
predecessor Hoechst Marion Roussel
Pharmaceuticals, Inc. Most recently,
he was Senior Vice President and
Site Head of US Drug Innovation and
Approval (R&D), at Aventis, where he
was responsible for the discovery and
development of drug candidates through
Phase IIa clinical trials for CNS and
inflammatory disorders. Prior to Aventis,
he was a co-founder and Chief Scientific
Officer of Neurocrine Biosciences
(Nasdaq: NBIX). Dr De Souza serves
on multiple editorial boards, National
Institutes of Health (NIH) Committees and
is a Director of several public and private
companies in the US.
17
BOARD OF DIRECTORS
MR GRAEME KAUFMAN BSC, MBA
NON-ExECUTIVE DIRECTOR
DR jONATHAN LIM MD
NON-ExECUTIVE DIRECTOR
Mr Kaufman has wide ranging experience
across the biotechnology sector, spanning
scientific, commercial and financial
areas. His experience with CSL Limited,
Australia’s largest biopharmaceutical
company included responsibility for all
of their manufacturing facilities, and the
operation of an independent business
division operating in the high technology
medical device market. As CSL’s General
Manager Finance, Mr Kaufman had
global responsibility for finance, strategy
development, human resources and
information technology. Mr Kaufman
has also served as an executive director
of ASX-listed Circadian Technologies
and a non-executive director of Amrad
Corporation. He is currently Executive
Vice President Corporate Finance with
Mesoblast Limited, and a non-executive
director of Cellmid Limited.
Jonathan Lim, MD is Managing Partner
of City Hill Ventures, LLC, which he
established in 2010 prior to co-founding
Eclipse in early 2011. Dr Lim was formerly
President, CEO, and Board Director of
Halozyme Therapeutics, Inc. where he
grew the company from five employees
and a market value of $5 million in May
2003 to 140 employees and peak market
capitalization of nearly $1 billion during
his tenure. Under Dr Lim’s eight years
of leadership, the company went public
and raised $300 million from financing
and corporate partnerships with Roche
and Baxter, achieved two U.S. FDA
approvals, and built a late stage pipeline
of two Phase III, two Phase II, and two
Phase I product candidates. Dr Lim’s
prior experience includes management
consulting at McKinsey, NIH Postdoctoral
Fellowship at Harvard, and general
surgery residency at New York Hospital-
Cornell. He has B.S. and M.S. degrees
from Stanford, M.D. from McGill, and
M.P.H. from Harvard.
18
MANAGEMENT
MS MELANIE YOUNG BCOM ACA
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Ms Young has over 13 year’s experience, with six years in the medical device field,
including two years as CFO of an ASX-listed company covering all facets of the
company’s global finance function. In particular, her considerable commercial
experience in listed company reporting requirements, international finances and
working capital management will complement the Bionomics team. Ms Young has also
gained experience in negotiating distributor agreements, due diligence, cost reduction
strategies and improving operating efficiencies. Previously Ms Young worked for
Deloitte Touche Tohmatsu in the Growth Solutions Division. Ms Young holds a Bachelor
of Commerce from Deakin University and is a Chartered Accountant.
DR jOSÉ IGLESIAS MD
CHIEF MEDICAL OFFICER
Dr. Iglesias, commencing employment on 1st November 2012, is a seasoned medical
professional with 22 years global experience in the biopharmaceutical industry.
He has spent the past six years at Celgene Corporation and its wholly owned subsidiary
Abraxis Bioscience as VP of Clinical Development at Celgene with previous roles
including CMO and VP of Global Clinical Development and Medical Affairs at Abraxis.
Previously, Dr Iglesias worked in several positions at US pharmaceutical giant
Eli Lilly over 10 years, including his appointment as Oncology Medical Advisor for
the Australia and the Asia Pacific region between 2002 and 2004. A graduate from
the Montevideo School of Medicine, Dr. Iglesias has been published more than
50 times and is an active member of ASCO, AACR and ESMO.
DR EMILE ANDRIAMBELOSON PHD
HEAD OF RESEARCH NEUROFIT
Dr Emile Andriambeloson joined Neurofit in 2002 from Novartis Pharma and has
played an important role in the development of Neurofit’s business. In 2005 Dr
Andriambeloson became the Head of Research at Neurofit and is the key interface
with Neurofit’s international customer base as well as Bionomics’ CNS programs.
Dr Andriambeloson has a PhD from the University of Strasbourg in France and is
recognised for his expertise in pharmacology. He is the author of 22 articles published
in highly regarded peer reviewed scientific journals. Dr Andriambeloson’s previous
positions include Novartis Pharma (Basel, Switzerland), Heart Research Institute
(Sydney, Australia) and University of New South Wales (Sydney, Australia).
19
MANAGEMENT
20
DR ANDREw HARVEY BSC (HONS) PHD
VICE PRESIDENT DRUG DISCOVERY
Dr Andrew Harvey is Vice President Drug Discovery. Dr Harvey is responsible for all
chemistry activities in Bionomics’ programs. Prior to joining Bionomics in 2009,
Dr Harvey was a medicinal chemist at The Walter and Eliza Hall Institute for Medical
Research. He was awarded a National Health and Medical Research Council Industry
Fellowship to support his research into new treatments for Multiple Sclerosis. He
received his PhD and Bachelor of Science (Honours) in the fields of biological and
organic chemistry from Canterbury University in New Zealand.
DR GABRIEL KREMMIDIOTIS BSC (HONS) PHD
VICE PRESIDENT RESEARCH & DEVELOPMENT
Dr Gabriel Kremmidiotis has a diverse scientific background spanning the fields
of Drug Discovery & Development, Cancer Biology, Immunology, Molecular
Genetics and Bioinformatics. Dr Kremmidiotis has a PhD and a Bachelor of Science
(Honours) from Flinders University and a Bachelor of Science from The University of
Melbourne. Dr Kremmidiotis joined Bionomics in January 2002. Other appointments
have included positions at Flinders University, Adelaide University, the Los Alamos
National Laboratories and the Adelaide Women’s and Children’s Hospital. He is
the author of 25 articles published in internationally-recognised scientific journals
including Clinical Cancer Research, Molecular Cancer Therapeutics, Cell and
Proceedings of the National Academy of Sciences. Dr Kremmidiotis is a member of
the American Association for Cancer Research (AACR) and the American Society of
Clinical Oncology (ASCO).
DR SUE O’CONNOR PHD
VICE PRESIDENT NEUROSCIENCE RESEARCH
Dr Sue O’Connor graduated from the University of Adelaide, Australia with a PhD
in Genetics. With her post-doctoral research at the Hanson Institute, Dr O’Connor
moved into the Biotechnology sector, working on drug development projects in the
Department of Medicine at Flinders University, Australia. Here, her interest in neuro-
psychopharmacology and the development of drugs for the treatment of psychiatric
disorders was formed. Since joining the Bionomics team 9 years ago, her major focus
has been in CNS drug discovery and development. Dr Sue has identified BNC210, a
small molecule with considerable potential as a new treatment for anxiety disorders
and has taken the molecule through to the completion of four Phase Ia / Ib clinical trials
in Australia and Europe. BNC210 has now been partnered with a US pharmaceutical
company for further clinical development.
DR jEREMY SIMPSON BSC (HONS), PHD
VICE PRESIDENT CLINICAL DEVELOPMENT
Dr Jeremy Simpson joined Bionomics in July 2012. He holds a Bachelor of Science
(Honours) from Cardiff University and a PhD from Brunel University. Dr Simpson has
over 20 years of corporate leadership experience in healthcare, pharma and contract
research organisation settings across Australia, New Zealand and the Asia Pacific
region. Dr Simpson has worked in clinical development roles with Wellcome Australia,
Pharmacia Australia and ICON Clinical Research where he led the Asia Pacific regional
team whilst based in Singapore. Most recently, Dr Simpson was Scientific Affairs
Director at Fresenius Kabi Australia with responsibility for regulatory affair, medical
affairs, quality assurance, clinical development and product reimbursement. In 2011
he was awarded the Fresenius Kabi Asia Pacific Management Team Award 2011.
DR PETER CHU PHD
VICE PRESIDENT US OPERATIONS & CANCER BIOLOGY
Dr. Chu is a seasoned biotech industry professional with 20 years experience in
medical research and drug discovery. He is a recognised expert on cancer stem cells,
and has also published scientific papers in the areas of cancer therapeutics and tumor
immunology. He was the founding CEO of Eclipse Therapeutics, and during his tenure,
the company successfully raised a $2M seed investment round and acquired
Biogen Idec’s cancer stem cell assets. Prior to Eclipse, Dr. Chu was a scientist at
Biogen Idec for 9 years, where he led the cancer stem cells research program,
and also held various leadership positions on multiple cancer therapeutic antibody
programs. Dr. Chu also worked extensively with the business development group to
evaluate new licensing and investment opportunities in oncology. Dr. Chu received his
doctorate from the Biomedical Sciences Program at the University of California, San
Diego, and a master’s degree from the University of Toronto. His undergraduate degree
was in microbiology and immunology at McGill University in Montreal, Canada.
DR CHRISTOPHER REYES PHD
VICE PRESIDENT RESEARCH AND DEVELOPMENT BIOLOGICS
Christopher Reyes, PhD, brings his experience linking protein biophysics to drug
discovery and development to his work at Eclipse. Prior to founding Eclipse, Dr. Reyes
was a scientist at Biogen Idec charged with the leading multiple antibody therapeutic
and engineering programs. Dr. Reyes has extensive project management experience
and is a co- inventor on numerous patent applications covering antibody engineering
and therapeutic antibodies. Dr. Reyes received his bachelor’s degree in Biophysics
from the University of California, Berkeley and performed his graduate studies in
Biophysics at the University of California, San Francisco. Dr. Reyes was a postdoctoral
fellow at The Scripps Research Institute focused on the X-ray crystallography
of integral membrane proteins and led a small drug discovery team focused on
overcoming multi-drug resistance pathogens. Dr Reyes has received honours from the
National Science Foundation, the Ford Foundation and was a McNair Scholar.
21
CORPORATE GOVERNANCE STATEMENT
Bionomics Limited (the Company) and the Board are
committed to achieving and applying a high standard of corporate
governance taking into consideration the Company’s size and
the industry in which the Company operates.
The Company’s framework is consistent with the Australian
Securities Exchange (ASX) Corporate Governance Council
(ASX CGC) guidelines.
The relationship and division of responsibilities between the
Board and other key management personnel is critical to the
Company’s long-term success. The directors are responsible to
the shareholders for the performance of the Company in both
the short and the longer term and for seeking an appropriate
balance between sometimes competing objectives in determining
the best interests of the Company. Their focus is to enhance the
interests of shareholders and to ensure the Company is properly
governed.
Day to day management of the Company’s affairs, including the
implementation of its approved strategy and policy initiatives,
is delegated by the Board to the Chief Executive Officer and
Managing Director and other key management personnel,
except for matters expressly required by law to be approved by
the Board. This delegation process has been formalised by the
documentation of responsibilities between the Chairman and the
Chief Executive Officer and Managing Director and incorporated
into the Board’s charter.
The following corporate governance framework has been
implemented to ensure the highest level of corporate governance
is achieved:
† establishment of an internal control framework focusing
on key business risks;
† adoption of a code of professional ethics and conduct which
applies to all directors, officers and employees;
† implementation of strict policies regarding related party
transactions and the acquisition and disposal of the
Company’s securities by directors, officers and
employees; and
† adoption of clear reporting and communication policies
and procedures.
A description of the Company’s main corporate governance
practices is set out below. All these practices, unless otherwise
stated, were in place for the entire year.
THE BOARD OF DIRECTORS
The Board of Directors (the Board) operates in accordance
with the broad principles formally set out in its charter (Board
Charter) that is available from the corporate governance section
of the Company website at www.bionomics.com.au. The Board
Charter details the Board’s composition and responsibilities.
The Board Charter (inter alia) states:
† the Bionomics’ Board will at all times recognise its
overriding responsibility to act honestly, fairly, diligently and
in accordance with the law in fulfilling its primary responsibil-
ity of looking after the interests of Bionomics’ shareholders.
These interests are well served by also taking into
consideration the interests of other stakeholders such as
employees and affiliated institutions.
† the Board is to be comprised of both executive and non-
executive directors with a majority of non-executive directors.
† in recognition of the importance of independent views and the
Board’s role in supervising the activities of management, the
majority of the Board must be independent of management
and all directors are required to bring independent judgement
to bear in their Board decision making.
† the Board shall undertake an annual Board performance
evaluation to identify any improvements necessary for both its
operations and the Board Charter.
RESPONSIBILITIES OF THE BOARD
The responsibilities of the Board include:
† approving the strategic direction, objectives and annual
financial budget of Bionomics and monitoring the
implementation of those strategies and achievement of
those objectives and budget.
† monitoring compliance with regulatory requirements
and ethical standards.
† appointing and reviewing the performance of the Chief
Executive Officer and Managing Director and of the
performance of the Chief Executive Officer’s direct reports
in achieving corporate goals.
† approving announcements to shareholders and the ASX.
† approving significant third party agreements.
† issuing shares, options, equity instruments or other
securities.
† developing Bionomics’ corporate governance procedures,
systems of risk management and internal compliance and
control, codes of conduct (including human resources
policies) and legal compliance.
† approving and monitoring the progress of major capital
expenditure, capital management and acquisitions and
divestures.
† assessing the composition of the Board and reviewing its
processes and performance.
22
COMMITMENT
Regular Board meetings and reviews of strategy are held
throughout the year to monitor performance against both the
Board approved objectives and the Board’s broad strategic plan.
The number of meetings of the Company’s Board and of each
Board committee held during the year ended 30 June 2012 and
the number of meetings attended by each director is disclosed in
the Directors’ Report under the heading ‘Meetings of Directors’.
It is the Company’s practice to allow its executive director to
accept appointments outside the Company with prior written
approval of the Board.
CONFLICT OF INTERESTS
All Board members are required as a continuing obligation to
immediately notify the Board in writing of any actual or potential
conflicts of interest or any circumstance that may affect a Board
member’s level of independence.
INDEPENDENT PROFESSIONAL ADVICE
Directors may seek independent professional advice, at the
expense of the Company, on any matter connected with the
discharge of their responsibilities. Prior written approval of the
Chairman is required, but this will not be unreasonably withheld.
Copies of this advice will be made available to, and for the benefit
of, all Board members at the discretion of the Chairman.
PERFORMANCE ASSESSMENT
In line with the timetables setting out the adoption of the ASX
CGC guidelines the Board undertakes an annual self assessment
comparing its performance with the requirements of the
Board Charter. In this process, the Chairman meets directors
individually to assess how Board performance may be improved.
Board Members
Details of the members of the Board, their experience, expertise,
qualifications, term of office and independence status are set
out in the Directors’ Report under the heading ‘Information on
Directors’. At the date of signing the Directors’ Report there
were three non-executive directors (including the Chairman), all
of whom are deemed independent under the principles set out
below and one executive director.
The Board seeks to ensure that it is cognisant of the state of
development of Bionomics as a company:
† at any point in time, its membership as a group has expertise
in areas of current and future importance to the Company as
it grows.
† the size of the Board is conducive to effective discussion and
efficient decision-making.
DIRECTORS’ INDEPENDENCE
The Board has adopted specific principles in relation to directors’
independence. These state that to be deemed independent, a
director must be independent of management and free of any
business or other relationship that could materially interfere
with – or could reasonably be perceived to materially interfere
with – the exercise of their unfettered and independent
judgement.
Issues relating to an assessment of the independence of
a director will be determined by reference to the guidance
provided by the ASX CGC guidelines. The Board shall determine
the thresholds of materiality from the perspective of both the
Company and its directors in determining whether a director
maintains his or her independence of mind.
TERM OF OFFICE
The Company’s Constitution specifies that all non-executive
directors must retire from office no later than the third AGM
following their last election, however they may offer themselves
for re-election.
ROLE OF THE CHAIRMAN AND CHIEF ExECUTIVE OFFICER AND
MANAGING DIRECTOR
The Chairman is responsible for leading the Board, ensuring
directors are properly briefed in all matters relevant to their role
and responsibilities, facilitating Board discussions and managing
the Board’s relationship with the Company’s key management
personnel.
The Chief Executive Officer and Managing Director is responsible
for implementing the Company strategies and policies.
23
CORPORATE GOVERNANCE STATEMENT
DIVERSITY
Bionomics’ is in the process of implementing a diversity policy.
While the key focus of the Diversity Policy and the ASX Corporate
Governance Council’s recommendations is on promoting the role
of women within organisations, the Company recognises that
other forms of diversity are also important and will seek to
promote and facilitate a range of diversity initiatives throughout
the Company beyond gender diversity including setting
measurable objectives as necessary.
The Board will ensure that appropriate procedures and
measures are introduced to ensure that the Company’s diversity
commitments are implemented appropriately.
With an extremely limited pool of appropriate candidates for
many roles throughout the organisation, the Company considers
that it would be detrimental to shareholder interest to recruit on
any basis other than merit.
Recommendation 3.4 of the Principles requires ASX listed
entities to disclose in the Annual Report the proportion of women
in the whole organisation, in senior executive positions and on
the Board at the end of year.
TOTAL
BOARD
SENIOR
MANAGEMENT
OTHER
All Staff
Female Staff
42
22
4
1
5
2
% of total
52%
25%
40%
33
19
58%
CORPORATE REPORTING
For each of the half year and full year results, the Chief
Executive Officer and Managing Director and Chief Financial
Officer are required to make the following certifications
to the Board:
† that the Company’s financial statements are complete and
present a true and fair view, in all material respects, of the
financial condition and operational results of the Company
and are in accordance with relevant accounting standards;
and
† that the above statement is founded on a sound system of
risk management and internal compliance and control which
implements the policies adopted by the Board and that the
Company’s risk management and internal compliance and
control are operating efficiently and effectively in all material
respects.
BOARD COMMITTEES
The Board has established one committee to assist in the
execution of its duties and to allow detailed consideration
of complex issues. This committee is the Audit and Risk
Management Committee, which is comprised entirely of non-
executive directors.
All matters determined by the committee are submitted to the
full Board as recommendations for final Board decision. Minutes
of committee meetings are tabled at a subsequent Board meeting.
There is no formal nomination committee for the Company.
Nominations for the Board are considered by the full Board as part
of normal business reviewed by the Board at its regular meetings.
Under the Board Charter, in the event that the Board believes
a new director should be appointed, the Board shall review the
range of skills, experience and expertise currently existing on
the Board in relation to areas of current and future importance
to the Company as it grows. Candidates are assessed against
this review of needs and, where appropriate, advice is sought
from independent search consultants.
Where the Board appoints a suitable candidate that person must
stand for election at the next AGM of the Company.
Notices of meeting for the election of directors comply with the
ASX CGC guidelines.
New directors will be provided with a letter of appointment
setting out the Company’s expectations, their responsibilities,
rights and the terms and conditions of their appointment.
Compensation Committee
Due to the size of the Board, all Board Committee functions are
handled by the full Board rather than a subcommittee.
In this context, the Board decides on remuneration and
incentive policies and practices generally and makes specific
recommendations on remuneration packages and other terms of
employment for executive directors and non-executive directors.
All key management personnel sign a formal employment
contract at the time of their appointment covering a range of
matters including their duties, rights, responsibilities and any
entitlements on termination. A formal establishment of annual
objectives and subsequent evaluation of performance including
a half-year review is conducted by the Chief Executive Officer
and Managing Director with all key management personnel who
report directly to that position.
Further information on directors’ and other key management
personnel’s remuneration is set out in the Directors’ Report and
note 24 to the financial statements.
The Compensation Committee previously had responsibility
for reviewing any transactions between the Company and the
directors, or any interest associated with the directors, to ensure
the structure and the terms of the transaction was in compliance
with the Corporations Act 2001 and was appropriately disclosed.
This is now the responsibility of the full Board.
24
Audit and Risk Management Committee
The Audit and Risk Management Committee consists of the
following non-executive directors:
† Mr Trevor Tappenden (Chairman)
† Mr Christopher Fullerton
Details of the directors’ qualifications and all attendance at Audit
and Risk Management Committee meetings are set out in the
Directors’ Report.
ExTERNAL AUDITORS
The Board’s policy is to appoint external auditors who clearly
demonstrate quality and independence. The performance of
the external auditor is reviewed annually by the Audit and Risk
Management Committee which also makes recommendations
to the Board about the appointment of audit services for
subsequent periods, taking into consideration assessment of
performance, existing value and costs.
The Audit and Risk Management Committee has its own
charter setting out its role and responsibilities, composition,
structure, membership requirements and the manner in which
the Committee is to operate. This charter is available on the
Company website.
The main responsibilities of the Committee are to:
† review, assess and recommend the annual financial
statement and the half-year financial statement to the Board;
and
† assist the Board in fulfilling its oversight responsibilities
through reviewing:
− the financial reporting process;
− the system of internal control and management of risks;
− the audit process: and
− the Company’s process for monitoring compliance with
laws and regulations.
Included in these responsibilities, the Audit and Risk
Management Committee:
† reviews the external auditors’ proposed audit scope,
approach and their performance;
† makes recommendations to the Board regarding the
re-appointment of the external auditors;
† considers the independence of the external auditors
including the range of non-audit related services provided
by the external auditors to the Company; and
† ensures the Company establishes an effective Risk
Management Policy and ensures compliance.
In fulfilling its responsibilities, the Audit and Risk Management
Committee:
† receives regular reports from management and external
auditors;
† reviews whether management is adopting systems and
processes sufficient for a company of Bionomics’ size and
stage of development;
† reviews any significant disagreements between the external
auditors and management, irrespective of whether they have
been resolved;
† meets separately with external auditors at least twice a year
without the presence of management; and
† provides external auditors with a clear line of direct
communication at any time to either the Chairman of the Audit
and Risk Management Committee or the Chairman of the Board.
The Audit and Risk Management Committee has authority,
within the scope of its responsibilities, to seek any information
it requires from any employee or external party and to obtain
external legal or other professional advice.
Deloitte Touche Tohmatsu were appointed as external auditor
in 2007. Deloitte’s policy is to rotate engagement partners every
five years in line with the requirements of the Corporations Act
2001.
An analysis of fees paid to the external auditors, including a
breakdown of fees for non-audit services, is provided in note
27 to the financial statements. It is the policy of the external
auditors to provide an annual declaration of their independence
to both the Audit and Risk Management Committee and the
Board.
The external auditor is requested to attend the AGM and be
available to answer shareholder questions about the conduct of
the audit and the preparation and content of the audit report.
RISK ASSESSMENT AND RISK MANAGEMENT
The Board, through the Audit and Risk Management Committee,
is responsible for ensuring there are adequate policies in
relation to risk management, compliance and internal control
systems. In summary, Company policies are designed to ensure
significant strategic, operational, legal reputational and financial
risks are identified, assessed and effectively monitored and
managed in a manner sufficient for a company of Bionomics’
size and stage of development to enable achievement of the
Company’s business strategy and objectives.
The Company’s risk management policies are managed by
the key management personnel and are reviewed by the Audit
and Risk Management Committee according to a timetable
of assessment and review proposed by that Committee and
approved by the Board.
ENVIRONMENTAL AND OCCUPATIONAL HEALTH
AND SAFETY MANAGEMENT POLICIES
The Company recognises the importance of occupational health
and safety (OH&S) and is committed to the highest levels of
performance. To help meet this objective, policies have been
established to facilitate the systematic identification of OH&S
issues and to ensure they are managed in a structured manner.
This system allows the Company to:
† monitor its compliance with all relevant legislation; and
† encourage employees to actively participate in the
management of OH&S issues.
The Company is in full compliance with all necessary
environmental and other licensing requirements required for
its research facility in Thebarton (South Australia) and for
Neurofit SAS (Neurofit) in France.
25
All announcements disclosed to the ASX are posted on the
Company’s website as soon as practical after disclosure to
the ASX. Procedures have also been established for reviewing
whether any price sensitive information has been inadvertently
disclosed, and if so, this information is also immediately
released to the market.
All shareholders are entitled to receive a copy of the Company’s
annual report. In addition, the Company seeks to provide
opportunities for shareholders to participate through electronic
means. Recent initiatives to facilitate this include making all
Company announcements, details of Company meetings, press
releases for the last three years and financial statements
available on the Company’s website along with transcripts to the
Chairman’s and Chief Executive Officer and Managing Director’s
addresses to the Company’s AGMs.
The website also includes a feedback and information request
mechanism for investors and shareholders via the Contact Us
page of the website.
AUSTRALIAN EqUIVALENTS TO INTERNATIONAL
FINANCIAL REPORTING STANDARDS (AIFRS)
The financial statements are prepared in accordance with AIFRS.
CORPORATE GOVERNANCE STATEMENT
CODE OF CONDUCT
In its Board Charter, the Board has recognised its overriding
responsibility to act honestly, fairly, diligently and in accordance
with the law in fulfilling its primary responsibility of looking after
the interests of Bionomics’ shareholders. The Board believes
that the interests of shareholders are best served by also
taking into account the interests of other stakeholders such as
Bionomics’ employees and individuals engaged in Bionomics’
directed research at Bionomics’ affiliated institutions.
The Board will work to promote and maintain an environment
within Bionomics that establishes these principles as basic
guidelines for all employees.
Bionomics has formalised a code of business conduct and ethics.
A number of policies that relate to business conduct are in place
including harassment prevention and share trading.
Copies of the share trading policies for directors and for
employees are available on the Company’s website.
CONTINUOUS DISCLOSURE AND
SHAREHOLDER COMMUNICATION
The Company has written policies and procedures that focus
on continuous disclosure of any information concerning the
Company that a reasonable person would expect to have
a material effect on the price of the Company’s securities.
These policies and procedures also include the arrangements
the Company has in place to promote communication with
shareholders and encourage effective participation at AGMs.
These policies and procedures are available on the Company’s
website.
The Chief Executive Officer and Managing Director has been
nominated as the person responsible for communications
with the ASX. This role includes responsibility for ensuring
compliance with the continuous disclosure requirements in the
ASX Listing Rules and overseeing and co-ordinating information
disclosure to the ASX, analysts, brokers, shareholders, the
media and the public.
26
DIRECTORS’ REPORT
Your directors present their report on the financial statements
of the Group for the year ended 30 June 2012, comprising the
parent entity Bionomics Limited (Bionomics) and its subsidiaries.
In order to comply with the Corporations Act 2001, the directors
report as follows:
DIRECTORS
The following persons were directors of Bionomics during the
period and up to the date of this report:
† Mr Christopher Fullerton, Non-Executive Chairman
† Dr Deborah Rathjen, Chief Executive Officer
and Managing Director
† Mr Trevor Tappenden, Non-Executive Director
† Dr Errol De Souza, Non-Executive Director
The above named directors held office during the whole of the
financial year and since the end of the financial year.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the period were:
† to undertake research and development utilising Bionomics’
proprietary technology platforms with the aim of identifying
and developing therapies to treat cancer and conditions of the
Central Nervous System (CNS), including anxiety, Multiple
Sclerosis and epilepsy;
† to commercialise intellectual property assets; and
† to identify strategic alliances and project opportunities
capable of increasing shareholder value and of enhancing the
competitive advantage of Bionomics within the biotechnology
industry.
OPERATING RESULTS
Consolidated revenue for the year to 30 June 2012 increased by
67.9% to $6,834,709, predominately attributable to the Ironwood
Pharmaceuticals, Inc agreement for commercialising BNC210.
Grant funding and government assistance for the period was
$3,102,837, with the majority relating to the Research and
Development (R&D) Tax Incentive introduced from 1 July 2011.
Bionomics expects to be eligible for a cash refund during the
next 12 months on lodgement of the relevant returns and has
recognised this receivable at 30 June 2012. This compared with
revenues of $4,071,798 and grant funding of $64,625 for the year
to 30 June 2011. The operating loss after tax of the Group for the
year to 30 June 2012 was $3,136,238 compared with the prior
year after tax loss of $9,356,497.
The consolidated Group’s Statement of Financial Position
was strengthened by the sale and leaseback of the Thebarton
premises which settled on 13 July 2011 giving net cash inflow
of $4.1 million and the licensing of BNC210 to Ironwood
Pharmaceuticals, Inc in January 2012. Significant investment
totalling $648,797 was made in scientific plant and equipment
during the year ended 30 June 2012 (2011: $75,886), enabling the
Group to improve efficiencies in the laboratory. The cash position
(net of bank overdraft) at 30 June 2012 was $17,288,573
(2011: $16,052,230).
REVIEw OF OPERATIONS
DRUG DEVELOPMENT
BNC105 : A highly Selective and Potent Vascular Disrupting
Agent (VDA) for the Treatment of Solid Tumours
Bionomics has continued to execute a carefully planned clinical
trial program for BNC105. The clinical development of BNC105
has undertaken a three-pronged approach involving the use of
BNC105 either, in combination with other established methods of
cancer chemotherapy treatment, in combination with molecular
targeted therapies, or as a monotherapy. The key objective of
this approach is to consolidate the safety profile, obtain early
evidence of efficacy and delineate the development path.
In the period, two BNC105 clinical trials (in renal cell cancer and
mesothelioma) reached key milestones and the BNC105 clinical
trial program was expanded to a third clinical trial in women with
ovarian cancer.
Bionomics is conducting a US multi-centre Phase II clinical trial
of BNC105 in combination with everolimus (Afinitor) in patients
with metastatic Renal Cell Carcinoma (RCC). Afinitor is an
mTOR inhibitor, which is used as a treatment after patients have
failed therapy with Tyrosine Kinase Inhibitors (TKIs). BNC105
represents a potential new paradigm in the treatment of patients
with renal cell carcinoma.
In the period, Bionomics announced the completion of the
Phase I component of this trial. Twelve patients were enrolled to
the Phase I component. A number of patients had completed over
10 cycles of treatment with the BNC105 and Afinitor combination
at the time of completion of the Phase I component of the trial
and five patients remained on treatment. Currently one patient
has completed 15 cycles of treatment and three patients remain
on treatment. The results indicate that the recommended dose
of Afinitor is well tolerated and supported the use of Afinitor and
BNC105 at their full dose levels. Analysis of drug levels indicated
no interaction between BNC105 and Afinitor, confirming the
compatibility of the drug combination.
In the Phase II clinical trial of BNC105 in patients with malignant
pleural mesothelioma, all patients had relapsed following prior
chemotherapy with cisplatin and Alimta. Thirty patients were
enrolled and treated with BNC105. The overall clinical benefit
observed in the trial was 43.3% (13 patients with stable disease
or better). One patient demonstrated an objective response with
a reduction of 57% in tumour measurement. Twelve patients
were classified as stable disease by RECIST. Plasma biomarkers
showed significant changes consistent with vascular activity. In
addition mesothelin levels, a potential marker for mesothelioma,
in the patient showing an objective response achieved a
decrease to less than 75% of baseline after one treatment
cycle. Two additional patients with stable disease similarly
achieved decrease in mesothelin to less than 75% of baseline.
The objective tumour response, safety profile and tolerability
of BNC105 warrant further research into its integration with
established chemotherapy regimens.
27
DIRECTORS’ REPORT
Clinical trial data from both the ongoing US trial of BNC105 in
patients with RCC and the completed Australian trial in patients
with mesothelioma was presented at the annual American
Society for Clinical Oncology (ASCO) meeting in Chicago, Illinois.
In May 2012 Bionomics launched a Phase I/II clinical trial of
BNC105 in women with ovarian cancer. It is anticipated that
up to 134 women will be enrolled at 18 sites across Australia,
New Zealand and the United States, including sites in Indiana
and Wisconsin. The trial will evaluate BNC105 in combination
with current standard therapies carboplatin and gemcitabine.
The study will be conducted by the Australian and New Zealand
Gynaecological Oncology Group (ANZGOG) working with the
National Health and Medical Research Council Clinical Trials
Centre. The design of this clinical trial is based on robust
preclinical data demonstrating synergy between BNC105 and
platinum-based therapies in improving survival rates of animals
with solid tumours.
BNC210: A “Next Generation” Treatment for Anxiety
and Depression
On 5 January 2012 Bionomics announced the licensing of BNC210
to Cambridge, Massachusetts-based Ironwood Pharmaceuticals,
Inc. Under the agreement with Ironwood, Bionomics could
receive up to US$345 million pending achievement of certain
development and regulatory milestones plus if successful,
royalties on sales of products incorporating BNC210. Since
the signing of this agreement Ironwood has assigned a large
internal team across all the disciplines required to progress
the development of BNC210. Work in progress is aimed at an
Investigational New Drug (IND) submission to the US FDA to
enable US-based clinical trials of BNC210 (IW2143).
DRUG DISCOVERY
Kv1.3 Program: A New Class of Immunomodulators
On 15 June 2012, Bionomics announced that it had terminated
its agreement with Merck Serono and that it would pursue a
broader range of commercial opportunities for the program
within the >$46 billion pa immunomodulators market which
includes rheumatoid arthritis, psoriasis as well as Multiple
Sclerosis. Bionomics retains sole worldwide rights to develop
and commercialise compounds jointly discovered with Merck
Serono. There is considerable commercial interest in Kv1.3 as
a target and Bionomics will take advantage of this interest in
executing a broader partnership strategy for the program.
Alpha 7 Program for Memory Improvement Nears Milestone
Over the period Bionomics increased the resources allocation
to the discovery of a well differentiated drug candidate targeting
the alpha 7 nicotinic acetylcholine receptor (Alpha 7). The
program is very well matched to our ionX® drug discovery
platform and the expertise of our European subsidiary Neurofit.
Bionomics scientists have already been able to identify
compounds which modulate the receptor to restore memory
in animals whose memory has been lost through treatment
with an agent called scopolamine. Compounds which modulate
the function of the Alpha 7 receptor have potential utility in the
treatment of Alzheimers Disease, Schizophrenia, Hyperactivity
28
Disorder (ADHD) as well as Multiple Sclerosis and mood and
anxiety disorders. This program is nearing the key milestone of
drug candidate selection which will see a novel compound enter
IND–enabling studies in line with Bionomics partnering strategy
for this Program.
New Oncology Programs Fostered
Bionomics continues its close association with the CRC for
Cancer Therapeutics. The arrangement with the CRC allows
Bionomics to incubate new oncology projects in a cost and time
efficient manner. It also provides Bionomics with the opportunity
to work with many of the best cancer researchers and clinicians
in Australia. Current discovery programs include compounds for
the treatment of solid tumours targeting an undisclosed kinase
target. In line with Bionomics’ objectives, the program is on
track to deliver a new drug candidate for IND-enabling studies
and subsequent clinical development in FY13.
OUTLOOK
Bionomics is in a sound financial position and is well placed to
continue to execute its clinical trials, R&D efforts and business
strategy. Bionomics continues to seek opportunities which
expand its reach into key markets, in particular the US.
It is anticipated that a number of important R&D milestones will
be achieved in FY13 including:
† completion of enrolment in the Phase I component of the
BNC105 ovarian cancer trial and completion of enrolment in
the BNC105 renal cancer trial.
† identification of an Alzheimers Disease drug candidate for
clinical development.
† progress, in collaboration with the CRC for Cancer
Therapeutics, in the cancer kinase program with the identifi-
cation of a novel drug candidate for clinical development.
In addition, funded by our partner Ironwood, BNC210 (IW2143)
is anticipated to make good progress in clinical development and
Bionomics will continue to work closely with Ironwood. Under
the agreement with Ironwood, Bionomics could receive up to
US$345 million pending achievement of certain development and
regulatory milestones plus if successful, royalties on sales of
products incorporating BNC210 and other related compounds.
Our licensing strategy for both our Alpha 7 and Kv1.3 programs
is being implemented and Bionomics has a number of active
discussions in progress.
Dividends
The directors do not propose to make any recommendation for
dividends for the current financial year. There were no dividends
declared in respect of the previous financial year.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs of the
Group during the financial year.
Subsequent Events
No matters or circumstances have arisen since the end of the
financial year which significantly affects or may significantly
affect the results of the operations of the Group.
Likely Developments and Expected Results of Operations
The Group will continue to undertake drug discovery and
will seek to commercialise the outcomes of its research and
development in the form of diagnostic products and drugs for the
treatment of disease.
Further information on likely developments in the operations of
the Group and the expected results of operations have not been
included in this report because further disclosure would not be
in the Group’s best interests.
Environmental Regulation
The Group is subject to environmental regulations and other
licenses in respect of its research facilities in Thebarton (South
Australia) and for Neurofit in France. The Group is subject to
regular inspections and audits by responsible State and Federal
authorities. The Group was in compliance with all the necessary
environmental regulations throughout 2011 - 2012 and no related
issues have arisen since the end of the financial year to the date
of this report.
INFORMATION ON DIRECTORS
Mr Christopher Fullerton BEc
Chairman – Non-Executive
Director since 23 December 2008
Experience and Expertise
Mr Fullerton has extensive experience in investment,
management and investment banking and is a qualified
chartered accountant. He is the Managing Director of Mandalay
Capital Pty Limited, an investor in listed securities and private
equity. Mr Fullerton was non-executive Chairman of Cordlife
Limited and Health Communication Network Limited and
held non-executive directorships with Global Health Limited,
Standard Chartered Australia Limited and Federal Airports
Corporation.
Current Directorships (in addition to Bionomics Limited)
Listed: Nil
Other: Mandalay Capital Pty Limited; Kador Group Holdings Pty
Limited; Home Source Limited.
Former Listed Directorships in Last Three years
Nil
Special Responsibilities
Member of Audit and Risk Management Committee
Interests in Shares and Options
4,200,000 ordinary shares in Bionomics Limited
1,000,000 unlisted options over ordinary shares in
Bionomics Limited
Dr Deborah Rathjen BSc (hons), MAICD, PhD
Chief Executive Officer and Managing Director
Director since 18 May 2000
Experience and Expertise
Dr Rathjen joined Bionomics in 2000 from Peptech Limited,
where she was general manager of business development
and licensing. Dr Rathjen was a co-inventor of Peptech’s TNF
technology and leader of the company’s successful defence of its
key TNF patents against a legal challenge by BASF. Dr Rathjen
has significant experience in research, business development
and licensing and specific expertise in inflammation and cancer.
Dr Rathjen is Chairperson of the AusBiotech Board.
Current Directorship (in addition to Bionomics Limited)
Listed: Nil
Other: Director and Chairperson of AusBiotech Limited
(since 2008)
Former Listed Directorships in Last Three years
Nil
Special Responsibilities
Chief Executive Officer and Managing Director
Interests in Shares and Options
1,533,689 ordinary shares in Bionomics Limited
3,120,000* unlisted options over ordinary shares in Bionomics
Limited
*Includes 1,000,000 options granted and vested in August 2012
Mr Trevor Tappenden CA, FAICD
Non-Executive Director
Director since 15 September 2006
Experience and Expertise
Mr Tappenden was a partner of Ernst & Young between 1982
and 2003, holding a variety of positions including Managing
Partner of the Melbourne office, member of the Board of
Partners, head of the Victorian Government Services Group and
National Director of the Entrepreneurial Services Division. Mr
Tappenden is a director of public, private, government and not-
for-profit organisations. He is the Chairman of the Audit and Risk
Management Committees of many of those organisations.
Current Directorships (in addition to Bionomics Limited)
Listed companies: Nil
Other: Director, Buckfast Pty Ltd; Director, Advanced
Manufacturing CRC; Director, Intellicomms Pty Ltd, Deputy
Chancellor RMIT University, Director RMIT University Vietnam.
Former Listed Directorships in Last Three years
Director, Metal Storm Limited
Special Responsibilities
Chairman of Audit and Risk Management Committee
Interests in Shares and Options
220,000 ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in
Bionomics Limited
29
DIRECTORS’ REPORT
Dr Errol De Souza
Non-Executive Director
Director since 28 February 2008
Experience and Expertise
Dr De Souza is a leader in the development of therapeutics
for treatment of central nervous system (CNS) disorders.
He is currently President and CEO of leading US company
Biodel Inc (Nasdaq: BIOD) and is the former President and CEO
of US biotech companies Archemix Corporation and Synaptic
Pharmaceutical Corporation. Dr De Souza formerly held senior
management positions at Aventis and its predecessor Hoechst
Marion Roussel Pharmaceuticals, Inc. Most recently, he was
Senior Vice President and Site Head of US Drug Innovation and
Approval (R&D), at Aventis, where he was responsible for the
discovery and development of drug candidates through Phase
IIa clinical trials for CNS and inflammatory disorders. Prior
to Aventis, he was a co-founder and Chief Scientific Officer of
Neurocrine Biosciences (Nasdaq: NBIX). Dr De Souza serves
on multiple editorial boards, National Institutes of Health (NIH)
Committees and is a director of several public and private
companies.
Current Directorships (in addition to Bionomics Limited)
Listed companies: Nil
Other: Director of Biodel Inc (Nasdaq: BIOD), Director of
Targacept, Inc (Nasdaq: TRGT).
Former Listed Directorships in Last Three years
Director of IDEXX Laboratories, Inc (Nasdaq: IDXX), Director
of Palatin Technologies, Inc (Amex: PTN); Massachusetts
Biotechnology Council.
Special Responsibilities
None
Interests in Shares and Options
116,698 ordinary shares in Bionomics Limited
500,000 unlisted options over ordinary shares in
Bionomics Limited
Company Secretary
The Company Secretary is Ms Melanie Young. Ms Young was
appointed to the position of Company Secretary and Chief
Financial Officer in May 2011. Ms Young has over 13 year’s
experience, with six years in the medical device field, including
the last two years as CFO of an ASX-listed company covering
all facets of the company’s global finance function. Ms Young
has considerable commercial experience in listed company
reporting requirements, international finances and working
capital management. Ms Young has also gained experience in
negotiating distributor agreements, due diligence, cost reduction
strategies and improving operating efficiencies. Previously
Ms Young worked for Deloitte Touche Tohmatsu in the Growth
Solutions Division. Ms Young holds a Bachelor of Commerce
from Deakin University and is a Chartered Accountant.
Meetings of Directors
The numbers of meetings of the Company’s Board and of each
Board committee held during the year ended 30 June 2012, and
the numbers of meetings attended by each director were:
30
FULL
MEETINGS
OF
DIRECTORS
A
11
11
11
11
B
11
11
11
11
MEETINGS
OF AUDIT
AND RISK
MANAGEMENT
COMMITTEE
A
4
**
4
**
B
4
**
4
**
Mr Christopher Fullerton
Dr Deborah Rathjen*
Mr Trevor Tappenden
Dr Errol De Souza
A = Number of meetings held during the time the director
held office or was a member of the committee during
the year and was entitled to attend.
B = Number of meetings attended.
* = Not a non-executive director.
** = Not a member of the relevant committee,
may attend by invitation.
REMUNERATION REPORT
The remuneration report is set out under the following main
headings:
1. PRINCIPLES USED TO DETERMINE THE NATURE AND
AMOUNT OF REMUNERATION
2. DETAILS OF REMUNERATION
3. SERVICE AGREEMENTS
4. SHARE-BASED COMPENSATION
5. ADDITIONAL INFORMATION
1. PRINCIPLES USED TO DETERMINE THE NATURE AND
AMOUNT OF REMUNERATION
The objective of the Group’s key management personnel remu-
neration framework is to ensure that reward for performance
is competitive and appropriate for the results delivered. The
framework aligns key management personnel rewards with
achievement of strategic objectives and the creation of value
for shareholders.
Key management personnel remuneration and other terms
of employment are determined by the Board having regard
to performance, relevant comparative information and the
Group’s financial performance.
Remuneration packages are set at levels that are intended
to attract and retain first class key management personnel
capable of managing the Group’s operations and achieving the
Group’s strategic objectives.
The framework provides a mix of base cash remuneration and
performance-based remuneration through the Bionomics
Limited Employee Share Option Plan (the Bionomics ESOP) in
order to align the interests of key management personnel with
those of shareholders.
Non-Executive Directors
Fees and payments to non-executive directors reflect the
demands that are made on and the responsibilities of the
directors. To preserve the cash resources of the Group, all
non-executive directors opted up until 30 June 2010 to receive
approximately one third of their remuneration in Bionomics
shares, which were issued following shareholder approval at
an AGM. The non-executive directors did not opt for this during
the years ended 30 June 2011 and 30 June 2012.
Non-executive directors may receive share options at the time
of their initial appointment to the Board or at other such times
as approved by shareholders.
Directors’ Fees
Non-executive directors’ fees are determined within an
aggregate directors’ fee pool limit that is periodically
recommended for approval by shareholders under the
Constitution. The current aggregate non-executive directors’
fee pool limit is $400,000 per annum. The Chairman and
non-executive directors’ fees are $110,000 per annum and
$65,000 per annum respectively, inclusive of superannuation.
The Chairman of the Audit and Risk Management Committee,
Mr Trevor Tappenden, received an additional $10,000 per
annum inclusive of superannuation for services relating to his
Audit and Risk Management Committee duties. Dr Errol De
Souza received an additional $10,000 per annum inclusive of
superannuation for being a member of the Scientific Advisory
Board.
Remuneration levels are reviewed annually and an
assessment made against market comparable roles balanced
with individual key management personnel’s performance
and the Group’s financial position. The key management
personnel’s remuneration may also be reviewed on promotion.
The Board reviews and approves the salary of the Chief
Executive Officer and Managing Director and key management
personnel directly reporting to the Chief Executive Officer and
Managing Director.
There is no link between the company’s performance and
the setting of remuneration except as discussed on pages
36 and 37 in relation to options and cash bonuses for certain
executives.
There are no guaranteed base pay increases for key
management personnel.
Retirement Benefits
Retirement benefits through superannuation are paid for
all Group employees in line with relevant superannuation
legislative requirements into funds nominated by the
individual employee. The Group does not have any on-going
responsibility for the individual employee superannuation and
does not have in place a defined benefits plan for employees.
The Bionomics ESOP
Information on the Bionomics ESOP is set out in section 4 of
this Remuneration Report.
2. DETAILS OF REMUNERATION
Any value that may be attributed to options issued to non-
executive directors is not included in the shareholder
approved aggregate limit of directors’ fees applying from time
to time.
Details of the remuneration of each director of Bionomics
and each of the other key management personnel (as
defined in the Corporations Act, 2001) are set out in the
following tables.
Non-Executive Chairman
Mr Christopher Fullerton
Executive Director
Dr Deborah Rathjen,
Chief Executive Officer and Managing Director
Non-Executive Directors
Mr Trevor Tappenden
Dr Errol De Souza
Retirement Allowance for Directors
The Group does not provide retirement allowances for its
non-executive directors.
Key Management Personnel Remuneration
The key management personnel pay and reward framework
has three components:
† a cash remuneration package, including superannuation
and other entitlements;
† longer-term incentives through participation in the
Bionomics ESOP; and
† in exceptional circumstances, a cash bonus may be paid
The combination of these comprises the key management
personnel’s total remuneration.
Base Remuneration
The cash remuneration package of key management
personnel is structured as a total employment cost package
that may be delivered as a mix of cash and prescribed
salary sacrifice benefits at the key management personnel’s
discretion, inclusive of superannuation.
31
DIRECTORS’ REPORT
The following persons were the key company and group executives and those with greatest authority for the strategic direction and
management of the Group (key management personnel) during the financial year and the prior year unless otherwise stated:
NAME
Dr Emile Andriambeloson
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
Ms Melanie Young
POSITION
Director of Research (Neurofit SAS)
Vice President Drug Discovery
Vice President Research and Development
Chief Financial Officer and Company Secretary
Details of options granted by Bionomics to and exercised by directors and key management personnel during the year ended
30 June 2012 are set out further in this report.
DIRECTORS AND OThER KEy MANAGEMENT PERSONNEL – 2012
ShORT-TERM BENEFITS
CASh
SALARy
AND FEES
$
NON-
MONETARy
BENEFITS
$
100,917
398,600
68,807
75,000
188,655
169,473
208,306
147,443
-
60,625
-
-
-
-
6,919
8,520
1,357,201
76,064
POST
EMPLOyMENT
ShARE-BASED PAyMENTS
SUPER-
ANNUATION
$
ShARES
$
9,083
15,775
6,193
-
-
15,252
15,775
14,037
76,115
-
-
-
-
1,000
1,000
1,000
1,000
4,000
OPTIONS
$
28,659
140,963
1,022
4,243
20
5,416
-
31,341
211,664
OPTIONS
% OF
TOTAL
20.67
22.88
1.34
5.35
0.01
2.83
TOTAL
$
138,659
615,963
76,022
79,243
189,675
191,141
-
232,000
15.49
202,341
12.27
1,725,044
NAME
Mr Christopher Fullerton
Dr Deborah Rathjen1
Mr Trevor Tappenden
Dr Errol De Souza
Dr Emile Andriambeloson2
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
Ms Melanie Young
TOTALS
1 Dr Rathjen’s options expense for services performed during the year includes an estimate at 30 June 2012 of the fair value of options
granted in August 2012 relating to the commercialisation incentive options approved at the 2011 AGM.
2 Dr Andriambeloson’s cash salary includes a bonus payable of $13,358 relating to the agreed performance objectives of the Neurofit
business unit for the year ended 30 June 2012.
DIRECTORS AND OThER KEy MANAGEMENT PERSONNEL – 2011
ShORT-TERM BENEFITS
CASh
SALARy
AND FEES
$
NON-
MONETARy
BENEFITS
$
POST
EMPLOyMENT
SUPER-
ANNUATION
$
ShARE-BASED PAyMENTS
ShARES
$
OPTIONS
$
OPTIONS
% OF
TOTAL
100,917
363,188
68,807
75,000
175,099
155,963
195,000
-
71,613
-
-
-
-
9,801
9,083
15,199
6,193
-
-
14,037
15,199
20,999
996
1,980
151,893
1,306,866
31,735
114,145
13,652
75,343
-
-
-
-
-
-
-
-
-
-
44,517
13,647
3,935
8,469
1,087
14,091
5,436
28.81
2.94
4.99
10.15
0.62
7.65
2.41
TOTAL
$
154,517
463,647
78,935
83,469
176,186
184,091
225,436
-
-
23,975
32,942
124,124
14.31
230,222
7.66
1,620,478
NAME
Mr Christopher Fullerton
Dr Deborah Rathjen
Mr Trevor Tappenden
Dr Errol De Souza
Dr Emile Andriambeloson
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
Ms Melanie Young
(appointed 9 May 2011)
Mr Trevor Thiele
(resigned 13 May 2011)
TOTALS
32
In lieu of cash bonuses Dr Harvey and Dr Kremmidiotis
received options totalling $5,436 each during the year.
Bonuses paid as options in July 2010 were dependent on
the satisfaction of the individual’s performance criteria.
Mr Trevor Thiele was granted options totalling $32,942 in
July 2010. These options lapsed upon resignation and the
vesting conditions were not met. Executive managers are
able to package their salaries into cash and non-monetary
benefits.
Options are granted to directors and other key management
personnel under the Bionomics ESOP, details of which are
set out in section 4 of this Remuneration Report.
No director or senior management person appointed during
the period received a payment as part of their consideration
for agreeing to hold the position.
3. SERVICE AGREEMENTS
Remuneration and other terms of employment for the
Chief Executive Officer and Managing Director and the
other key management personnel are formalised in service
agreements. Major provisions of the agreements relating to
remuneration are set out below:
Dr Deborah Rathjen
Chief Executive Officer and Managing Director
† Term of agreement – 5 years commencing
15 October 2010.
† Total remuneration package for the year ended 30 June
2012 of $475,000 per annum (excluding options), to be
reviewed annually by the Board.
† Payment of termination benefit on early termination
by the employer without cause equal to six months’
salary. In the event of redundancy, purchase or merger
of Bionomics by a third party resulting in a material
diminution in duties, an additional six months’ salary will
be paid.
Dr Emile Andriambeloson
Director of Research, Neurofit SAS
† Term of agreement – open, commencing 1 March 2005.
† Total remuneration package for the year ended 30 June
2012 of $175,297 per annum (excluding options, shares
and cash bonus), to be reviewed annually by the Chief
Executive Officer and Managing Director and approved
by the Board.
† Payment of termination benefit on early termination
by the employer without cause equal to three months’
salary.
Dr Andrew Harvey
Vice President Drug Discovery
† Term of agreement – open, commencing 5 January 2009.
† Total remuneration package for the year ended 30 June
2012 of $184,725 per annum (excluding options and
shares), to be reviewed annually by the Chief Executive
Officer and Managing Director and approved by the
Board.
† Payment of termination benefit on early termination by
the employer without cause equal to one month’s salary.
Dr Gabriel Kremmidiotis
Vice President Research and Development
† Term of agreement – open, commencing 1 January 2002.
† Total remuneration package for the year ended 30 June
2012 of $231,000 per annum (excluding options and
shares), to be reviewed annually by the Chief Executive
Officer and Managing Director and approved by the
Board.
† Payment of termination benefit on early termination by
the employer without cause equal to one month’s salary.
Ms Melanie Young
Chief Financial Officer and Company Secretary
† Term of agreement – open, commencing 9 May 2011.
† Total remuneration package for the year ended 30 June
2012 of $170,000 per annum (excluding options and
shares) to be reviewed annually by the Chief Executive
Officer and Managing Director and approved by the
Board.
† Payment of termination benefit on early termination
by the employer without cause equal to three months’
salary. In the event of redundancy, purchase or merger
of Bionomics by a third party resulting in a material
diminution in duties, six month’s salary will be paid.
4. ShARE-BASED COMPENSATION
Share-based compensation benefits are provided to
employees via the Bionomics ESOP and an Employee
Share Plan.
The market value of shares issued to employees for no cash
consideration under the Employee Share Plan is recognised
as an employee benefits expense with a corresponding
increase in equity when the employees become
unconditionally entitled to the shares.
The Bionomics ESOP was approved by the Board and
Shareholders in 2011. Staff eligible to participate in the plan
are those who have been a full time or part time employee of
the Group for a period of not less than six months or a director
of the Company.
Options are granted under the plan for no consideration and
vest equally over five years, unless they are bonus options
which vest immediately.
Share options granted before 7 November 2002 and/or
vested before 1 January 2005
No expense is recognised in respect of these options. The
shares are recognised when the options are exercised and the
proceeds received allocated to share capital.
33
DIRECTORS’ REPORT
Share options granted after 7 November 2002 and vested after 1 January 2005
The fair value of options granted under the Bionomics ESOP is recognised as an employee benefit expense with a corresponding
increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become
unconditionally entitled to the options.
The amounts disclosed as remuneration relating to options are the assessed fair values at grant date of those options allocated
equally over the period from grant date to vesting date. Fair values at grant date are independently determined using a Black-
Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance
criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date, expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The terms and conditions of each grant of options affecting remuneration of directors and other key management personnel in
this or future reporting periods are as follows:
GRANT DATE
Granted in prior periods
October 2004
May 2006
November 2006
October 2007
January 2008
July 2008
November 2008
January 2009
June 2009
34
EXPIRy
DATE
EXERCISE
PRICE
FAIR VALUE PER
OPTION AT GRANT DATE
19 June 2013
7 July 2012
8 July 2013
9 July 2014
10 July 2015
11 July 2016
16 November 2012
16 November 2013
16 November 2014
16 November 2015
16 November 2016
4 October 2012
11 January 2013
1 July 2013
5 November 2013
5 November 2014
5 November 2015
5 November 2016
5 November 2017
5 November 2013
7 August 2014
7 August 2015
7 August 2016
12 January 2014
15 June 2014
15 June 2015
15 June 2016
15 June 2017
15 June 2018
15 June 2019
$0.13
$0.22
$0.22
$0.22
$0.22
$0.22
$0.30
$0.30
$0.30
$0.30
$0.30
$0.29
$0.38
$0.36
$0.30
$0.30
$0.30
$0.30
$0.30
$0.3716
$0.3716
$0.3716
$0.3716
$0.2976
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
$0.1704
$0.1205
$0.1260
$0.1306
$0.1343
$0.1373
$0.1147
$0.1211
$0.1264
$0.1307
$0.1343
$0.2140
$0.1879
$0.1579
$0.0875
$0.0963
$0.1042
$0.1114
$0.1178
$0.0737
$0.0828
$0.0915
$0.0993
$0.0520
$0.1173
$0.1250
$0.1315
$0.1370
$0.1415
$0.1455
VESTING
DATE
19 June 2008
7 July 2007
7 July 2008
7 July 2009
7 July 2010
7 July 2011
16 November 2007
16 November 2008
16 November 2009
16 November 2010
16 November 2011
4 October 2007
11 January 2008
1 July 2008
5 November 2008
5 November 2009
5 November 2010
5 November 2011
5 November 2012
5 November 2008
7 August 2009
7 August 2010
7 August 2011
12 January 2009
15 June 2009
15 June 2010
15 June 2011
15 June 2012
15 June 2013
15 June 2014
GRANT DATE
Granted in prior periods
November 2009
July 2010
November 2010
GRANTED IN CURRENT PERIODS
November 2011
December 2011
EXPIRy
DATE
EXERCISE
PRICE
FAIR VALUE PER
OPTION AT GRANT DATE
VESTING
DATE
4 November 2015
4 November 2016
4 November 2017
4 November 2018
4 November 2019
22 July 2015
4 November 2015
4 November 2016
4 November 2017
4 November 2018
4 November 2019
25 November 2016
25 November 2016
12 December 2017
12 December 2018
12 December 2019
12 December 2020
12 December 2021
$0.30
$0.30
$0.30
$0.30
$0.30
$0.32
$0.31
$0.31
$0.31
$0.31
$0.31
$0.614
$0.921
$0.518
$0.518
$0.518
$0.518
$0.518
$0.1147
$0.1229
$0.1301
$0.1367
$0.1427
$0.1208
$0.0916
$0.1007
$0.1088
$0.1160
$0.1224
$0.1527
$0.0489
$0.2344
$0.2487
$0.2611
$0.2720
$0.2818
4 November 2010
4 November 2011
4 November 2012
4 November 2013
4 November 2014
22 July 2010
4 November 2010
4 November 2011
4 November 2012
4 November 2013
4 November 2014
25 November 2011
15 August 2012
12 December 2012
12 December 2013
12 December 2014
12 December 2015
12 December 2016
Options granted under the plan carry no dividend or voting rights.
Options Provided as Remuneration under the ESOP in the Current year
Details of options over ordinary shares in the Company provided as remuneration to each director and each of the other key
management personnel are set out below. When exercisable, each option is convertible into one ordinary share of Bionomics.
During the year, and since the end of the year, options were issued to the following directors and other key management personnel:
NAME
Dr Deborah Rathjen1
Dr Deborah Rathjen2
Ms Melanie Young3
NUMBER
GRANTED
DATE
GRANTED
TOTAL FAIR
VALUE $
NUMBER
VESTED
% OF GRANT
VESTED
% OF GRANT
FORFEITED
595,000
25 Nov 2011
1,000,000
25 Nov 2011
500,000
12 Dec 2011
90,857
48,900
129,798
595,000
1,000,000
-
100%
100%
-
-
-
-
1) The options vested immediately.
2) The options vested after the end of the financial year after successful achievement of agreed major partnering deal milestone.
The fair value is estimated at 30 June 2012.
3) The options vest after completion of a specified service period.
35
DIRECTORS’ REPORT
Options Exercised in the Current year
During the year, the following directors and key management personnel exercised options that were granted to them as part of
their compensation. Each option converts into one ordinary share of Bionomics.
NAME
Dr Deborah Rathjen
Dr Gabriel Kremmidiotis
NUMBER OF OPTIONS
EXERCISED
NUMBER OF
ORDINARy ShARES
ISSUED
340,000
60,000
340,000
60,000
AMOUNT
PAID
$
44,200
12,900
AMOUNT
UNPAID
$
-
-
The following table summarises the value of options granted, exercised or lapsed during the financial year to directors and key
management personnel:
NAME
Dr Deborah Rathjen 3
Dr Gabriel Kremmidiotis
Ms Melanie Young
VALUE OPTIONS
GRANT AT ThE
GRANT DATE 1
$
139,757
-
129,798
VALUE OF OPTIONS
EXERCISED AT ThE
EXERCISE DATE
$
VALUE OF OPTIONS
LAPSED AT ThE
DATE OF LAPSE 2
$
113,900
20,100
-
(40,780)
(17,560)
-
1) the value of options granted during the period is recognised in compensation over the vesting period of the grant, in accordance
with Australian Accounting Standards.
2) The value of options lapsing during the period due to the failure to satisfy a vesting condition is determined assuming the vesting
condition has been satisfied.
3) Includes estimated fair value of options at 30 June 2012 for services performed but not granted until August 2012.
5. ADDITIONAL INFORMATION
Principles used to determine the nature and amount of remuneration; relationship between remuneration and company
performance.
Base salary amounts are determined based on market information for similar roles in comparable industries. Other than market
information, there is no link between the base salary determination and company performance. The calculation of the key
management personnel annual bonus is set against the achievement of specified milestones and targets approved by the Board.
Milestones and targets generally relate to achieving developmental milestones for each pipeline project, such as achieving IND
registrations by particular dates or project related milestones by particular dates. These milestones are established to support
the Company achieving its overall objectives.
The tables below set out summary information about the consolidated entity’s earnings and movements in shareholder wealth
for the five years to 30 June 2012.
30 JUNE 2012
$
30 JUNE 2011
$
30 JUNE 2010
$
30 JUNE 2009
$
30 JUNE 2008
$
Revenue
Net Loss before tax
Net Loss after tax
6,834,709
(3,328,896)
(3,136,238)
4,071,798
(10,106,903)
(9,356,497)
3,848,469
(8,214,082)
(8,214,082)
4,296,496
(6,899,183)
(6,862,299)
5,256,963
(5,142,954)
(4,783,917)
36
30 JUNE 2012
CENTS
30 JUNE 2011
CENTS
30 JUNE 2010
CENTS
30 JUNE 2009
CENTS
30 JUNE 2008
CENTS
Share price at start of year
Share price at end of year
Dividends paid
Basic earnings per share
Diluted earnings per share
55.5
30.0
-
(0.9)
(0.9)
27.0
55.5
-
(2.9)
(2.9)
21.0
27.0
-
(2.7)
(2.7)
34.0
21.0
-
(2.8)
(2.7)
37.0
34.0
-
(2.1)
(2.1)
Other Transactions with directors and Other Key Management Personnel
There were no other transactions with directors or other key management personnel during the financial year.
OTHER INFORMATION
Shares Under Option
Information relating to shares under option is set out in section 4 of the Remuneration Report.
Shares Issued on the Exercise of Options
586,150 ordinary shares of Bionomics were issued during the year ended 30 June 2012 on the exercise of options granted under the
Bionomics ESOP.
Insurance of Officers
During the financial year, the Company paid a premium to insure the Directors and Officers (D&O) of the Company. Under the terms
of this policy the premium paid by the Company is not permitted to be disclosed.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against
the D&O in their capacity as D&O of the Company, and any other payments arising from liabilities incurred by the D&O in connection
with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the D&O or
the improper use by the D&O of their position or of information to gain advantage for themselves or someone else or to cause
detriment to the Company.
It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to
other liabilities.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified
or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an
officer or auditor.
Non-Audit Services
The Company may decide to employ the external auditor on assignments additional to their statutory audit duties where the
external auditor’s expertise and experience with the Group are important.
Details of the amounts paid to the external auditor for audit and non-audit services provided during the year are set out in note 27
to the financial statements.
The Board has considered the position and, in accordance with the advice received from the Audit and Risk Management
Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence
for external auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services
by the external auditor, as set out in note 27 to the financial statements, did not compromise the external auditor independence
requirements of the Corporations Act 2001 for the following reasons:
† All non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not impact the
integrity, impartiality and objectivity of the external auditor, and
† None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES
110, Code of Ethics for Professional Accountants, issued by the Accounting Professional & Ethical Standards Board, including
reviewing or auditing the external 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.
37
DIRECTORS’ REPORT
External Auditor
Deloitte Touche Tohmatsu continues in office in accordance with section 327 of the Corporations Act 2001.
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 39.
This directors’ report is signed in accordance with a resolution of directors made pursuant to Section 298(2) of the
Corporations Act 2001.
Christopher Fullerton
Deborah Rathjen
Chairman
Adelaide
15 August 2012
Chief Executive Officer and Managing Director
Adelaide
15 August 2012
38
39
ANNUAL FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 jUNE 2012
TABLE OF CONTENTS
PG 40
ANNUAL FINANCIAL STATEMENTS
PG 41
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
PG 42
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
PG 43
CONSOLIDATED STATEMENT OF CHANGES IN EqUITY
PG 44
CONSOLIDATED STATEMENT OF CASH FLOwS
PG 45
NOTES TO THE FINANCIAL STATEMENTS
PG 83
DIRECTORS’ DECLARATION
PG 84
INDEPENDENT AUDIT REPORT
PG 86
SHAREHOLDER INFORMATION
This financial statement covers both Bionomics Limited (“Bionomics”) as an individual entity (note 32) and the Group consisting of
Bionomics and its subsidiaries. A description of the nature of the Group’s operations and its principal activities is included throughout
the Annual Report and the Directors’ Report. The financial statement is presented in Australian dollars.
Bionomics is a company limited by shares, incorporated and domiciled in Australia. It is listed on the ASX (ASX code: BNO) and its
registered office is 31 Dalgleish Street, Thebarton, SA 5031.
Through the internet, we have ensured that our corporate reporting is timely, complete and available globally at minimum cost to the
company. All press releases, financial statements and other information are available on our website www.bionomics.com.au.
40
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
CONTINUING OPERATIONS
Revenue
Other income
Expenses
Administrative
Financing costs
Occupancy
Compliance
Loss on disposal of assets
Research and development
Loss before tax
Income tax benefit
NOTE
4
4
5
5
6
Loss for the year after income tax from continuing operations
Other comprehensive income
Exchange differences on translation of foreign operations
Total comprehensive income for the year from continuing operations
Loss attributable to:
Owners of the Company
2012
$
6,834,709
3,102,837
9,937,546
2,313,932
64,450
1,417,022
361,872
5,824
9,103,342
(3,328,896)
192,658
(3,136,238)
(93,612)
(3,229,850)
2011
$
4,071,798
64,625
4,136,423
2,203,258
305,925
920,906
900,456
816,121
9,096,660
(10,106,903)
750,406
(9,356,497)
(69,203)
(9,425,700)
(3,229,850)
(9,425,700)
EARNINGS PER ShARE FROM CONTINUING OPERATIONS
Basic loss per share
Diluted loss per share
NOTE
31
31
2012
CENTS
(0.9)
(0.9)
2011
CENTS
(2.9)
(2.9)
THE ABOVE STATEMENT OF COMPREHENSIVE INCOME SHOULD BE READ IN CONjUNCTION wITH THE ACCOMPANYING NOTES.
41
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 jUNE 2012
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories
Current tax asset
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Intangible assets
Deferred tax asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Provisions
Other financial liabilities
Other liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Other payables
Borrowings
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITy
Issued capital
Reserves
Accumulated losses
TOTAL EQUITy
NOTE
7
8
9
10
6
11
13
14
6
15
17
18
16
19
15
17
18
20
21
22
2012
$
17,336,609
411,417
36,232
135,284
360,386
3,458,142
21,738,070
773,247
8,520,206
70,665
9,364,118
31,102,188
2,828,220
732,819
888,808
-
18,188
4,468,035
272,855
443,942
18,239
735,036
5,203,071
25,899,117
87,834,778
887,248
(62,822,909)
25,899,117
2011
$
16,052,230
7,840,964
-
42,646
607,846
342,329
24,886,015
302,704
9,120,180
-
9,422,884
34,308,899
1,713,141
2,827,622
728,077
163,484
47,774
5,480,098
50,000
7,402
72,219
129,621
5,609,719
28,699,180
87,690,990
694,861
(59,686,671)
28,699,180
THE ABOVE STATEMENT OF FINANCIAL POSITION SHOULD BE READ IN CONjUNCTION wITH THE ACCOMPANYING NOTES.
42
CONSOLIDATED STATEMENT OF CHANGES IN EqUITY
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
FOREIGN
CURRENCy
TRANSLATION
RESERVE
$
ShARE-
BASED
PAyMENTS
RESERVE
$
ISSUED
CAPITAL
$
ASSET
REVALUATION
RESERVE
$
ACCUMULATED
LOSSES
$
TOTAL
$
Balance at 1 July 2010
75,114,469
(483,071)
1,164,664
2,505,509
(52,835,683)
25,465,888
Loss for the period
Exchange differences on translation
of foreign operations
Total comprehensive income
for the period
Transfer to accumulated losses
Recognition of share–based payments
Issue of ordinary shares under
Employee Share Option Plan
Issue of ordinary shares, net of
transaction costs
-
-
-
-
-
314,733
12,261,788
-
(69,203)
(69,203)
-
-
-
-
-
-
-
-
82,471
-
-
Balance at 30 June 2011
87,690,990
(552,274)
1,247,135
Balance at 1 July 2011
87,690,990
(552,274)
1,247,135
Loss for the period
Exchange differences on translation
of foreign operations
Total comprehensive income
for the period
Recognition of share–based payments
Issue of ordinary shares under
Employee Share Option Plan
Issue of ordinary shares, under
Employee Share Plan
-
-
-
-
104,788
39,000
-
(93,612)
(93,612)
-
-
-
-
-
-
285,999
-
-
Balance at 30 June 2012
87,834,778
(645,886)
1,533,134
-
-
-
(9,356,497)
(9,356,497)
-
(69,203)
(9,356,497)
(9,425,700)
(2,505,509)
2,505,509
-
82,471
314,733
12,261,788
-
-
-
(59,686,671)
28,699,180
(59,686,671)
28,699,180
(3,136,238)
(3,136,238)
-
(93,612)
(3,136,238)
(3,229,850)
-
-
-
285,999
104,788
39,000
(62,822,909)
25,899,117
-
-
-
-
-
-
-
-
-
-
-
-
THE ABOVE STATEMENT OF FINANCIAL POSITION SHOULD BE READ IN CONjUNCTION wITH THE ACCOMPANYING NOTES.
THE ABOVE CONSOLIDATED STATEMENT OF CHANGES IN EqUITY SHOULD BE READ IN CONjUNCTION wITH THE ACCOMPANYING NOTES.
43
CONSOLIDATED STATEMENT OF CASH FLOwS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE
Cash flows from operating activities
Grants received
Receipts from customers
Payments to suppliers and employees
Tax Refund
Financing costs
Net cash outflow from operating activities
28
Cash flows from investing activities
Interest received
Payments for purchases of property, plant & equipment
Proceeds from sale of property, plant & equipment
Net cash inflow from investing activities
Cash flows from financing activities
Repayment of borrowings
Proceeds from borrowings
Net proceeds from share issues
Net cash (outflow) / inflow from financing activities
Net increase in cash and cash equivalents
Cash at the beginning of the financial year
Effect of exchange rate changes on the balances of cash
held in foreign currency
2012
$
2,837
5,997,281
(10,515,621)
565,811
(3,949,692)
(64,450)
(4,014,142)
1,123,099
(648,797)
6,388,521
6,862,823
(2,310,658)
652,394
104,788
(1,553,476)
1,295,205
16,052,230
(10,826)
2011
$
64,625
3,669,691
(12,407,799)
-
(8,673,483)
(305,925)
(8,979,408)
407,748
(75,886)
-
331,862
(484,128)
-
12,576,521
12,092,393
3,444,847
12,612,244
(4,861)
Cash and cash equivalents at the end of the year
7
17,336,609
16,052,230
THE ABOVE STATEMENT OF CASH FLOwS SHOULD BE READ IN CONjUNCTION wITH THE ACCOMPANYING NOTES.
44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
TABLE OF CONTENTS
PG 46
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PG 53
NOTE 2: CRITICAL ACCOUNTING ESTIMATES AND jUDGEMENTS
PG 54
NOTE 3: SEGMENT INFORMATION
PG 56
NOTE 4: REVENUE AND OTHER INCOME
PG 57
NOTE 5: ExPENSES
PG 58
NOTE 6: INCOME TAxES
PG 60
NOTE 7: CASH AND CASH EqUIVALENTS
PG 60
NOTE 8: TRADE AND OTHER RECEIVABLES
PG 61
NOTE 9: OTHER FINANCIAL ASSETS
PG 61
NOTE 10: INVENTORIES
PG 61
NOTE 11: OTHER ASSETS
PG 61
NOTE 12: SUBSIDIARIES
PG 62
NOTE 13: PROPERTY, PLANT AND EqUIPMENT
PG 63
NOTE 14: INTANGIBLE ASSETS
PG 64
NOTE 15: TRADE AND OTHER PAYABLES
PG 64
NOTE 16: OTHER FINANCIAL LIABILITIES
PG 65
NOTE 17: BORROwINGS
PG 65
NOTE 18: PROVISIONS
PG 65
NOTE 19: OTHER LIABILITIES
PG 65
NOTE 20: ISSUED CAPITAL
PG 71
NOTE 21: RESERVES
PG 71
NOTE 22: ACCUMULATED LOSSES
PG 72
NOTE 23: FINANCIAL INSTRUMENTS
PG 76
NOTE 24: KEY MANAGEMENT PERSONNEL DISCLOSURES
PG 77
NOTE 25: COMMITMENTS FOR ExPENDITURE
PG 77
NOTE 26: EVENTS OCCURRING AFTER REPORTING DATE
PG 78
NOTE 27: REMUNERATION OF AUDITORS
PG 78
NOTE 28: CASH FLOw INFORMATION
PG 78
NOTE 29: NON-CASH FINANCING ACTIVITIES
PG 79
NOTE 30: LOSS PER SHARE
PG 79
NOTE 31: RELATED PARTY TRANSACTIONS
PG 82
NOTE 32: PARENT ENTITY INFORMATION
THE ABOVE STATEMENT OF CASH FLOwS SHOULD BE READ IN CONjUNCTION wITH THE ACCOMPANYING NOTES.
45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This financial report includes the consolidated financial statements and notes of Bionomics Limited and its controlled entities,
the Group.
Statement of Compliance
These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations
Act 2001, Accounting Standards and Interpretations and comply with other requirements of the law. These financial statements
comprise the consolidated financial statements of the Group.
Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the
financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (IFRS).
The financial statements were authorised for issue by the directors on 15 August 2012.
Basis of Preparation
The consolidated financial statements have been prepared on the basis of historical cost, except for certain non-current assets and
financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical
cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian
dollars unless otherwise noted.
Adoption of New and Revised Accounting Standards
In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Account-
ing Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period.
Standards and Interpretations Adopted with No Effect on Financial Statements
The following new and revised Standards and Interpretations have also been adopted in these financial statements. Their adoption
has not had any significant impact on the amounts reported in these financial statements but may affect the accounting for future
transactions or arrangements.
AASB 2010-5 ‘Amendments to
Australia Accounting Standards’
The Standard makes numerous editorial amendments to a range of Australia Accounting
Standards and Interpretations. The application of AASB 2010-5 has not had any material
effect on amounts reported in the Group’s consolidated financial statements
Standards and Interpretations in Issue Not yet Adopted
At the date of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective.
EFFECTIVE FOR ANNUAL REPORTING
PERIODS BEGINNING ON OR AFTER
EXPECTED TO BE INITIALLy APPLIED IN
ThE FINANCIAL yEAR ENDING
1 January 2013
30 June 2014
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
30 June 2014
30 June 2014
30 June 2014
30 June 2014
30 June 2014
STANDARD / INTERPRETATION
AASB 9 ‘Financial Instruments’,
AASB 2009-11 ‘Amendments to
Australian Accounting Standards
arising from AASB 9’ and AASB 2010-7
‘Amendments to Australian Accounting
Standards arising from AASB 9
(December 2010)’
AASB 10 ‘Consolidated Financial
Statements’
AASB 11 ‘Joint Arrangements’
AASB 12 ‘Disclosure of Interests in
Other Entities’
AASB 127 ‘Separate Financial
Statements’
AASB 128 ‘Investments in Associates
and Joint Ventures (2011)’
46
STANDARD / INTERPRETATION
AASB 13 ‘Fair Value Measurement’
and AASB 2011-8 ‘Amendments to
Australian Accounting Standards
arising from AASB 13’
AASB 119 ‘Employee Benefits (2011)’
and AASB 2011-10 ‘Amendments to
Australian Accounting Standards
arising from AASB 119 (2011)’
AASB 2010-8 ‘Amendments to
Australian Accounting Standards –
Deferred Tax: Recovery of Underlying
Assets’
AASB 2011-4 ‘Amendments to
Australian Accounting Standards to
Remove Individual Key Management
Personnel Disclosure Requirements’
AASB 2011-7 ‘Amendments to
Australian Accounting Standards
arising from the Consolidation and
Joint Arrangement standards’
AASB 2011-9 ‘Amendments to
Australian Account Standards –
Presentation of Items of Other
Comprehensive Income’
Interpretation 20 ‘Stripping Costs in
the Production Phase of a Surface
Mine’ and AASB 2011-12 ‘Amendments
to Australian Accounting Standards
arising from Interpretation 20’
EFFECTIVE FOR ANNUAL REPORTING
PERIODS BEGINNING ON OR AFTER
EXPECTED TO BE INITIALLy APPLIED IN
ThE FINANCIAL yEAR ENDING
1 January 2013
30 June 2014
1 January 2013
30 June 2014
1 January 2012
30 June 2013
1 July 2013
30 June 2014
1 January 2013
30 June 2014
1 July 2012
30 June 2013
1 January 2013
30 June 2014
Accounting Policies
The following significant accounting policies have been adopted in the preparation and presentation of the financial report.
(a) Principles of Consolidation
The consolidated financial statements comprise the financial statements of Bionomics and its subsidiaries as at 30 June 2012.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity, using consistent
accounting policies where possible. Adjustments are made to bring into line any dissimilar accounting policies that may exist.
All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been
eliminated in full.
Subsidiaries are consolidated from the date on which control is obtained and cease to be consolidated from the date on which
control ceases.
Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting
period during which the Company has control.
47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
(b) Foreign Currency
(i) Functional and Presentation Currency
(ii)
Items included in the financial statements of each of
the Group’s entities are measured using the currency of
the primary economic environment in which the entity
operates (the functional currency). The consolidated
financial statements are presented in Australian
dollars which is Bionomics’ 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 period-
end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in
profit and loss.
Exchange differences on monetary items are recognised
in profit or loss in the period in which they arise except
for:
† exchange differences on transactions entered into in
order to hedge certain foreign currency risks; and
† exchange differences on monetary items receivable
from or payable to a foreign operation for which
settlement is neither planned nor likely to occur
(therefore forming part of the net investment in the
foreign operation), which are recognised initially in
other comprehensive income and reclassified from
equity to profit or loss on repayment of the monetary
items.
(iii)
Group Companies
The results and financial position of all the Group entities
that have a functional currency different from the
presentation currency (Australian dollars) are translated
into the presentation currency as follows:
† assets and liabilities for each statement of financial
position presented are translated at the closing rate
at the date of that statement;
† income and expenses for each statement of
comprehensive income are translated at the average
exchange rate for the period; and
† all resulting exchange differences are recognised
in other comprehensive income and accumulated in
equity.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the
closing rate.
(c) Revenue Recognition
Interest revenue is recognised on an accruals basis
using the effective interest rate method.
Service income is recognised when the services are
rendered. Rental income is recognised on a straight line
basis over the term of the lease.
License revenues received in respect of future accounting
periods are deferred until the Group has fulfilled its
obligations under the terms of the agreement.
Where a license agreement has a fixed fee in a non-
cancellable contract which permits the licensee to exploit
those rights freely and the Group has no remaining
obligations to perform, the fee is treated as a sale. Where
these conditions have not been met, the license fee is
amortised over the life of the licensing agreement.
Unamortised license fee revenue is recognised in the
statement of financial position as deferred income.
Research and development work performed for a fee is
recognised based on the stage of completion of the research
and development.
Revenue from a contract to provide services is recognised
by reference to the stage of completion of the contract.
(d) Government Grants and Government Assistance
Grants from the government are recognised at their fair
value where there is a reasonable assurance that the grant
will be received and the Group will comply with all attached
conditions. Grants relating to cost reimbursement are
recognised in the profit or loss in the period when the costs
were incurred. Grants relating to asset purchases are
recognised as deferred income on the statement of financial
position and transferred to the profit or loss evenly over the
expected life of those assets.
Government assistance is not recognised until there is
reasonable assurance that the Group will be eligible for the
assistance and that the income will be received. Government
assistance which does not have conditions attached
specifically relating to operating activities is recognised as
income when it can be reasonably assured that it will be
received.
Certain forms of government assistance cannot reasonably
have a value placed upon them. The nature and extent of the
government assistance is disclosed as well as reference to
any contingent component that has not been recognised as
the end of the reporting period.
48
(e) Income Tax
(f) Acquisitions of Assets
The income tax expense or revenue for the period is the tax
payable on the current period’s taxable income based on
the national income tax rate for each jurisdiction adjusted
by changes in deferred tax assets and liabilities attributable
to temporary differences between the tax bases of assets
and liabilities and their carrying amounts in the financial
statements and to unused tax losses.
Deferred tax assets and liabilities are recognised for
temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based
on those tax rates which are enacted or substantively enacted
for each jurisdiction. The relevant tax rates are applied to
the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences
arising from the initial recognition of an asset or a liability.
No deferred tax asset or liability is recognised in relation to
these temporary differences if they arose in a transaction,
other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable
profit or loss.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those
temporary differences and losses.
Current and deferred tax balances attributable to amounts
recognised directly in equity are also recognised directly in
equity.
(i) Tax Consolidation Legislation
Bionomics and its wholly-owned Australian controlled
entities have implemented the tax consolidation legislation
effective 31 December 2005.
The head entity, Bionomics, and the controlled entities
in the tax consolidated group account for their own
current and deferred tax amounts. These tax amounts are
measured as if each entity in the tax consolidated group
continues to be a stand-alone taxpayer in its own right.
In addition to its own current and deferred tax amounts,
Bionomics also recognises the current tax liabilities (or
assets) and the deferred tax assets arising from unused
tax losses and unused tax credits assumed from
controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements
with the tax consolidated entities are recognised as
amounts receivable from or payable to other entities in
the group.
Any difference between the amounts assumed and
amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or
distribution from) wholly-owned tax consolidated entities.
The acquisition method of accounting is used for all
acquisitions of assets (including business combinations)
regardless of whether equity instruments or other assets
are acquired. 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. Where equity instruments
are issued in an acquisition, the value of the instruments
is their market price as at the acquisition date, unless the
notional price at which they could be placed in the market
is a better indicator of fair value. Transaction costs arising
on the issue of equity instruments are recognised directly
in equity.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are
measured initially at their fair values at the acquisition
date. The excess of the cost of acquisition over the fair
value of the identifiable net assets acquired is recorded
as goodwill. If the cost of acquisition is less than the fair
value of the net assets of the subsidiary acquired, the
difference is recognised directly in the income statement,
but only after a reassessment of the identification and
measurement of the net assets acquired.
Where some future payment that is contingent on certain
events happening is a part of the purchase agreement, the
additional consideration is brought to account when it is
probable that those events will occur.
Where settlement of any part of cash consideration is
deferred, the amounts payable in the future are
discounted to their present value as at the date of
the acquisition. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a
similar borrowing could be obtained from an independent
financier under comparable terms and conditions.
(g) Impairment of Tangible and Intangible Assets
Other Than Goodwill
At the end of each reporting period, the Group reviews
the carrying amounts of its 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 it is not possible to
estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Where
a reasonable and consistent basis of allocation can be
identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated
to the smallest group of cash-generating units for which
a reasonable and consistent allocation basis can be
identified.
49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
Intangible assets with indefinite useful lives are tested for
impairment at least annually, and whenever there is an
indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific
to the asset for which the estimates of future cash flows have
not been adjusted.
If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is
reduced to its recoverable amount. An impairment loss is
recognised immediately in profit or loss, unless the relevant
asset is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had
no impairment loss been recognised for the asset (or cash-
generating unit) in prior years. A reversal of an impairment
loss is recognised immediately in profit or loss, unless the
relevant asset is carried at a revalued amount, in which case
the reversal of the impairment loss is treated as a revaluation
increase.
(h) Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short term,
highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts. Bank overdrafts
are shown within borrowings in current liabilities on the
statement of financial position.
(i) Trade Receivables
All trade debtors are recognised at the fair value of amounts
receivable as they are due for settlement no more than 30
days from the date of recognition.
Collectability of trade debtors is reviewed on an ongoing
basis. Debts which are known to be uncollectible are written
off. A provision for doubtful debts is raised when some doubt
as to collection exists. The amount of the provision is the
difference between the carrying amount and the present
value of future cash flows, discounted at the effective
interest rate. The amount of the provision is recognised in
profit or loss.
(j) Inventories
Raw materials and stores are stated at the lower of cost and
net realisable value.
(k) Property, Plant and Equipment
Land and buildings are shown at fair value, based on
periodic, valuations by external independent valuers, less
subsequent depreciation for buildings. Any accumulated
depreciation at the date of revaluation is eliminated
against the gross carrying amount of the asset and the net
amount is restated to the revalued amount of the asset.
All other plant and equipment are brought to account at
cost less any accumulated depreciation or any recognised
impairment losses, where applicable. The directors have
taken reasonable steps to ensure that property, plant and
equipment are not carried at amounts that are in excess of
their recoverable amounts at balance date.
Increases in the carrying amounts arising on revaluation
of land and buildings are credited, net of tax, to other
comprehensive income. To the extent that the increase
reverses a decrease previously recognised in profit or loss,
the increase is first recognised in profit or loss. Decreases
that reverse previous increases of the same asset are first
charged against revaluation reserves directly in equity to the
extent of the remaining reserve attributable to the asset; all
other decreases are charged to profit or loss.
Depreciation on revalued buildings is charged to profit and
loss. On the subsequent sale or retirement of a revalued
property, the attributable revaluation surplus remaining in
the revaluation reserve, net of tax, is transferred directly to
retained earnings. Land is not depreciated.
The depreciable amount of all fixed assets is depreciated
over their useful lives commencing from the time the asset
is held ready for use, on either a prime or diminishing value
basis depending on the type of asset.
The gain or loss on disposal of all fixed assets is determined
as the difference between the carrying amount of the asset
at the time of disposal and the proceeds of disposal, and is
included in profit or loss in the year of disposal.
The depreciation rates for each class of depreciable
assets are:
† administrative plant & equipment
† scientific plant & equipment
† refrigeration plant and equipment
† building
† building fit out
20 – 40 %
20 – 40 %
33 %
2.50 %
3 – 20 %
50
(l) Financial Assets
(ii) Goodwill
Financial assets are classified into the following specified
categories: financial assets ‘at a fair value through profit or
loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-
for-sale’ (AFS) financial assets and ‘loans and receivables’.
The classification depends on the nature and purpose of
the financial assets and is determined at the time of initial
recognition. All regular way purchases or sales of financial
assets are recognised and derecognised on a trade date
basis. Regular way purchases or sales are purchases or
sales of financial assets that require delivery of assets within
the time frame established by regulation or convention in the
marketplace.
(i) Loans and Receivables
Trade receivables, loans and other receivables that have
fixed or determinable payments that are not quoted in an
active market are classified as ‘loans and receivables’.
Loans and receivables are measured at amortised cost
using the effective interest method less impairment.
Interest income is recognised by applying the effective
interest rate.
Goodwill is initially recorded at the amount by which
the purchase price for a business or for an ownership
interest in a controlled entity exceeds the fair value
attributed to its net identifiable assets, including any
associated deferred tax assets and liabilities, at date of
acquisition. Goodwill on acquisitions of subsidiaries is
included in intangible assets.
Goodwill acquired in business combinations is not
amortised. Instead, goodwill is tested for impairment
annually and is carried at cost less accumulated
impairment losses. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to
the entity sold. Goodwill is allocated to cash generating
units for the purpose of impairment testing.
(n) Research and Development
Expenditure on research activities, undertaken with the
prospect of obtaining new scientific or technical knowledge
and understanding, is recognised as an expense when it is
incurred.
(ii) Impairment of Financial Assets
(o) Trade and Other Payables
Financial assets, other than those at fair value through
profit or loss, are assessed for indicators of impairment at
each reporting date. Financial assets are impaired where
there is objective evidence that as a result of one or more
events that occurred after the initial recognition
of the financial asset the estimated future cash flows of
the investment have been impacted.
For financial assets carried at amortised cost, the amount
of the impairment is the difference between the asset’s
carrying amount and the present value of estimated
future cash flows, discounted at the original effective
interest rate.
The carrying amount of financial assets including uncol-
lectible trade receivables is reduced by the impairment
loss through the use of an allowance account. Subsequent
recoveries of amounts previously written off are credited
against the allowance account. Changes in the carrying
amount of the allowance account are recognised in profit
or loss.
(m) Intangible Assets
(i) Intellectual Property
Acquired intellectual property is recognised as an asset at
cost and amortised over its useful life. Intellectual prop-
erty with a finite life is amortised on a straight line basis
over that life. Intellectual property with an indefinite useful
life is subjected to an annual impairment review. There is
currently no intellectual property with an indefinite life.
Current useful life of all existing intellectual property is in
the range of five to 15 years.
The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each balance date.
These amounts represent liabilities for goods and services
provided to the Group prior to the end of financial year which
are unpaid. The amounts are unsecured and are usually paid
within 30 days of recognition.
(p) Employee Benefits
(i) Wages and Salaries, Annual Leave and Sick Leave
Liabilities for wages and salaries, including non-
monetary benefits and annual leave in respect of
employees’ services up to the reporting date and
expected to be settled within 12 months of the reporting
date are recognised in liabilities and are measured at
the amounts expected to be paid when the liabilities are
settled. Liabilities for non-accumulating sick leave are
recognised when the leave is taken at the rates paid.
(ii) Long Service Leave
The liability for long service leave is recognised in the
provision for employee benefits in respect of services
provided by employees up to the reporting date and
measured as the present value of expected future
payments to be made.
(iii) Superannuation
Contributions are made to employee superannuation
funds and are charged as expenses when incurred. These
contributions are made to external superannuation funds
and are not defined benefits programs. Consequently
there is no exposure to market movements on employee
superannuation liabilities or entitlements.
51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
(iv) Share-based Payments
(q) Borrowings (Other Financial liabilities)
Share-based compensation benefits are provided to
employees via the Bionomics ESOP and an Employee
Share Plan.
The fair value of shares issued to employees for no
cash consideration under the Employee Share Plan
is recognised as an employee benefits expense with
a corresponding increase in equity. The fair value is
measured at grant date and recognised over the period
during which the employees become unconditionally
entitled to the shares.
The Bionomics ESOP was approved by the Board and
shareholders in 2011. Staff eligible to participate in the
plan are those who have been a full time or part time
employee of the Company for a period of not less than six
months or a director of the Company.
Options are granted under the plan for no consideration
and vest equally over five years, unless they are bonus
options which vest immediately.
Share options granted before 7 November 2002 and/or
vested before 1 January 2005
No expense is recognised in respect of these options. The
shares are recognised when the options are exercised and
the proceeds received allocated to share capital.
Share options granted after 7 November 2002 and vested
after 1 January 2005
The fair value of options granted under the Bionomics
ESOP is recognised as an employee benefit expense
with a corresponding increase in equity. The fair value is
measured at grant date and recognised over the period
during which the employees become unconditionally
entitled to the options.
The amounts disclosed as remuneration relating to
options are the assessed fair values at grant date of those
options allocated equally over the period from grant date
to vesting date. Fair values at grant date are independently
determined using a Black-Scholes option pricing model
that takes into account the exercise price, the term of the
option, the vesting and performance criteria, the impact
of dilution, the non-tradeable nature of the option, the
share price at grant date, expected price volatility of the
underlying share, the expected dividend yield and the risk-
free interest rate for the term of the option.
Share options that have been issued, but due to having
performance criteria, have not yet been granted or vested,
are required to have their fair value estimated at the end of
the reporting period and recognised as an expense relating
to the period in which the services were performed.
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss over the period of the
borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
(r) Borrowing Costs
Borrowing costs incurred for the construction of any
qualifying asset are capitalised during the period of time that
is required to complete and prepare the asset for its intended
use or sale. Other borrowing costs are expensed.
(s) Leases
Leases of property, plant and equipment where the Group
has substantially all the risks and rewards of ownership are
classified as finance leases. Finance leases are capitalised
at the lease’s inception at the lower of the fair value of the
leased property and the present value of the minimum lease
payments. The corresponding rental obligations, net of
finance charges, are included in other long term payables.
Each lease payment is allocated between the liability and
finance charges so as to achieve a constant rate on the
finance balance outstanding. The interest element of the
finance cost is charged to the profit or loss over the lease
period so as to produce a constant periodic rate of interest
on the remaining balance of the liability for each period. The
property, plant and equipment acquired under finance leases
is depreciated over the shorter of the asset’s useful life and
the lease term.
Leases in which a significant portion of the risks and rewards
of ownership are retained by the lessor are classified as
operating leases. Payments made under operating leases
(net of any incentives received from the lessor) are charged
to profit or loss on a straight-line basis over the period of the
lease.
Lease income from operating leases is recognised in income
on a straight-line basis over the lease term.
(t) Contributed Equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options, or for the acquisition of a business, are
deducted directly from equity.
52
(u) Earnings/(Loss) per Share
(i) Basic Earnings/(Loss) per Share
Basic Earnings/(Loss) per share is calculated by dividing
the profit/(loss) after income tax 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 year, adjusted for bonus elements in ordinary shares
issued during the year.
(ii) Diluted Earnings/(Loss) per Share
Diluted Earnings/(Loss) 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 shares assumed to have been issued for no
consideration in relation to options.
(v) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the
amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset or as
part of the expense.
Receivables and payables are stated inclusive of the amount
of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is
included with other receivables or payables in the statement
of financial position.
Cash flows are presented on a gross basis. The GST
component of cash flow arising from investing or financing
activities which are recoverable from, or payable to the
taxation authority, are presented as operating cash flow.
NOTE 2: CRITICAL ACCOUNTING ESTIMATES AND jUDGEMENTS
In the application of the Group’s accounting policies, which
are described in note 1, the directors are required to make
judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are
considered to be relevant. 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.
(a) Critical Accounting Estimates and Judgements
The Group makes estimates and assumptions concerning the
future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities
are discussed below.
Estimated Impairment of Goodwill and Intangibles
Determining whether goodwill and intangibles are impaired
requires an estimation of the value in use of the cash-
generating units to which goodwill has been allocated. The
value in use calculation requires the entity to estimate the
future cash flows expected to arise from the cash-generating
units and a suitable discount rate in order to calculate
present value.
The carrying amount of goodwill at balance date was
$5,147,990 (2011: $5,147,990).
The total carrying amount of intangibles at balance date was
$8,520,206 (2011: $9,120,180).
No impairment costs have been recognised in the current or
previous financial years.
Revenue for Licensing and Research Arrangements
The Group enters into arrangements for licensing and
research. For the financial year ended 30 June 2012, note 4
includes US$3 million representing the fair value of license
fees received from a Development and License Agreement
for the exclusive use of the Group’s intellectual property. The
Group has no remaining obligations to perform in respect of
this fee. Management analyse the separate elements of each
contract to determine at which stage the revenue for that
element would need to be recognised.
53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 3: SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment
performance focuses on the nature of work processes performed. The Group’s reportable segments under AASB 8 are:
† drug discovery
† drug development
† contract services
Drug discovery is the creation and ongoing testing of compounds to determine the best compound that matches the product profile.
Drug development is defined as the ongoing testing including clinical trials of the best compound with a view to commercialisation
of the compound. Contract services is the provision of scientific services on a fee for service basis to both external and internal
customers. Information regarding these segments is presented below.
(a) Segment Revenues and Results
The following is an analysis of the Group’s revenue and results by reportable operating segment for the periods under review:
Drug discovery
Drug development
Contract services
SEGMENT REVENUE
yEAR ENDED
SEGMENT PROFIT
yEAR ENDED
30 June 2012
$
30 June 2011
$
30 June 2012
$
30 June 2011
$
1,088,479
1,712,195
(1,379,381)
(1,553,818)
3,555,621
130,399
(203,030)
(5,111,842)
1,801,887
4,198,817
8,024
323,920
6,445,987
6,041,411
(1,574,387)
(6,341,740)
Less: intercompany revenue included in contract services
(917,543)
(2,620,550)
–
–
Investment & other revenue
Unallocated financing costs
Central administration costs
Loss before income tax
1,306,265
650,937
1,306,265
650,937
6,834,709
4,071,798
(268,122)
(5,690,803)
(56,831)
(109,623)
(3,003,943)
(4,306,477)
(3,328,896)
(10,106,903)
Revenue reported above for Contract services includes intersegment sales. There were no intersegment sales for the other
reportable segments.
Segment profit represents the result for each segment without allocation of central administration costs and investment and other
revenue. Financing costs are allocated to segments with a residual amount being unallocated financing costs.
54
(b) Segment Assets and Liabilities
The following is an analysis of the Group’s assets and liabilities by reportable operating segment:
ASSETS
Drug discovery
Drug development
Contract services
Unallocated assets
Total assets
LIABILITIES
Contract services (excluding intercompany liabilities)
Unallocated liabilities
Total liabilities
30 June 2012
$
30 June 2011
$
3,093,726
1,858,722
8,578,963
6,958,258
1,712,836
2,197,506
13,385,525
11,014,486
17,716,663
23,294,413
31,102,188
34,308,899
30 June 2012
$
30 June 2011
$
855,097
550,941
4,347,974
5,058,778
5,203,071
5,609,719
Assets used jointly by reporting segments are allocated on the basis of employee numbers of the individual reportable segment.
The Board of Directors receive information on liabilities for the Group as a whole as well as liability information for the Contract
services segment.
The Board of Directors receive information on non-current assets for the Group as a whole as well as non-current asset information
for the Contract services segment. Additions to non-current assets:
Contract services
Unallocated
(c) Other Segment Information
The segment result above has been determined after including the following items:
30 June 2012
$
30 June 2011
$
20,173
628,623
648,796
11,141
64,745
75,886
Drug discovery
Drug development
Contract services
Unallocated
INTEREST EXPENSE
yEAR ENDED
DEPRECIATION
AND AMORTISATION
yEAR ENDED
30 June 2012
$
30 June 2011
$
30 June 2012
$
30 June 2011
$
-
-
7,619
56,831
64,450
115,007
66,039
15,256
109,623
305,925
208,887
240,388
213,275
34,167
312,969
299,893
232,996
96,648
696,717
942,506
55
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
(d) Revenue from Major Products and Services
The following is an analysis of the Group’s external revenue from its major products and services:
Contract services
Collaboration income
Interest
Other
30 June 2012
$
30 June 2011
$
884,344
1,578,267
4,254,715
1,495,414
1,035,947
659,703
477,516
520,601
6,834,709
4,071,798
(e) Geographical Information
The Group operates in two geographical areas, Australia and France. The Group’s external revenue and information about its
non-current assets* by geographical segment are detailed below:
Australia
France
REVENUE FROM
EXTERNAL CUSTOMERS
yEAR ENDED
NON-CURRENT
ASSETS*
yEAR ENDED
30 June 2012
$
30 June 2011
$
30 June 2012
$
30 June 2011
$
5,950,365
2,493,531
8,577,038
8,437,682
884,344
1,578,267
716,415
985,202
6,834,709
4,071,798
9,293,453
9,422,884
* Non-current assets excluding financial instruments and deferred tax assets.
Included in revenues for Drug discovery are revenues of $932,598 (2011: $1,495,414) from one party and in drug development
$3,341,346 (2011: nil) from one party.
NOTE 4: REVENUE AND OTHER INCOME
REVENUE
Revenue from rendering of services
Royalties
Collaboration income
Interest received/receivable on bank deposits
Rent received or receivable
Other revenue
56
2012
$
2011
$
856,200
1,560,868
135,866
130,399
4,254,715
1,495,414
1,035,947
282,068
269,913
477,516
280,704
126,897
6,834,709
4,071,798
NOTE 4: REVENUE AND OTHER INCOME CONT.
OThER INCOME
Government EMDG grant
Foreign Government grant
R&D Tax Incentive*
2012
$
-
2,837
3,100,000
3,102,837
2011
$
45,574
19,051
-
64,625
* Estimate of R&D Tax Incentive based on eligible Australian expenditure only. Potentially eligible overseas expenditure is awaiting
AusIndustry approval pending review of applications submitted prior to 30 June 2012.
There are no unfulfilled conditions or other contingencies attaching to these grants.
NOTE 5: ExPENSES
Loss before income tax benefit includes the following specific expenses:
Financing costs
- Interest paid/payable on bank and other loans
- Interest obligations under finance leases
Depreciation
- Administrative plant and equipment
- Scientific plant and equipment
- Building fitouts
- Building
Amortisation of non-current assets
- Intellectual property
Rental expense on operating leases
- Minimum lease payments
Employment benefit expenses of:
- Wages and salaries
- Superannuation
- Share-based payments
Loss on disposal of assets
- Plant and equipment
- Land and building
Foreign currency gain/(loss)
2012
$
2011
$
45,125
19,325
64,450
34,616
134,368
-
-
168,984
301,775
4,150
305,925
38,025
72,323
121,831
168,722
400,901
527,733
541,605
894,252
227,134
3,403,058
3,261,810
497,457
324,999
435,467
82,471
4,225,514
3,779,748
5,824
-
5,824
65,321
16,539
799,582
816,121
413,125
57
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 6: INCOME TAxES
(a) Income Tax Recognised in Profit and Loss
CURRENT TAx
Current tax benefit in respect of the current year
DEFERRED TAx
Deferred tax recognised in current year
Total income tax benefit
(b) Reconciliation to Accounting Loss
Loss from continuing operations
Tax at the Australian tax rate of 30% (2011: 30%)
Tax effect of non-deductible / non-assessable amounts
- Amortisation of intangibles
- Foreign exchange reversed on consolidation
- Exempt income from government assistance
- Entertainment
- Share-based payments
- Research and development expenditure
Effect of different tax rates in other jurisdictions
Effect on unused tax losses, not previously recognised, in the current period
Adjustment to prior year unused tax losses
Deferred tax assets not recognised in current period
Tax benefit of research and development credit in France
c) Current Tax Balances
CURRENT TAx ASSETS
Tax refund receivable
2012
$
2011
$
(121,993)
(750,406)
(121,993)
(750,406)
(70,665)
(70,665)
-
-
(192,658)
(750,406)
(3,328,896)
(10,106,903)
(998,669)
(3,032,071)
101,893
(16,292)
(930,000)
1,393
116,940
101,893
(17,826)
-
1,373
24,741
2,033,747
(711,039)
(7,060)
(1,705,451)
1,287,213
-
-
-
45,621
3,632,929
(121,993)
(750,406)
(192,658)
(750,406)
360,386
360,386
607,846
607,846
58
NOTE 6: INCOME TAxES CONT.
(d) Deferred Tax Balances
2012
Loans and receivables
Other financial assets
Prepayments / accrued income
PP & E
Share issue expenses
Intangible patents and trademarks
Other intangibles
Accrued expenses
Employee entitlements
Unused Tax Losses
Revenue
Withholding tax
Not recognised in current year
Net balance
2011
Loans and receivables
Prepayments / accrued income
PP & E
Share issue expenses
Intangible patents and trademarks
Other intangibles
Accrued expenses
Employee entitlements
Unused Tax Losses
Revenue
Withholding tax
Not recognised in current year
Net balance
OPENING
BALANCE
ChARGED
TO
INCOME
ChARGED
TO EQUITy
OThER
COMPRE-
hENSIVE
INCOME
CLOSING
BALANCE
258,857
3,524
-
(10,870)
(28,801)
26,146
(28,213)
5,762
222,737
(38,419)
256,493
78,099
218,383
-
60,587
(50,192)
204,673
31,571
1,164,716
45,621
21,496,973
(1,642,830)
213,015
-
21,709,988
(1,642,830)
22,874,704
(1,667,874)
-
70,665
179,664
79,193
(7,871)
(20,930)
(1,105,375)
1,077,162
303,415
(80,678)
58,933
197,560
218,383
12,450
172,264
-
48,137
32,409
(168,137)
1,332,853
18,873,843
2,623,130
213,015
-
19,086,858
2,623,130
18,918,721
3,955,983
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
262,381
(10,870)
(2,655)
(22,451)
184,318
334,592
218,383
10,395
236,244
1,210,337
19,854,143
213,015
20,067,158
21,206,830
70,665
258,857
(28,801)
(28,213)
222,737
256,493
218,383
60,587
204,673
1,164,716
21,496,973
213,015
21,709,988
22,874,704
-
59
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 6: INCOME TAxES CONT.
(e) Unrecognised Temporary Differences (including Tax Losses)
The following deferred tax assets have not been brought to account as assets:
Unused revenue tax losses (no set expiry period)
Deductible temporary differences (no set expiry period)
Unused foreign withholding tax credits (expire July 2013)
2012
$
2011
$
19,783,478
21,496,973
1,210,337
1,164,716
213,015
213,015
21,206,830
22,874,704
(f) Tax Consolidation
Relevance of tax consolidation to the group
The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation
law. Bionomics is the head entity in the tax-consolidated group. Tax expense/benefit, deferred tax liabilities and deferred tax
assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial
statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference to the
carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current
tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the
tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group).
NOTE 7: CASH AND CASH EqUIVALENTS
CURRENT
2012
$
2011
$
Cash at the end of the financial year as shown in the statements of cash flows is reconciled to items in the balance sheet as follows:
Cash at bank and on hand
Deposits at call
Restricted deposits at call are held as security and are not available for use (see note 17):
† Commercial bill line
† Rental guarantee
† Lease line
$550,000
$379,500
$150,000
NOTE 8: TRADE AND OTHER RECEIVABLES
CURRENT
Trade receivables
Allowance for doubtful debts
Other receivables
Sale of building receivable (i)
(i) The sale of building proceeds were received at settlement on 13 July 2011.
60
3,207,319
15,058,319
14,129,290
993,911
17,336,609
16,052,230
2012
$
2011
$
233,985
473,289
-
233,985
177,432
-
473,289
222,937
-
7,144,738
411,417
7,840,964
NOTE 8: TRADE AND OTHER RECEIVABLES CONT.
Movement in the Allowance for Doubtful Debts
Balance at the beginning of the year
Impairment losses recognised on receivables
Amounts written off during the year as uncollectible
Balance at the end of the year
2012
$
-
-
-
-
2011
$
3,039
-
(3,039)
-
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable
from the date credit was initially granted up to the reporting date. The directors believe that there is no credit provision required at
30 June 2012.
NOTE 9: OTHER FINANCIAL ASSETS
2012
$
2011
$
Financial Assets Carried at Fair Value Through Profit or Loss (FVTPL)
Held for trading derivatives that are not designated in hedge accounting relationships
36,232
-
NOTE 10: INVENTORIES
CURRENT
Raw materials and stores – at cost
NOTE 11: OTHER ASSETS
CURRENT
Prepayments
Accrued interest and grants receivable / government assistance (note 4)
NOTE 12: SUBSIDIARIES
Details of the Group’s subsidiaries at the end of the reporting period are as follows:
2012
$
2011
$
135,284
42,646
2012
$
2011
$
349,290
3,108,852
3,458,142
246,325
96,004
342,329
ENTITy
head entity
PRINCIPAL ACTIVITy
COUNTRy OF
INCORPORATION
2012
2011
PERCENTAGE OWNED (%)
Bionomics Limited
Research & Development
Australia
Subsidiaries of Bionomics Limited:
Neurofit SAS
Contract Research Organisation
Iliad Chemicals Pty Limited
Asset owner
France
Australia
Bionomics Inc
Non-trading
United States
N/A
100
100
100
N/A
100
100
100
61
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 13: PROPERTY, PLANT AND EqUIPMENT
ADMINISTRATIVE
PLANT &
EQUIPMENT
$
SCIENTIFIC
PLANT &
EQUIPMENT
$
BUILDING
FITOUTS
$
FREEhOLD
LAND &
BUILDING AT
FAIR VALUE
$
REFRIGERATION
PLANT &
EQUIPMENT
$
TOTAL
$
418,427
1,725,607
2,236,503
6,488,722
87,500
10,956,759
Gross carrying amount
at 1 July 2010
Additions
Disposals
Foreign currency
exchange differences
Gross carrying amount
at 1 July 2011
Additions
Disposals
Foreign currency
exchange differences
Gross carrying amount at
30 June 2012
Accumulated depreciation
amount at 1 July 2010
Disposals
Foreign currency
exchange differences
21,956
42,745
11,185
-
(26,145)
(51,355)
(2,247,688)
(6,488,722)
763
(11,688)
415,001
1,705,309
34,099
(42,423)
614,697
(58,891)
(13,777)
(7,002)
392,900
2,254,113
-
-
-
-
-
-
(294,313)
(1,487,438)
(1,179,978)
-
-
-
-
-
-
-
24,492
45,147
1,301,809
168,722
(4,041)
8,895
-
-
Depreciation (note 5)
(38,025)
(72,323)
(121,831)
(168,722)
Accumulated depreciation
amount at 1 July 2011
Disposals
Foreign currency
exchange differences
(311,887)
(1,505,719)
39,229
56,262
13,128
4,205
Depreciation (note 5)
(34,616)
(134,368)
Accumulated depreciation
amount at 30 June 2012
Net carrying amounts
30 June 2011
Net carrying amounts
30 June 2012
(294,146)
(1,579,620)
103,114
199,590
98,754
674,493
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
75,886
(8,813,910)
(10,925)
87,500
2,207,810
-
-
-
648,796
(101,314)
(20,779)
87,500
2,734,513
(87,500)
(3,049,229)
-
-
-
1,540,170
4,854
(400,901)
(87,500)
(1,905,106)
-
-
-
95,491
17,333
(168,984)
(87,500)
(1,961,266)
-
-
302,704
773,247
Effective from the adoption of AIFRS, the Group adopted the fair value basis for land and buildings as outlined in note 1(k).
Non-Current Assets Pledged as Security
Refer to note 17 for information on non-current assets pledged as security by the Company.
62
NOTE 14: INTANGIBLE ASSETS
Gross carrying amount at 1 July 2010
Foreign currency exchange differences
GOODWILL
$
5,147,990
INTELLECTUAL
PROPERTy
$
TOTAL
$
6,890,292
12,038,282
-
(83,660)
(83,660)
Gross carrying amount at 1 July 2011
5,147,990
6,806,632
11,954,622
Foreign currency exchange differences
-
(151,550)
(151,550)
Gross carrying amount at 30 June 2012
5,147,990
6,655,082
11,803,072
Accumulated amortisation amount at 1 July 2010
Foreign currency exchange differences
Amortisation (note 5)
Accumulated amortisation amount at 1 July 2011
Foreign currency exchange differences
Amortisation (note 5)
Accumulated amortisation amount at 30 June 2012
Net carrying amounts 30 June 2011
Net carrying amounts 30 June 2012
All intangible assets are held in the consolidated entity.
(a) Intellectual Property
-
-
-
-
-
-
-
5,147,990
5,147,990
(2,327,404)
(2,327,404)
34,567
(541,605)
34,567
(541,605)
(2,834,442)
(2,834,442)
79,309
(527,733)
79,309
(527,733)
(3,282,866)
(3,282,866)
3,972,190
3,372,216
9,120,180
8,520,206
The intellectual property includes the company’s Multicore® technology, its BNC105 compound and its Kv1.3 compound with
carrying amounts ranging from $0.7m to $1.2m. Each item is carried at its fair value as at its date of acquisition, less accumulated
amortisation charges. The remaining amortisation periods for each item are between five and ten years.
(b) Impairment Tests
Management tests annually whether goodwill or indefinite life intangibles have suffered any impairment, in accordance with
the accounting policy stated in note 1(m)(ii). Impairment testing is performed on each of the cash generating units (reporting
segments) identified in note 3.
Determining whether goodwill or indefinite life intangibles are impaired requires an estimation of the value in use of the cash
generating units to which goodwill or indefinite life intangible have been allocated. The value in use calculation requires the entity
to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate
present value. These discount rates range between 15% for certain cash flows and 60% for less certain cash flows.
Allocation of Goodwill to CGU’s
The carrying amount of goodwill was allocated to the following CGU’s:
Drug discovery
Drug development
Contract services
2012
$
-
2011
$
-
5,147,990
5,147,990
-
-
63
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 14: INTANGIBLE ASSETS CONT.
Drug Discovery
The recoverable amount of this CGU is determined based on a value in use calculation which uses cash flow projections based on
a recent contract agreement for drug compounds within the cash generating unit covering a ten year period and a discount rate of
15% per annum (2011: 15% per annum). The ten year period is based on industry comparables taking into account the lifecycle of
the development of compounds.
Management believes that application of discounted cash flows of such a contract for one drug compound is reasonable to be
applied to other compounds within the CGU at their respective development phases.
Management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would
not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
No growth rates have been included in the forecast.
Drug Development
The recoverable amount of this CGU is also determined based on a value in use calculation which uses cash flow projections
based on the same contract agreement for drug compounds within the segment covering a ten year period and a discount rate of
15% per annum (2011: 15% per annum). The ten year period is based on industry comparables taking into account the lifecycle of
the development of components.
Management believes that application of discounted cash flows of such a contract for one drug compound is reasonable to be
applied to other compounds within the CGU at their respective development phases.
Management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would
not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
No growth rates have been included in the forecast.
Contract Services
The recoverable amount of this CGU is determined based on a value in use calculation which uses cash flow projections prepared
by management over a five year period with an appropriate terminal value using a discount rate of 15%.
Annual growth rates of 0% (2011: 2.5%) per annum have been assumed in determining the cash flow projections.
Management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would
not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
NOTE 15: TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Accrued expenses
NON-CURRENT
Other payables
2012
$
2011
$
1,990,975
1,194,005
837,245
519,136
2,828,220
1,713,141
272,855
50,000
The average credit period on purchases of goods is 45 days. No interest is paid on the trade payables. The Group has financial risk
management policies in place to ensure that all payables are paid within the credit timeframe.
NOTE 16: OTHER FINANCIAL LIABILITIES
Financial Liabilities Carried at Fair Value Through Profit or Loss (FVTPL)
Held for trading derivatives not designated in hedge accounting relationships
-
163,484
2012
$
2011
$
64
NOTE 17: BORROwINGS
Secured – at Amortised Cost
Bank overdrafts
Finance lease liabilities (i)
Building loan agreement (ii)
Bank loan (iii)
Disclosed in the financial statements as:
Current liabilities
Non-current liabilities
2012
$
48,036
578,725
2011
$
-
20,836
-
2,264,188
550,000
550,000
1,176,761
2,835,024
732,819
443,942
2,827,622
7,402
1,176,761
2,835,024
(i) the lease lines are secured by the leased scientific equipment (refer note 25) and have an average interest rate of per annum
7.14% (2011: 9.60% per annum) and terms of three to five years.
(ii) the ten year building loan agreement with Land Management Corporation was secured by the land and building (refer note 13) and
had interest charged on a quarterly basis at a fixed rate of 6.97% per annum until final settlement on the sale and leaseback of the
Thebarton building occurred on 13 July 2011.
(iii) the rolling commercial bill line is secured by a restricted deposit at call.
The unused facilities available at 30 June 2012 of the Group’s bank overdraft is $2,181 (2011: $54,333). There is no unused facility in
relation to the commercial bill line.
Interest rate risk
The Group’s exposure to interest rates and the effective weighted average interest rate by maturity period is set out in note 23.
NOTE 18: PROVISIONS
CURRENT
Employee benefits
NON-CURRENT
Employee benefits
NOTE 19: OTHER LIABILITIES
CURRENT
Unearned income
NOTE 20: ISSUED CAPITAL
(a) Issued and Paid-Up Capital
Ordinary shares – fully paid
2012
$
2011
$
888,808
728,077
18,239
72,219
2012
$
18,188
18,188
2011
$
47,774
47,774
2012
ShARES
2011
ShARES
345,384,619
344,731,779
65
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 20: ISSUED CAPITAL CONT.
DATE
DETAILS
30 June 2010 Closing balance
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – placements
Less cost of placements
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
30 June 2011 Closing balance
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESOP option exercise
Share issue – ESP
30 June 2012
NUMBER OF
ShARES
318,354,279
105,000
200,000
300,000
50,000
15,000
7,200
5,000
25,000,000
-
40,000
18,000
97,300
340,000
200,000
344,731,779
340,000
90,000
35,000
54,000
30,000
5,150
15,000
12,000
5,000
66,690
345,384,619
ISSUE
PRICE
$0.24
$0.30
$0.24
$0.34
$0.2976
$0.36
$0.22
$0.57
-
$0.22
$0.29
$0.1455
$0.13
$0.30
$0.13
$0.215
$0.22
$0.24
$0.28
$0.29
$0.2976
$0.36
$0.38
$0.5848
$
75,114,469
25,200
60,000
72,000
17,000
4,464
2,592
1,100
14,250,000
(1,988,212)
8,800
5,220
14,157
44,200
60,000
87,690,990
44,200
19,350
7,700
12,960
8,400
1,494
4,464
4,320
1,900
39,000
87,834,778
Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from
1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.
(b) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote
and upon a poll each share is entitled to one vote.
(c) Share Options
When exercised, each option is convertible into one ordinary share. The exercise price is based on the weighted average
price at which the Company’s shares traded on the ASX during the seven trading days immediately before the options are issued.
(i) The Bionomics ESOP
The terms and conditions of the Bionomics ESOP are summarised in note 1(p)(iv). The options listed below are outstanding
at reporting date.
GRANT DATE
EXPIRy DATE
EXERCISE PRICE
NUMBER
Feb-03
Jan-04
66
Feb-13
Jan-13
Jan-14
$0.43
$0.30
$0.30
10,000
5,000
5,000
FAIR VALUE
AT GRANT DATE
$0.19
$0.21
$0.21
NOTE 20: ISSUED CAPITAL CONT.
GRANT DATE
Mar-04
Sept-04
Oct-04
Jan-05
Jan-06
May-06
Nov-06
Oct-07
Jan-08
Jul-08
Sep-08
Nov-08
EXPIRy DATE
EXERCISE PRICE
NUMBER
FAIR VALUE
AT GRANT DATE
Mar-13
Mar-14
Mar-13
Mar-14
Nov-12
Nov-13
Jun-13
Feb-13
Feb-14
Feb-15
Jan-13
Jan-14
Jan-15
Jan-16
Jul-12
Jul-13
Jul-14
Jul-15
Jul-16
Nov-12
Nov-13
Nov-14
Nov-15
Nov-16
Oct-12
Oct-13
Oct-14
Oct-15
Oct-16
Oct-17
Jan-13
Jan-14
Jan-15
Jan-16
Jan-17
Jan-18
Jul-13
Jul-14
Jul-15
Jul-16
Jul-17
Jul-18
Sep-14
Sep-15
Sep-16
Sep-17
Sep-18
Nov-13
Nov-14
$0.37
$0.37
$0.38
$0.38
$0.24
$0.24
$0.13
$0.30
$0.30
$0.30
$0.24
$0.24
$0.24
$0.24
$0.22
$0.22
$0.22
$0.22
$0.22
$0.30
$0.30
$0.30
$0.30
$0.30
$0.29
$0.29
$0.29
$0.29
$0.29
$0.29
$0.38
$0.38
$0.38
$0.38
$0.38
$0.38
$0.36
$0.36
$0.36
$0.36
$0.36
$0.36
$0.34
$0.34
$0.34
$0.34
$0.34
$0.30
$0.30
7,000
7,000
5,000
5,000
200,000
200,000
340,000
200,000
200,000
200,000
45,000
45,000
45,000
45,000
45,000
80,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
166,100
5,000
5,000
5,000
5,000
5,000
125,000
4,000
4,000
4,000
4,000
4,000
105,000
18,000
18,000
18,000
18,000
18,000
4,000
54,000
54,000
54,000
54,000
100,000
100,000
$0.15
$0.16
$0.15
$0.16
$0.13
$0.14
$0.17
$0.12
$0.13
$0.13
$0.14
$0.14
$0.15
$0.15
$0.12
$0.13
$0.13
$0.13
$0.14
$0.11
$0.12
$0.13
$0.13
$0.13
$0.21
$0.21
$0.23
$0.23
$0.24
$0.25
$0.19
$0.19
$0.20
$0.21
$0.22
$0.23
$0.16
$0.17
$0.18
$0.19
$0.19
$0.20
$0.17
$0.18
$0.19
$0.19
$0.20
$0.09
$0.10
67
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 20: ISSUED CAPITAL CONT.
GRANT DATE
Nov-08
Jan-09
Mar-09
Jun-09
Nov-09
Jul-10
Nov-10
Nov-11
Dec-11
68
EXPIRy DATE
EXERCISE PRICE
NUMBER
FAIR VALUE
AT GRANT DATE
Nov-15
Nov-16
Nov-17
Nov-13
Aug-14
Aug-15
Aug-16
Nov-14
Nov-15
Nov-16
Nov-17
Nov-18
Jan-14
Mar-15
Mar-16
Mar-17
Mar-18
Mar-19
Jun-14
Jun-15
Jun-16
Jun-17
Jun-18
Jun-19
Nov-15
Nov-16
Nov-17
Nov-18
Nov-19
July-15
Jul-16
Jul-17
Jul-18
Jul-19
Jul-20
Nov-15
Nov-16
Nov-17
Nov-18
Nov-19
Nov-16
Nov-16
Aug-17
Dec-17
Dec-18
Dec-19
Dec-20
Dec-21
$0.30
$0.30
$0.30
$0.37
$0.37
$0.37
$0.37
$0.28
$0.28
$0.28
$0.28
$0.28
$0.30
$0.29
$0.29
$0.29
$0.29
$0.29
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
$0.30
$0.30
$0.30
$0.30
$0.30
$0.32
$0.32
$0.32
$0.32
$0.32
$0.32
$0.31
$0.31
$0.31
$0.31
$0.31
$0.61
$0.61
$0.92
$0.52
$0.52
$0.52
$0.52
$0.52
100,000
100,000
100,000
95,000
340,000
330,000
330,000
10,000
10,000
10,000
20,000
20,000
165,000
12,120
12,120
12,120
12,120
12,120
115,200
54,000
54,000
54,000
54,000
54,000
100,000
100,000
100,000
100,000
100,000
90,000
10,000
10,000
10,000
10,000
10,000
100,000
100,000
100,000
100,000
100,000
95,000
500,000
1,000,000
100,000
100,000
100,000
100,000
100,000
$0.10
$0.11
$0.12
$0.07
$0.08
$0.09
$0.10
$0.06
$0.05
$0.06
$0.06
$0.07
$0.05
$0.06
$0.07
$0.07
$0.08
$0.08
$0.12
$0.13
$0.13
$0.14
$0.14
$0.15
$0.11
$0.12
$0.13
$0.14
$0.14
$0.12
$0.11
$0.12
$0.13
$0.13
$0.14
$0.09
$0.10
$0.11
$0.12
$0.12
$0.15
$0.15
$0.05*
$0.23
$0.25
$0.26
$0.27
$0.28
NOTE 20: ISSUED CAPITAL CONT.
GRANT DATE
Feb-12
Mar-12
Jun-12
EXPIRy DATE
EXERCISE PRICE
NUMBER
FAIR VALUE
AT GRANT DATE
Feb-18
Feb-19
Feb-20
Feb-21
Feb-22
Mar-18
Mar-19
Mar-20
Mar-21
Mar-22
Jun-18
Jun-19
Jun-20
Jun-21
Jun-22
$0.52
$0.52
$0.52
$0.52
$0.52
$0.51
$0.51
$0.51
$0.51
$0.51
$0.34
$0.34
$0.34
$0.34
$0.34
5,000
5,000
5,000
5,000
5,000
5,000
5,000
5,000
5,000
5,000
13,000
13,000
13,000
13,000
13,000
8,865,900
$0.20
$0.21
$0.22
$0.23
$0.24
$0.20
$0.21
$0.22
$0.23
$0.24
$0.11
$0.12
$0.13
$0.13
$0.14
* Estimated fair value at 30 June 2012, vested August 2012
Reconciliation of ESOP:
2012
2011
NUMBER
OF OPTIONS
WEIGhTED
AVERAGE
EXERCISE PRICE
NUMBER
OF OPTIONS
WEIGhTED
AVERAGE
EXERCISE PRICE
Opening balance at beginning of financial year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Closing balance at 30 June
7,766,715
2,210,000
(8,000)
(586,150)
(516,665)
8,865,900
$0.31
$0.72
$0.36
$0.18
$0.52
$0.40
8,900,682
1,140,000
(510,800)
(1,372,500)
(390,667)
7,766,715
$0.31
$0.32
$0.32
$0.23
$0.68
$0.31
Reconciliation of other unlisted options:
2012
2011
NUMBER
OF OPTIONS
WEIGhTED
AVERAGE
EXERCISE PRICE
NUMBER
OF OPTIONS
WEIGhTED
AVERAGE
EXERCISE PRICE
Opening balance at beginning of financial year
Exercised during the financial year
Closing balance at 30 June
-
-
-
-
-
-
5,000
(5,000)
-
$0.22
$0.22
-
69
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 20: ISSUED CAPITAL CONT.
ESOP options exercised during the financial year:
SERIES
1-Sep-04
13-Jan-06
12-Jan-07
13-Jan-06
12-Jan-07
21-Nov-08
12-Jan-09
13-Jan-09
11-Jan-08
12-Jan-09
18-Oct-04
1-Jul-08
1-Jul-08
1-Jul-08
12-Jan-09
1-May-06
4-Oct-07
NUMBER
EXERCISED
20,000
10,000
10,000
5,000
5,000
4,000
5,000
5,000
60,000
2,142
3,571
2,501
1,786
10,000
10,000
3,024
20,000
5,000
5,000
1,976
340,000
4,000
4,000
4,000
5,000
20,000
5,000
5,000
5,000
5,150
586,150
Unlisted Options Vested and Exercisable at the Reporting Date*
(iii) Weighted averages
EXERCISE
DATE
25-Nov-11
12-Dec-11
12-Dec-11
13-Dec-11
15-Dec-11
11-Jan-12
11-Jan-12
11-Jan-12
11-Jan-12
11-Jan-12
20-Jan-12
30-Jan-12
15-Feb-12
15-Feb-12
15-Feb-12
15-Feb-12
2-Mar-12
2-Mar-12
2-Mar-12
27-Mar-12
13-Apr-12
2-May-12
2-May-12
2-May-12
2-May-12
12-Jun-12
12-Jun-12
12-Jun-12
14-Jun-12
14-Jun-12
ShARE PRICE AT
EXERCISE DATE
$0.440
$0.530
$0.530
$0.525
$0.540
$0.550
$0.550
$0.550
$0.550
$0.550
$0.495
$0.470
$0.465
$0.465
$0.465
$0.465
$0.445
$0.445
$0.445
$0.480
$0.465
$0.415
$0.415
$0.415
$0.415
$0.305
$0.305
$0.305
$0.310
$0.310
2012
NUMBER
2011
NUMBER
7,185,660
5,682,355
The weighted average remaining contractual life of any unlisted share options outstanding at the end of the year is 3.6 years
(2011: 5.5 years).
The assessed fair value at grant date of options granted during the year ended 30 June 2012 is outlined in the Remuneration
Report on page 13. The share price at grant date of these options ranged between $0.30 and $0.58 (2011: $0.26 and $0.31).
The expected average price volatility of the company shares was 60% (2011: 57.02%). Expected dividend yield was 0% (2011: 0%)
and the average risk free interest rate used was 3.51% (2011: 5.18%). Additional details on options granted in prior years are
available in those year’s Annual Reports.
* Includes 1,000,000 options granted August 2012 that have been recognised during the year ended 30 June 2012 using an
estimated fair value for services performed during the year.
70
NOTE 21: RESERVES
(a) Foreign Currency Translation Reserve
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve,
as described in note 1(b). The reserve is recognised in profit or loss when the investment is disposed of.
Opening balance
Adjustment arising from the translation of foreign controlled entity’s financial statements
Closing balance
(b) Share-based Payments Reserve
2012
$
2011
$
(552,274)
(483,071)
(93,612)
(69,203)
(645,886)
(552,274)
The share-based payments reserve is used to recognise the fair value of options issued to the extent that they have vested.
Opening balance
Option expense
Closing balance
(c) Asset Revaluation Reserve
The asset revaluation reserve is used to recognise the fair value of land and buildings as per note 1(k).
2012
$
2011
$
1,247,135
1,164,664
285,999
82,471
1,533,134
1,247,135
Opening balance
Sale of revalued building transferred to accumulated losses
Deferred tax attributable to sale of revalued building transferred to accumulated losses
Net movement for the year
Closing balance
Total reserves
NOTE 22: ACCUMULATED LOSSES
Balance at the beginning of the year
Net loss for the year
Transfer from asset revaluation reserve
Balance at the end of the year
2012
$
-
-
-
-
-
2011
$
2,505,509
(3,579,298)
1,073,789
(2,505,509)
-
887,248
694,861
2012
$
2011
$
(59,686,671)
(52,835,683)
(3,136,238)
(9,356,497)
-
2,505,509
(62,822,909)
(59,686,671)
71
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 23: FINANCIAL INSTRUMENTS
(a) Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns whilst maximising
the return to stakeholders through the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged from 2011. The capital structure of the Group consists of debt, which includes
borrowings (note 17), cash and cash equivalents (note 7) and equity attributable to equity holders of the parent, comprising issued
capital, reserves and retained earnings (disclosed in notes 20, 21 and 22 respectively).
The Group has global operations, primarily conducted through subsidiary companies established in the markets in which the
Group trades. None of the Group’s entities is subject to externally imposed capital requirements.
The Group’s policy is to fund the research and development activities and operations through the issue of equity and the
commercialisation of Intellectual Property assets. Minor borrowings for operational assets are utilised, as appropriate.
Categories of Financial Instruments
Financial assets
Loans and receivables
Cash and cash equivalents
Fair value through profit or loss (FVTPL)
Held for trading
Financial liabilities
Amortised cost
Fair value through profit or loss (FVTPL)
Held for trading
Reconciliation to total assets
Financial assets (as above)
Non-financial assets
Reconciliation to total liabilities
Financial liabilities (as above)
Non-financial liabilities
2012
$
2011
$
411,417
8,448,810
17,336,609
16,052,230
36,232
-
17,784,258
24,501,040
4,081,133
4,341,289
-
163,484
4,081,133
4,504,773
17,784,258
24,501,040
13,317,930
9,807,859
31,102,188
34,308,899
4,081,133
4,504,773
1,121,938
1,104,946
5,203,071
5,609,719
(b) Financial Risk Management Objectives
The Board, through the Audit and Risk Management (ARM) Committee, is responsible for ensuring there are adequate policies
in relation to risk management, compliance and internal control systems. In summary, Company policies are designed to ensure
significant strategic, operational, legal, reputational and financial risks are identified, assessed and effectively monitored
and managed in a manner sufficient for a company of Bionomics’ size and stage of development to enable achievement of the
Company’s business strategy and objectives.
The Company’s risk management policies are managed by the key management personnel and are reviewed by the Audit and Risk
Management Committee according to a timetable of assessment and review proposed by that Committee and approved by the
Board.
72
NOTE 23: FINANCIAL INSTRUMENTS CONT.
(c) Market Risk
The Group’s activities do not expose it to significant financial risks of changes in foreign currency exchange rates or interest rates.
The Group uses derivative financial instruments to manage its exposure to foreign currency risk including:
† forward foreign exchange contracts and currency swaps to hedge the exchange rate risk arising on the payments for clinical
trials in non-Australian dollar denominated contracts.
The Group measures market risk exposures using sensitivity analysis. There has been no material change to the Group’s exposure
to market risks or the manner in which these risks are managed and measured.
Unless approved by the CEO and ARM Committee, interest rate derivatives are not entered into.
(d) Foreign Currency Risk Management
The Group undertakes certain transactions denominated in foreign currencies; consequently exposures to exchange rate
fluctuations arise. Exchange rate exposures are managed in accordance with established policies. The carrying amounts of the
Group’s foreign currency denominated monetary assets and liabilities at the end of the reporting date are as follows:
Euro
USD
Foreign Currency Sensitivity Analysis
The Group is mainly exposed to Euros and US dollars.
LIABILITIES
2012
$
1,052,732
681,961
2011
$
557,992
242,250
ASSETS
2012
$
2011
$
1,642,171
2,198,595
389,194
398,013
The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the relevant
foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel
and represents management’s assessment of the reasonably possible change in foreign currency rates. The sensitivity analysis
includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10%
change in foreign currency rates. A positive number below indicates an increase in profit or equity where the Australian dollar
strengthens 10% against the relevant currency. For a 10% weakening of the Australian dollar against the relevant currency, there
would be a comparable impact on the profit or equity with the balances being the opposite.
Profit or loss
Equity
EURO IMPACT
USD IMPACT
2012
$
2011
$
2012
$
2011
$
-
542 (i)
26,615
(14,160) (ii)
(53,585)
(149,688) (iii)
-
-
(i) this is mainly attributable to the exposure outstanding on Euro payables in the Group at the end of the reporting period.
(ii) this is mainly attributable to the exposure to outstanding USD net assets at the end of the reporting period.
(iii) this is as a result of the changes in fair value of the net investment in a subsidiary denominated in Euros, reflected in the
foreign currency translation reserve.
The Group’s sensitivity to foreign currency has increased during the current year mainly due to the mix of net assets held in non-
Australian dollar denominated currencies.
The sensitivity analysis may not represent the quantum of foreign exchange risk because the exposure at the end of the reporting
period does not reflect the exposure during the year. Requirements change during the financial year depending on research and
development activities being undertaken and contract research service financial performance.
73
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 23: FINANCIAL INSTRUMENTS CONT.
Forward Foreign Exchange Contracts
It is the policy of the Group to enter into forward foreign currency contracts to cover specific foreign currency payments and receipts
when there is a legal commitment to pay or receive foreign currency or the CEO has a high degree of confidence (>90%) that a foreign
currency exposure will arise.
Under the Group’s Treasury Policy, the Chief Financial Officer (CFO) will manage the foreign exchange transaction risk adopting the
following guidelines:
† generally hedge foreign exchange exposure identified above by entering into a forward currency contract.
† the duration of any forward currency contract(s) will approximate the period in which the net currency exposure arise.
† recognising the uncertainty that exists in the projecting forward foreign currency flows, a maximum net foreign currency
exposure position may be held at any point in time.
Due to the long-term nature of the net investment in the Euro denominated wholly owned subsidiary, the investment will not be
hedged into Australian dollars, with the result that the Australia dollar value of the investment will fluctuate with the market rate
through the foreign currency translation reserve.
The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period:
AVERAGE RATE
FOREIGN CURRENCy
CONTRACT VALUE
FAIR VALUE
2012
2011
2012
FC
2011
FC
2012
$
2011
$
2012
$
2011
$
-
0.7295
-
(400,000)
-
(548,321)
-
1,089
EURO (Sell)
3 – 6 months
US (Buy)
Less than 3 months
1.0457
0.9633
2,000,000
1,500,000
1,912,905
1,557,190
50,158
(157,430)
3 – 6 months
0.9568
1.0336
250,000
500,000
261,288
483,746
(13,926)
(7,143)
36,232
(163,484)
The table above provides an example of summary quantitative data about exposure to foreign exchange risks at the end of the
reporting period that an entity may provide internally to key management personnel.
The Group has entered into contracts to conduct clinical trials in US dollars over a period of time and has hedged US dollars to cover
these commitments.
(e) Interest Rate Risk Management
The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and variable interest rates and lend
funds at variable rates. The Group does not use interest rate swap contracts or forward interest rate contracts.
Interest Rate Sensitivity Analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period and
the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period.
If interest rates had been 50 basis points higher / (lower) and all other variables were held constant, the Group’s:
† profit for the year ended 30 June 2012 would increase / (decrease) by $73,443 (2011: increase / (decrease) by $56,276). This is
mainly attributable to the Group’s exposure to interest rates on its variable rate deposits.
The Group’s sensitivity to interest rates has increased during the current year mainly due to the increase in cash and cash
equivalent balances and reduction in debt.
74
NOTE 23: FINANCIAL INSTRUMENTS CONT.
(f) Credit Risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group 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.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having
similar characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings
assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the
Group’s maximum exposure to credit risk.
(g) Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity
risk management framework for management of the Group’s short, medium and long term funding. The Group manages liquidity
risk by continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities.
Included in note 17 is a listing of additional undrawn facilities that the group has at its disposal to further reduce liquidity risk.
(h) Liquidity and Interest Rate Risk
The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up
based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.
The tables include both interest and principal cash flows.
INTEREST RATE MATURITy
WEIGhTED
AVERAGE
EFFECTIVE
INTEREST
RATE
%
LESS ThAN
1 MONTh
$
1–3
MONThS
$
3–12
MONThS
$
1–5
yEARS
$
5+
yEARS
$
TOTAL
$
2012
Non–interest bearing
Forward exchange contracts
(payable)
Forward exchange contracts
(receivable)
2,681,517
-
-
487,805
1,425,100
261,288
(493,754)
(1,469,309)
(247,362)
-
-
-
Finance lease liability
7.14
13,387
38,388
119,670
498,443
Fixed interest rate
instruments
TOTAL
2011
Non–interest bearing
Forward exchange contracts
(payable)
Forward exchange contracts
(receivable)
4.31
550,000
-
-
-
3,238,955
(5,821)
133,596
498,443
1,669,747
1,557,190
(1,399,760)
-
-
-
-
1,030,978
(1,024,924)
-
-
-
Finance lease liability
8.43
2,274
3,8 13
7,347
9,032
Fixed interest rate
instruments
TOTAL
6.97
2,814,188
-
-
-
4,643,639
3,813
13,401
9,032
-
-
-
-
-
-
-
-
-
-
-
-
2,681,517
2,174,193
(2,210,425)
669,888
550,000
3,865,173
1,669,747
2,588,168
(2,424,684)
22,466
2,814,188
4,669,885
75
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 24: KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Directors
The following persons were directors of Bionomics during the financial year and prior year unless otherwise stated:
Non-Executive Chairman
Mr Christopher Fullerton
Executive Director
Dr Deborah Rathjen, Chief Executive Officer and Managing Director
Non-Executive Directors
Mr Trevor Tappenden
Dr Errol De Souza
(b) Other Key Management Personnel
The following persons also had authority and responsibility for planning, directing and controlling the activities of the Group
directly or indirectly during the financial year:
NAME
Dr Emile Andriambeloson
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
Ms Melanie Young
POSITION
Director of Research, Neurofit SAS
Vice President Drug Discovery
Vice President Research and Development
Chief Financial Officer and Company Secretary
(c) Key Management Personnel Compensation
The aggregate compensation made to key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
Total key management personnel compensation
NOTE 25: COMMITMENTS FOR ExPENDITURE
(a) Finance Leases
2012
$
2011
$
1,433,265
1,421,011
76,115
215,664
75,343
124,124
1,725,044
1,620,478
The Group leases scientific equipment under finance leases. The average lease term is four years (2011: 3 years). Under the terms
of the lease, the Group retains ownership at the completion of the agreed term. Interest rates underlying all obligations under
finance leases are fixed at the respective contract dates ranging from 7.1% to 8.9% (2011: 8.9% to 9.8%) per annum.
Finance Lease Liabilities
Within one year
Later than one year but not greater than five
Future finance charges
Present value of minimum lease payments
76
MINIMUM LEASE
PAyMENTS
PRESENT VALUE
OF LEASE PAyMENTS
2012
$
2011
$
2012
$
2011
$
171,445
498,443
669,888
(91,163)
578,725
13,434
9,032
22,466
(1,630)
20,836
134,783
443,942
578,725
-
13,434
7,402
20,836
-
578,725
20,836
NOTE 25: COMMITMENTS FOR ExPENDITURE CONT.
Represented in the financial statements (note 17) by:
Current borrowings
Non-current borrowings
(b) Operating Leases
2012
$
134,783
443,942
578,725
2011
$
13,434
7,402
20,836
Operating leases relate to business premises with lease terms of between two and ten years. The building premise leases have
options of +2 and +5+5 year terms respectively.
PAYMENTS RECOGNISED AS AN ExPENSE
Minimum lease payments
NON-CANCELLABLE OPERATING LEASE COMMITMENTS
Within one year
Later than one year but not greater than five
Later than five years
Minimum lease payments
2012
$
2011
$
894,252
227,134
885,505
785,826
3,745,267
2,987,702
3,531,191
4,246,773
8,161,963
8,020,301
The non-cancellable lease commitments include the rent payable under the sale and leaseback of the headquarters. The sale
occurred on 29 April 2011, with settlement occurring on 13 July 2011. The total lease commitments are expected to be $7,220,077
(2011: $7,910,077), and are considered market related.
(c) Rental Agreements (this was (b) in the Word Document
The Group sub-lets areas of its facility under agreements that are renewed annually. Rent received from these agreements is
treated according to the accounting policy outlined in note 1(c).
Future Rental Income Receivable
Within one year
Later than one year but not greater than five
2012
$
2011
$
173,219
157,870
331,089
219,264
-
219,264
NOTE 26: EVENTS OCCURRING AFTER REPORTING DATE
No matters or circumstances have arisen since the end of the financial year which significantly affects or may significantly affect the
results of the operations of the Group.
77
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 27: REMUNERATION OF AUDITORS
During the financial year the following services were paid and payable to the external auditor:
Auditor of the Parent Entity
Audit or review of the financial report
Tax compliance including preparation of the income tax return
Other non-audit services
2012
$
110,432
16,900
12,805
2011
$
119,920
22,457
-
140,137
142,377
The auditor of Bionomics Limited is Deloitte Touche Tohmatsu. It is the Group’s practice to employ Deloitte Touche Tohmatsu on
assignments additional to their statutory audit duties where their expertise and experience with the Group are important.
NOTE 28: CASH FLOw INFORMATION
Reconciliation of operating loss after income tax to net cash outflow from operating activities
Loss after income tax
Items in loss
- Depreciation and amortisation
- Share based payments
- Income tax benefit
- Net unrealised foreign exchange differences
- Interest received and receivable
Changes in operating assets and liabilities
- Decrease/(Increase) in debtors and other assets
- Decrease/(Increase) in other operating assets
- Decrease/(Increase) in inventory
- Movement in provisions
- Increase/(Decrease) in unearned income
- Increase/(Decrease) in creditors and accruals
Net cash outflows from operating activities
NOTE 29: NON-CASH FINANCING ACTIVITIES
Acquisition of equipment under a finance lease
78
2012
$
2011
$
(3,136,238)
(9,356,497)
696,717
324,999
942,506
82,471
(192,658)
(750,406)
(145,655)
9,241
(1,123,099)
(477,516)
(1,495,733)
265,073
(111,830)
(96,413)
101,120
(33,815)
1,198,463
51,079
70,429
128,974
(22,622)
77,860
(4,014,142)
(8,979,408)
2012
$
648,796
648,796
2011
$
-
-
NOTE 30: LOSS PER SHARE
Basic loss per share
Diluted loss per share
2012
CENTS
(0.9)
(0.9)
2011
CENTS
(2.9)
(2.9)
The basic and diluted loss per share amounts have been calculated using the ‘Loss after income tax’ figure in the consolidated
statement of comprehensive income.
Loss Per Share (Basic and Diluted):
Loss after tax for the year
2012
$
2011
$
(3,136,238)
(9,356,497)
2012
NUMBER
2011
NUMBER
Weighted average number of shares - Basic
Weighted average number of ordinary shares used in calculating basic loss per share:
344,928,141
321,578,330
Weighted average number of shares – Diluted
Weighted average number of ordinary shares used in calculating basic loss per share:
344,928,141
321,578,330
Shares deemed to be issued for no consideration in respect of:
- Employee options
2,060,462
2,262,295
Weighted average number of ordinary shares used in the calculation of diluted earnings per share
346,988,603
323,840,625
The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of ordinary
shares for the purposes of diluted earnings per share.
Employee options
NOTE 31: RELATED PARTY TRANSACTIONS
(a) Parent Entity
2012
NUMBER
2011
NUMBER
2,155,000
313,665
The immediate parent and ultimate controlling party of the Group is Bionomics Limited. Interests in subsidiaries are set
out in note 12.
(b) Key Management Personnel
Disclosures relating to compensation of key management personnel are set out in note 24 and the Directors’ Report.
(c) Other Transactions with Related Parties
Transactions between the Group and its related parties
During the financial year ended 30 June 2012, the following transactions occurred between the Group and its other related parties:
† research and development services between the parent and subsidiary entities totalled $917,543 (2011: $2,620,550).
† corporate support fees were charged between the Group’s entities of $281,356 (2011: $369,985) for management and
accounting support.
The following balances arising from transactions between the Group and its other related parties are outstanding at reporting
date:
† loan receivables totalling $755,710 (2011: $1,509,067) are payable by the subsidiaries to the Parent entity.
All amounts advanced to or payable to related parties are unsecured and are subordinate to other liabilities. Interest has been
waived since 2010.
79
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 31: RELATED PARTY TRANSACTIONS CONT.
The amounts outstanding will be settled in cash. No guarantees have been given or received. No expense has been recognised in
the period for bad or doubtful debts in respect of the amounts owed by related parties.
Transactions between the Group and its associates were eliminated in the preparation of the consolidated financial statements of
the Group to the extent of the Group’s share in profits and losses of the associate resulting from these transactions.
(d) Loans To and From Related Parties
No loans to or from related parties have occurred in the current or previous financial year.
(e) Key Management Personnel Equity holdings
(i) Options provided as remuneration and shares issued on the exercise of such options are outlined below, and the terms and
conditions of the options can be found in note 1(p)(iv).
(ii) The number of unlisted options over ordinary shares in the company held by each director of the company and other key
management personnel (including related parties) of the Group are set out below. All options that are vested are exercisable.
2012
OPTIONS
NAME
BALANCE AT
ThE START OF
ThE yEAR
GRANTED
DURING
ThE yEAR AS
COMPENSA-
TION
EXERCISED
DURING ThE
yEAR
OThER
ChANGES
DURING ThE
yEAR
BALANCE
AT yEAR END
VESTED AND
EXERCISABLE
AT yEAR END*
Mr Christopher Fullerton
1,000,000
-
-
-
1,000,000
400,000
1,965,000
1,595,000
(340,000)
(100,000)
3,120,000
3,120,000
Dr Deborah Rathjen
Mr Trevor Tappenden 1
Dr Errol De Souza
Dr Emile Andriambeloson
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
500,000
500,000
325,800
295,000
245,000
-
-
-
-
-
-
-
-
-
-
-
-
-
(60,000)
(40,000)
500,000
500,000
325,800
295,000
145,000
500,000
500,000
400,000
325,800
195,000
145,000
-
Ms Melanie Young
-
500,000
-
-
4,830,800
2,095,000
(400,000)
(140,000)
6,385,800
5,085,800
2011
OPTIONS
NAME
BALANCE AT
ThE START OF
ThE yEAR
GRANTED
DURING
ThE yEAR AS
COMPENSA-
TION
EXERCISED
DURING ThE
yEAR
OThER
ChANGES
DURING ThE
yEAR**
BALANCE
AT yEAR END
VESTED AND
EXERCISABLE
AT yEAR END
Mr Christopher Fullerton
500,000
500,000
-
-
1,000,000
200,000
Dr Deborah Rathjen
Mr Trevor Tappenden 1
Dr Errol De Souza
Dr Emile Andriambeloson
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
Mr Trevor Thiele
(resigned 13 May 2011)
2,502,300
500,000
500,000
325,800
250,000
290,000
-
-
-
-
45,000
45,000
-
500,000
(437,300)
(100,000)
1,965,000
1,635,000
-
-
-
-
-
-
-
-
-
-
(90,000)
(500,000)
500,000
500,000
325,800
295,000
245,000
400,000
300,000
285,800
145,000
245,000
-
-
4,868,100
1,090,000
(437,300)
(690,000)
4,830,800
3,210,800
80
NOTE 31: RELATED PARTY TRANSACTIONS CONT.
1 Held by Kelso Investments Australia Pty Ltd
* Includes 1,000,000 options vested August 2012 to Dr Deborah Rathjen for services performed during the year
** Includes removal from table at date person resigned
(iii) The number of shares in the Company held by each director of the company and other key management personnel (including
personally related parties) of the Group are set out below:
2012
OPTIONS
NAME
BALANCE AT
ThE START OF
ThE yEAR
ThE yEAR AS
COMPENSA-
EXERCISED
DURING ThE
GRANTED
DURING
OThER
ChANGES
DURING ThE
VESTED AND
BALANCE
EXERCISABLE
Dr Deborah Rathjen
Mr Trevor Tappenden 1
Dr Errol De Souza
Dr Emile Andriambeloson
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
500,000
500,000
325,800
295,000
245,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
500,000
325,800
295,000
145,000
500,000
500,000
400,000
325,800
195,000
145,000
-
Ms Melanie Young
-
500,000
(60,000)
(40,000)
4,830,800
2,095,000
(400,000)
(140,000)
6,385,800
5,085,800
Mr Christopher Fullerton
1,000,000
1,000,000
400,000
Dr Andrew Harvey
TION
yEAR
yEAR
AT yEAR END
AT yEAR END*
Dr Emile Andriambeloson
1,965,000
1,595,000
(340,000)
(100,000)
3,120,000
3,120,000
Dr Gabriel Kremmidiotis
2012
ShARES
NAME
Mr Christopher Fullerton 2
Dr Deborah Rathjen
Mr Trevor Tappenden 3
Dr Errol De Souza
Ms Melanie Young
2011
ShARES
NAME
Mr Christopher Fullerton 2
Dr Deborah Rathjen
Mr Trevor Tappenden 3
Dr Errol De Souza
Dr Emile Andriambeloson
Dr Andrew Harvey
Dr Gabriel Kremmidiotis
Mr Trevor Thiele 4
(resigned 13 May 2011)
BALANCE AT ThE
START OF
ThE yEAR
GRANTED
DURING
ThE yEAR AS
COMPENSATION
4,825,020
1,343,689
245,899
116,698
2,889
126,315
112,577
-
6,773,087
-
-
-
-
1,710
1,710
1,710
1,710
6,840
BALANCE AT ThE
START OF
ThE yEAR
GRANTED
DURING
ThE yEAR AS
COMPENSATION
4,825,020
1,188,889
245,899
116,698
2,889
126,315
112,577
100,000
6,718,287
-
-
-
-
-
-
-
-
-
RECEIVED
DURING ThE
yEAR UPON
EXCERCISE OF
OPTIONS
-
340,000
-
-
-
-
60,000
-
OThER ChANGES
DURING ThE
yEAR
(625,020)
(150,000)
(25,899)
-
-
-
-
17,000
BALANCE
AT yEAR END
4,200,000
1,533,689
220,000
116,698
4,599
128,025
174,287
18,710
400,000
(783,919)
6,396,008
RECEIVED
DURING ThE
yEAR UPON
EXCERCISE OF
OPTIONS
OThER ChANGES
DURING ThE
yEAR **
-
-
437,300
(282,500)
-
-
-
-
-
-
-
-
-
-
-
(100,000)
BALANCE
AT yEAR END
4,825,020
1,343,689
245,899
116,698
2,889
126,315
112,577
-
437,300
(382,500)
6,773,087
2 Held by Mandalay Capital Pty Ltd
3 Held by Kelso Investments Australia Pty Ltd
4 Held by Thiele Investments Pty Ltd
** Includes removal from table at date person resigned
81
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 jUNE 2012
NOTE 31: RELATED PARTY TRANSACTIONS CONT.
(f) Loans to Directors and Other Key Management Personnel
There were no loans to any directors of the Company or other key management personnel of the Group during the financial year
ended 30 June 2012.
(g) Other Transactions with Directors and Other Key Management Personnel
There were no other transactions with directors of the Company or other key management personnel of the Group during the
financial year.
NOTE 32: PARENT ENTITY INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the
same as those applied in the consolidated financial statements. Refer to note 1 for a summary of the significant accounting polices
relating to the Group.
FINANCIAL POSITION
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Accumulated losses
Share based payments reserve
Total equity
Financial Performance
Loss for the year
Other comprehensive income
Total comprehensive income
yEAR ENDED
30 JUNE 2012
yEAR ENDED
30 JUNE 2011
21,566,896
25,171,780
9,463,051
8,964,844
31,029,947
34,136,624
3,837,756
4,929,156
462,181
129,621
4,299,937
5,058,777
26,730,010
29,077,847
87,834,778
87,690,990
(62,637,902)
(59,860,278)
1,533,134
1,247,135
26,730,010
29,077,847
yEAR ENDED
30 JUNE 2012
yEAR ENDED
30 JUNE 2011
(2,777,626)
9,791,471
-
-
(2,777,626)
9,791,471
(a) Property, Plant and Equipment Commitments
There are no contractual commitments for the acquisition of property, plant or equipment as at 30 June 2012 (2011: Nil).
(b) Contingent Liabilities and Guarantees
There are no contingent liabilities or guarantees as at 30 June 2012 (2011: Nil).
82
DIRECTOR’S DECLARATION
THE DIRECTORS DECLARE THAT:
a) 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;
b) the attached financial statements are in compliance with International Financial Reporting Standards issued by the International
Accounting Standards Board, as stated in note 1 to the financial statements;
c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001,
including compliance with accounting standards and giving a true and fair view of the financial position and performance of the
consolidated entity; and
d) the directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the directors
Christopher Fullerton
Chairman
Dated this 15th day of August 2012
Deborah Rathjen
Chief Executive Officer
and Managing Director
83
INDEPENDENT AUDIT REPORT
84
85
SHAREHOLDER INFORMATION
All shareholder information provided is current as at 20 September 2012.
DIFFERENCE IN RESULTS REPORTED TO THE ASx
There are no material differences between the figures reported in the financial statements and those lodged with the ASX in the
Company’s Appendix 4E for the year ended 30 June 2012, other than those previously announced to the market.
AUDIT AND RISK MANAGEMENT COMMITTEE
The Company established an Audit and Risk Management Committee in July 2002. The main responsibilities of the Audit and Risk
Management Committee are set out in the section headed ‘Corporate Governance Statement’ of the Annual Report.
CORPORATE GOVERNANCE
Bionomics’ corporate governance practices are set out in the section headed ‘Corporate Governance Statement’ of the
Annual Report.
SUBSTANTIAL SHAREHOLDERS
Substantial holders in the Company are set out below:
ORDINARy ShARES
National Nominees Limited
Link Traders
HSBC Custody Nominees
The Australian National University
NUMBERS hELD
48,589,561
37,012,500
33,319,275
22,696,244
EqUITY SECURITIES
There are 3,853 holders of ordinary shares in Bionomics.
The number of shareholdings held in less than marketable parcels is 509.
VOTING RIGHTS
There is one class of quoted equity securities issued by the Company, ordinary, with voting rights attached to the ordinary shares.
One share equates to one vote.
DISTRIBUTION OF SHAREHOLDERS OF EqUITY SECURITIES
CATEGORy (SIzE OF hOLDING)
ORDINARy ShARES
UNLISTED OPTIONS
NUMBER OF SECURITy hOLDERS
408
1,143
667
1,336
299
3,853
-
-
4
25
16
45
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
86
TwENTY LARGEST HOLDERS OF EACH CLASS OF qUOTED EqUITY SECURITIES
The names of the 20 largest holders of each class of quoted equity securities are listed below:
NAME
National Nominees Limited
Link Traders
HSBC Custody Nominees
The Australian National University
Wenola Pty Ltd
CVC Limited
Pagodatree Investments Limited
Boom Australia Pty Ltd
UBS Nominees
Mark and Rebecca Potter
Mandalay Capital
JP Morgan Nominees Australia Limited
City Hill Venture Partners I, LLC
Mr Christopher Reyes
AW & JE Wilks
Mr Peter Chu
Biogen Idec MA Inc
Citicorp Nominees
ANR Enterprises
BNP Paribas Nominees Pty Ltd
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
ORDINARy ShARES
NUMBER hELD
PERCENTAGE
OF ISSUED ShARES
48,589,561
37,012,500
33,319,275
22,696,244
20,006,018
11,152,399
8,014,030
5,350,000
5,152,802
5,000,000
4,200,000
4,071,825
4,009,865
3,029,205
2,925,000
2,861,862
2,810,306
2,767,638
2,529,781
2,500,000
13.33
10.15
9.14
6.23
5.49
3.06
2.20
1.47
1.41
1.37
1.15
1.12
1.10
0.83
0.80
0.79
0.77
0.76
0.69
0.69
227,998,311
62.55
UNQUOTED EQUITy SECURITIES
NUMBER ON ISSUE
NUMBER OF hOLDERS
Options issued pursuant to Bionomics Limited Employee Share Option Plan
8,865,900
8,865,900
45
45
87
COMPANY PARTICULARS
Bionomics, a listed public Company, is domiciled and
incorporated in Australia.
Bionomics shares are listed on the Australian Securities
Exchange under the code BNO.
REGISTERED OFFICE
31 Dalgleish Street
Thebarton SA Australia 5031
Telephone: 61 8 8354 6100
ADMINISTRATIVE OFFICE
31 Dalgleish Street
Thebarton SA Australia 5031
Telephone: +61 8 8354 6100
Facsimile: +61 8 8354 6199
E-mail: info@bionomics.com.au
Web Address: www.bionomics.com.au
ShARE REGISTRy
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street
Adelaide SA Australia 5000
Telephone: 1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
E-mail: web.queries@computershare.com.au
Web Address: www.computershare.com
SOLICITORS
Johnson Winter & Slattery
211 Victoria Square
Adelaide SA Australia 5000
AUDITORS
Deloitte Touche Tohmatsu
11 Waymouth Street
Adelaide SA Australia 5000
PATENT ATTORNEyS
Griffith Hack
167 Eagle Street
Brisbane QLD Australia 4000
Davies Collison Cave
1 Nicholson Street
Melbourne VIC Australia 3000
Bionomics is not listed on any other stock
exchanges other than the ASX.
DIRECTORS
Mr Christopher Fullerton
Chairman
Dr Deborah Rathjen
Chief Executive Officer
and Managing Director
Mr Trevor Tappenden
Non-Executive Director
Dr Errol De Souza
Non-Executive Director
Mr Graeme Kaufman
Non-Executive Director
Dr Jonathan Lim
Non-Executive Director
88
SENIOR MANAGEMENT
Dr Deborah Rathjen
Dr Emile Andriambeloson
Dr Peter Chu
Dr Andrew Harvey
Dr José Iglesias
Dr Gabriel Kremmidiotis
Dr Sue O’Connor
Dr Christopher Reyes
Dr Jeremy Simpson
Ms Melanie Young
Chief Executive Officer
and Managing Director
Head of Research,
Neurofit
President US Operations
and Cancer Biology
Vice President
Drug Discovery
Chief Medical
Officer
Vice President Research
and Development
Vice President
Neuroscience Research
Vice President Research
and Development Biologics
Vice President
Clinical Development
Chief Financial Officer
and Company Secretary
SCIENTIFIC ADVISORS
Dr Carrolee Barlow PhD MD BA
Dr Simon Campbell CBE BSc PhD
Dr Jayesh Desai FRACP
Dr Errol De Souza PhD
Professor Paul Fitzgerald PhD MSc
Dr Ann Hayes PhD Bsc
Dr Fiona McLaughlin PhD FSB
Mr Richard Morgan C Biol, MI Biol Dip RC Path
Dr Christopher J Sweeney MBBS
Bionomics has an American Depositary Receipts program
(ADRs) sponsored by BNY Mellon, under the ticker code ‘BMICY’.
For further details about this program, please contact:
UNITED STATES
BNY Mellon Shareowner Services
PO Box 358516, Pittsburgh, PA 15252-8516
Telephone: +1 201 680 6825
Toll Free Number for Domestic Calls:
+1 888 BNY ADRA or +1 1888 269 2377
Number for International Calls: +1 201 680 6825
E-mail: shrrelations@bnymellon.com
or visit BNy Mellon Shareowner Services’
website at www.bnymellon.com/shareowner
AUSTRALIA
Ms Donna Kiely, Vice President
BNY Mellon Depositary Receipts, Australia & New Zealand
The Bank of New York
Level 5,350 Collins Street, Melbourne VIC 3000
Telephone: +61 3 9640 3908
Facsimile: +61 3 9602 1236
E-mail: donna.kiely@bnhmellon.com
31 DALGLEISH STREET, THEBARTON, SA AUSTRALIA, 5031 WWW.BIONOMICS.COM.AU ABN 53 075 582 740
2012 BIONOMICS ANNUAL REPORT
A LEADING INTERNATIONAL DRUG DISCOVERY AND DEVELOPMENT COMPANY